CANCELLATION OF PROMISSORY NOTE

 

CANCELLATION OF PROMISSORY NOTE

 

This Cancellation of Promissory Note (“Cancellation Agreement”) is entered into this 17th day of September, 2013, by and among San Lotus Holding Inc. (“SLH”) and ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇ ▇▇▇-▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ and ▇▇ ▇▇▇▇▇▇ Business Management Consultant Co., Ltd., a Taiwan corporation (together the “Da Ren Sellers”).

 

RECITALS

 

A.

WHEREAS, SLH assumed a certain Promissory Note dated as of September 17, 2013 and originally held by Green Forest Management Consulting Inc. in the original principal amount of Ninety One Million Nine Hundred Ninety Six Thousand Five Hundred Twenty Four New Taiwan Dollars (TWD $91,996,524), in favor of the Da Ren Sellers (the “Note”);

 

B.

WHEREAS, the Da Ren Sellers used the funds owed under the Note to subscribe to shares of SLH common stock, which stock was distributed pursuant to the instructions of the Da Ren Sellers as indicated on Schedule A attached hereto;

 

C.

WHEREAS, the parties hereto agree that there are no obligations outstanding among the parties whatsoever relating to the Note; and

 

D.

NOW, THEREFORE, the parties hereto desire to cancel the Note.

 

AGREEMENT

 

The Note is hereby terminated and cancelled and is of no further force and effect. The Da Ren Sellers hereby agree to promptly return the Note to SLH.

 

IN WITNESS WHEREOF, the parties hereto have executed this Cancellation Agreement.

 

 

San Lotus Holding Inc.
			/s/ ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
			▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
By:	/s/ Chen ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇
	▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇
	Chief Executive Officer
			/s/ ▇▇▇▇ ▇▇▇-▇▇▇▇▇
			▇▇▇▇ Chi-▇▇▇▇▇
▇▇▇▇▇ Forest Management Consulting Inc.
			/s/ ▇▇ ▇▇▇▇▇-▇▇▇▇
By:	/s/ Chiang ▇▇-▇▇▇▇▇		▇▇ ▇▇▇▇▇-▇▇▇▇
	Chiang ▇▇-▇▇▇▇▇
	Chairman of the Board
			▇▇ ▇▇▇▇▇▇ Business Management Consultant Co., Ltd.
			By:	/s/ ▇▇▇▇ ▇▇▇▇-▇▇
				▇▇▇▇ Kuan-Yu
				Chairman of the Board

 

  

Schedule A

 

PURCHASER LIST

 

 

Purchaser

Amount of Shares

Purchase Amount (TWD)

Purchase Amount (USD)

  

▇▇ ▇▇▇▇▇▇ Business Management Consulting Co., Ltd.	8,843,967	TWD $26,496,524	$884,396.70
Gold Piven Ltd.	3,337,784	TWD $10,000,000	$333,778.40
Darkin Ltd.	6,008,011	TWD $18,000,000	$600,801.10
Ocean Reserve Ltd.	667,557	TWD $2,000,000	$66,755.70
Yamiyo Ltd.	250,334	TWD $750,000	$25,033.40
Allegro Equity  Ltd.	667,557	TWD $2,000,000	$66,755.70
New Bela Ltd.	250,334	TWD $750,000	$25,033.40
▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇	10,680,908	TWD $32,000,000	$1,068,090.80
Total:	30,706,452	TWD $91,996,524	$3,070,645.2