0001528749-15-000023 Sample Contracts

REGULATION S STOCK PURCHASE AGREEMENT
Regulation S • April 3rd, 2015 • San Lotus Holding Inc • Transportation services • New Jersey

This Regulation S Stock Purchase Agreement (the "Agreement"), is dated as of March 31, 2015 between San Lotus Holding Inc., a Nevada corporation having offices at Suite 23, 3301 Spring Mountain Rd, Las Vegas, NV 89102 (the "Company"), and the individual purchaser whose names are set forth in the Schedule A hereunder (the "Purchaser").

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CANCELLATION OF PROMISSORY NOTE
Cancellation of Promissory Note • April 3rd, 2015 • San Lotus Holding Inc • Transportation services

This Cancellation of Promissory Note ("Cancellation Agreement") is entered into on March 31, 2015, between San Lotus Holding Inc. ("SLH") and Yu, Chien-Yang (the "Land Seller").

AGREEMENT OF ASSIGNMENT, ASSUMPTION AND RELEASE
Agreement of Assignment, Assumption and Release • April 3rd, 2015 • 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 Hundred Ninety Two Million Sixty Thousand New Taiwan Dollars (TWD $192,060,000), identified in Exhibit B hereto (referred to as the "Liabilities").

LAND PURCHASE AND SALE AGREEMENT
Land Purchase and Sale Agreement • April 3rd, 2015 • 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 ("Seller") and Green Forest Management Consulting Inc. ("Buyer") concerning the approximately 35,251 square meters of land in Dataoping Section, Zaoqiao Township, Miaoli County, Taiwan (R.O.C.), and the approximately 41,184 square meters of land in Laotianliao Section, Touwu Township, Miaoli County, Taiwan (R.O.C.), all of which is 76,435 square meters of land (the "Land"), which Land is more particularly described in Exhibit A attached and incorporated into this Agreement.

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