SUBSCRIPTION AGREEMENT


San Lotus Holding Inc.


a Nevada Corporation


 





 



  


The undersigned (sometimes referred to herein
as “Subscriber”) hereby subscribes to purchase the number of shares of Common Stock (the “Shares”) of San
Lotus Holding Inc., a Nevada Corporation (the “Company”) indicated below.  The undersigned understands that,
if accepted, its subscription is irrevocable, but that it may be rejected for any reason in the sole discretion of the Company.


 


In consideration for the acceptance by
the Company of this Subscription Agreement, the Subscriber hereby 

agrees, represents and warrants as follows:


 


1.           Acceptance
or Rejection of Subscription.  The Company shall have the right to accept or reject this subscription in whole or
in part.  If rejected, the Subscriber's check and Subscription Documents (as defined below) shall be promptly returned
to the Subscriber.  If accepted, the Subscriber's check will be forwarded directly to the Company, and Subscriber's Investor
Questionnaire and Subscription Agreement (collectively referred to herein as the "Subscription Documents") will be retained
by the Company.


 


2.           Closing.  If
the Company has not received and accepted subscriptions and the closing date is not extended in the sole discretion of the Company
for up to an additional ninety (90) days (the "Closing Date"), the Offering will terminate and any unaccepted investments
in the possession of the Company, along with all Subscription Documents, shall be promptly returned to the Subscriber.


 


3.           Agreement
to Indemnify.  The Subscriber hereby agrees to indemnify and hold harmless the Company and all of its directors,
officers, agents and employees from any and all damages, losses, costs and expenses (including reasonable attorneys' fees) which
they may incur (i) by reason of the Subscriber's failure to fulfill any of the terms and conditions of this Agreement, (ii) by
reason of the Subscriber's breach of any of the Subscriber's representations, warranties or agreements contained herein or in the
Investor Questionnaire, and (iii) with respect to any and all claims made by or involving any person, other than the Subscriber,
claiming any interest, right, title, power or authority regarding the Subscriber's purchase of Shares.  The Subscriber
further agrees and acknowledges that this indemnification agreement shall survive any sale or transfer, or attempted sale or transfer,
of any portion of the Subscriber's Shares or upon the Subscriber's death.


 


4.           Representations,
Warranties and Covenants.  The Subscriber hereby represents, warrants, and covenants that:


(i)           Subscriber
acknowledges that the Shares have not been registered with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the “Securities Act”), nor have the Shares been registered or qualified for sale under the laws
of any other jurisdiction (either within or outside of the United States).


(ii)         Subscriber
is acquiring the Shares for Subscriber’s own account and not for the account of others and for investment purposes only.


(iii)          All
subsequent offers and sales of the Shares by Subscriber shall be made in compliance with the Securities Act, pursuant to registration
under the Securities Act or pursuant to an exemption from such registration.


(iv)         Subscriber
understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements
of U.S. federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties,
agreements acknowledgments and understandings of Subscriber set forth in the Subscription Agreement and Investor Questionnaire
in order to determine the applicability of such exemptions and the suitability of Subscriber to acquire the Shares.


(v)        Subscriber
has adequate net worth and means of providing for his or her current needs and personal contingencies to sustain a complete loss
of his or her investment in the Shares and has no need for liquidity in this investment.


(vi)       The Company has
made available to Subscriber, its counsel and advisors, if any, the opportunity to ask questions of, and receive answers from,
the Company and its representatives concerning the terms and conditions of an investment in the Shares, and has given it access
to any requested information, documents, financial statements, books and records relative to the Company and an investment in the
Shares.


 



    	 



    	 



    

 


(vii)          If
the Subscriber is a corporation, it is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation, and if the Subscriber is a partnership or other organization, it is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization.


(viii)           (a)
If the Subscriber is a corporation, the execution, delivery and performance of this Agreement has been duly authorized by all necessary
corporate action; (b) if the Subscriber is a partnership or other organization, all governing documents necessary to enter into
this Agreement and to consummate the transactions contemplated hereby, and all necessary consents and approvals required by the
partnership agreement or other governing documents have been obtained; and (c) for both corporations and partnerships, this Agreement
constitutes a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its
terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting creditors' rights generally.


(ix)          Subscriber
is aware that investing in the Shares is speculative and involves a high degree of risk and that any right to transfer Shares in
the Company is limited and restricted by law and this Subscription Agreement.


(x)         Subscriber
has evaluated the risks of investing in the Shares and has substantial experience in making investment decisions of this type or
is relying on his advisors or Purchase Representative, if applicable, in making this investment decision.


