0001528749-14-000010 Sample Contracts

REGULATION D SUBSCRIPTION AGREEMENT
Regulation D Subscription Agreement • August 13th, 2014 • San Lotus Holding Inc • Transportation services • Nevada

The undersigned (the "Subscriber") and San Lotus Holding Inc. (the "Company") entered this Subscription Agreement on August 11, 2014. The parties mutually agree as follows:

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CANCELLATION OF PROMISSORY NOTE
Cancellation of Promissory Note • August 13th, 2014 • San Lotus Holding Inc • Transportation services

This Cancellation of Promissory Note ("Cancellation Agreement") is entered into August 11, 2014, between San Lotus Holding Inc. ("SLH") and Chen, Kuan-Yu (the "Land Sellers").

AGREEMENT OF ASSIGNMENT, ASSUMPTION AND RELEASE
Agreement of Assignment, Assumption and Release • August 13th, 2014 • San Lotus Holding Inc • Transportation services

WHEREAS, the Debtor is indebted to the Creditor under a promissory note in the aggregate principal sum of One Billion Two Hundred Fourteen Million Three Hundred Ninety Eight Thousand Fifteen New Taiwan Dollars (TWD $1,214,398,015), identified in Exhibit B hereto (referred to as the "Liabilities").

LAND PURCHASE AND SALE AGREEMENT
Land Purchase and Sale Agreement • August 13th, 2014 • San Lotus Holding Inc • Transportation services

This Purchase and Sale Agreement ("Agreement") is entered into by and between the parties listed on Exhibit A hereto ("Sellers") and Green Forest Management Consulting Inc. ("Buyer") concerning the approximately 453,294.86 square meters of land in Dataoping Section, Zaoqiao Township, Miaoli County, Taiwan (R.O.C.), and the approximately 10,120 square meters of land in Laotianliao Section, Touwu Township, Miaoli County, Taiwan (R.O.C.), all of which is 463,414.86 square meters of land (the "Land"), which Land is more particularly described in Exhibit A attached and incorporated into this Agreement.

LAND PURCHASE AND SALE AGREEMENT
Land Purchase and Sale Agreement • August 13th, 2014 • San Lotus Holding Inc • Transportation services

This Purchase and Sale Agreement ("Agreement") is entered into by and between the parties listed on Exhibit A hereto ("Sellers") and Green Forest Management Consulting Inc. ("Buyer") concerning the approximately 1,124,935 square meters of land in Dataoping Section, Zaoqiao Township, Miaoli County, Taiwan (R.O.C.), and the approximately 160,779 square meters of land in Laotianliao Section, Touwu Township, Miaoli County, Taiwan (R.O.C.), all of which is 1,285,713.89 square meters of land (the "Land"), which Land is more particularly described in Exhibit A attached and incorporated into this Agreement.

AGREEMENT OF ASSIGNMENT, ASSUMPTION AND RELEASE
Agreement of Assignment, Assumption and Release • August 13th, 2014 • San Lotus Holding Inc • Transportation services

WHEREAS, the Debtor is indebted to the Creditor under a promissory note in the aggregate principal sum of Three Billion Three Hundred Sixty Nine Million Three Hundred Three Thousand Six Hundred Ninety Three New Taiwan Dollars (TWD $3,369,303,693), identified in Exhibit B hereto (referred to as the "Liabilities").

REGULATION D SUBSCRIPTION AGREEMENT
Regulation D Subscription Agreement • August 13th, 2014 • San Lotus Holding Inc • Transportation services • Nevada

The undersigned (each the "Subscriber", and collectively the "Subscribers") and San Lotus Holding Inc. (the "Company") entered this Subscription Agreement on August 11, 2014. The parties mutually agree as follows:

REGULATION S STOCK PURCHASE AGREEMENT
Regulation S • August 13th, 2014 • San Lotus Holding Inc • Transportation services • Nevada

This Regulation S Stock Purchase Agreement (the "Agreement"), is dated as of August 11, 2014 between San Lotus Holding Inc., a Nevada corporation having offices at 3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102 (the "Company"), and the individual purchasers whose names are set forth in the Schedule A hereunder (each a "Purchaser" and, collectively, the "Purchasers").

CANCELLATION OF PROMISSORY NOTE
Cancellation of Promissory Note • August 13th, 2014 • San Lotus Holding Inc • Transportation services

This Cancellation of Promissory Note ("Cancellation Agreement") is entered into August 11, 2014, between San Lotus Holding Inc. ("SLH") and Lo, Fun-Ming, Yu, Chien-Yang, and Mao Ren International Inc. (the "Land Sellers").

REGULATION S STOCK PURCHASE AGREEMENT
Regulation S • August 13th, 2014 • San Lotus Holding Inc • Transportation services • Nevada

This Regulation S Stock Purchase Agreement (the "Agreement"), is dated as of August 11, 2014 between San Lotus Holding Inc., a Nevada corporation having offices at 3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102 (the "Company"), and the individual purchasers whose names are set forth in the Schedule A hereunder (each a "Purchaser" and, collectively, the "Purchasers").

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