(xi)        Subscriber
understands that the shares subject to this Subscription Agreement will be registered under a Registration Statement on Form S-1,
filed with the Securities and Exchange Commission, however, until such Registration Statement has been declared effective by the
Securities and Exchange Commission, a legend will be placed on any certificate representing the Shares substantially as follows:


 


THIS SECURITY HAS NOT BEEN REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY
IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF UNITED STATES FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS
OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.


 


The foregoing representations, warranties, and covenants and
all other information which the Subscriber has provided to the Company concerning the Subscriber and the Subscriber's financial
condition (or concerning the entity or organization which the subscriber represents and its financial condition) are true and accurate
as of the date hereof.


 


5.           Subscription
Agreement Binding on Heirs, Successors and Assigns.  This Subscription Agreement shall be binding upon the Subscriber's
heirs, successor’s estate, legal representatives and assigns, and shall be construed in accordance with the laws of the State
of Nevada.


 


6.           Execution
Authorized.  If this Subscription Agreement and the other relevant Subscription Documents are executed on behalf
of a corporation, partnership, trust or other entity, the Subscriber has been duly authorized and empowered legally to represent
such entity and to execute this Subscription Agreement and such Subscription Documents and all other instruments in connection
with the purchase of the Shares, and the Subscriber's signature is binding upon such entity.


 


7.           Legal
Representation/Conflict of Interest.  The Subscriber, by executing this Subscription Agreement acknowledges, represents
and agrees that (a) the Company has retained legal counsel to represent it in connection with the preparation of this Subscription
Agreement. (b) such legal counsel has prepared such documents with a view to the interests of the Company only and has not undertaken
to represent the interest of the Subscriber and that no attorney-client relationship or fiduciary duty exists between such legal
counsel and the Subscriber, notwithstanding that the Subscriber's investment may pay, directly or indirectly, for such legal services;
(c) the Subscriber has been advised to have such legal documents reviewed by the Subscriber's own independent attorney and/or other
advisors; and (d) the services performed by such legal counsel have been limited to the preparation of such documentation at the
request and direction of the Company and such legal counsel has not undertaken to conduct any investigation whatsoever concerning
the facts, risks or circumstances concerning or relating to the investment and/or the background or financial qualifications of
the Company.


 



    	 



    	 



    

 


8.           Governing
Law and Venue.  This Agreement shall be construed in accordance with, and governed by, the laws of the State of Nevada
with venue proper in Nevada.


 


9.           Definition
of Terms.  The terms used herein, if not otherwise defined herein, shall have the meanings attributed to such terms
in the Agreement.  All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as the identity of the person or persons herein may require.


 


10.           Number
of Shares.  The undersigned hereby subscribes for Units as follows:


_____________ @ $ 0.1 per share = $ _________________


 


All checks should be made payable to:  “San
Lotus Holding Inc.”


 


11.          Taxpayer
Identification Number Certification.


 


	 	 	 
	Social Security or Tax I.D. No.	 	Social Security or Tax I.D. No.


 


I declare that the number shown in this Subscription Agreement
is my correct taxpayer identification number and/or social security number (or I am waiting for a number to be issued to me), that
I have read and understood the foregoing documents, and that I desire to purchase the shares herein under the terms set forth in
this Subscription Agreement.


 





	Signature 	 	 	Signature 	 










	Date 	 	 	Date 	 







 


TYPE OF OWNERSHIP (Check one)


 


	
         ̈ INDIVIDUAL
        OWNERSHIP

         (One signature required)
	 	
              ̈
        COMMUNITY PROPERTY

         (one signature required if interest held in one name,
        i.e., managing spouse; two signatures required if interest held in both names)

	 	 	 
	
         ̈ JOINT TENANTS
        WITH RIGHT OF SURVIVORSHIP

         (both or all parties must sign)

         
	 	
              ̈
        CORPORATION

         (Please include certified Corporate Resolution authorizing
        signature)

	
         ̈ PARTNERSHIP

        (Please include a copy of the Statement of Partnership Agreement
        authorizing signature)
	 	
                ̈
        TRUST

         (Please include a copy of the Trust Agreement)



 


 


 






[Please print above the exact name(s) in which the Shares is
to be held]


 



    	 



    	 



    

  


IN WITNESS WHEREOF, the undersigned has executed this
Subscription Agreement this ____ day of ______, 2012.


 


	 	 	 
	Subscriber #1 Signature	 	Subscriber #2 Signature
	Subscriber #1 Print or Type Name and	 	Subscriber #2 Print or Type Name and
	Title (if applicable)	 	Title (if applicable)
	 	 	 
	 	 	 
	Telephone Number	 	Telephone Number
	 	 	 
	 	 	 
	Street Address	 	Street Address
	 	 	 
	 	 	 





	City	State	Zip	 	City	State	Zip







 


	SUBSCRIPTION ACCEPTED:
	San Lotus Holding Inc.
	 	 
	By:	 
	 	Authorized Officer
	Dated: