ASSET PURCHASE AGREEMENT


 


BY AND BETWEEN


 


SAN LOTUS HOLDING INC. ("BUYER")


 


AND


 


USA XO TOURS INC. (“SELLER”)


 


Dated as of June 5, 2012


 



    	 



    	 



    

 


ASSET PURCHASE AGREEMENT


 


THIS ASSET PURCHASE AGREEMENT IS MADE THIS
5th day of June, 2012 (the “Agreement”) by and between USA XO Tours Inc., a California corporation (the “Seller”),
and San Lotus Holding, Inc., a Nevada corporation (the “Purchaser”).


 


RECITALS


 


WHEREAS, Seller is the owner of certain
assets detailed in Section 3.1 below (the “Assets”) which Purchaser desires to purchase; and


 


WHEREAS, Seller desires to sell and transfer
to Purchaser, and Purchaser desires to purchase and receive from Seller, the Assets for the consideration of and upon the terms
and conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the
promises and mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:


 


PURCHASE AND SALE OF THE ASSETS


 


1.           Recitals.  The
Recitals set forth above are incorporated and made a part of this Agreement.


 


2.           Supersedes
all Prior Agreements.  This Agreement hereby supersedes and replaces all prior agreements both written and oral.  In
the event any prior agreements shall have terms which conflict with this Agreement, the terms of this Agreement shall control.


 


3.           Sale
and Purchase of Assets.  Subject to the terms and conditions of this Agreement, Seller shall sell the Assets to the
Purchaser.


 


3.1The Assets shall include:


 


		(i)	a condominium unit (the “Condo Unit”) at Americana at Glendale, California as described in a copy of the deed (the
“Deed”), a copy of which is attached as Exhibit A hereto;



 


		(ii)	a 2010 Dodge Van, as set forth in the certificate of title, a copy of which is attached as Exhibit B hereto;



 


		(iii)	a 2007 Mercedes Benz, as set forth in the certificate of title, a copy of which is attached as Exhibit C hereto; and



 


		(iv)	a 2006 Bentley, as set forth in the certificate of title attached as Exhibit D hereto.



 


4.           Purchase
Price.  The purchase price to be paid by Purchaser to Seller for all of the Assets shall be U.S. $615,490.00 (the
“Purchase Price”).


 


5.           Allocation
of Purchase Price.  The Purchase Price shall be allocated as follows: (i) U.S. $491,283.00 for the Condo Unit; (ii)
U.S. $13,801.00 for the Doge Van; (iii) U.S. $43,371.00 for the Mercedes Benz; and (iv) U.S. $67,035.00 for the Bentley.


 


6.           Closing
and Closing Date.  The closing (the “Closing Date”) shall take place on a date and at a location that
is mutually agreed upon by both parties.


 



    	 



    	 



    

 


7.           Transfer
of Property.  At the Closing, Seller shall deliver to the Purchaser a Deed for the Condo Unit and certificates of
title for each vehicle, effectively transferring, assigning and delivering to the Purchaser all of Seller’s right, title,
and interest in and to the Assets.


 


8.           Further
Assurances. From and after the Closing Date, the parties shall do such acts and execute such documents and instruments as
may be reasonably required to effectuate the transactions contemplated by this Agreement.


 


REPRESENTATIONS AND WARRANTIES OF THE
SELLER


 


9.           Representations
and Warranties of Seller.  Seller hereby represents and warrants to the Purchaser as follows:


 


(i)            Seller
has duly authorized and approved the execution and delivery of this Agreement and the performance of the transactions provided
for herein. No other action is required in connection herewith. This Agreement constitutes a legal, valid and binding obligation
of Seller and is enforceable against Seller in accordance with its terms.


 


(ii)           Seller
is not, and shall not on the Closing Date be, a party to any contract or agreement relating to, having effect upon or restricting
the sale, assignment or transfer of the Assets.


 


(iii)          No
agent, broker, person or firm acting on behalf of Seller or any of its affiliates is or will be entitled to any commission, broker's
or finder's fees from any party, or from any affiliate of any party, in connection with any of the transactions contemplated by
this Agreement.


 


(iv)          Seller
is, and on the Closing Date shall be, in compliance with all applicable laws, ordinances, rules and regulations of the City, County,
State and Federal Government and all administrative instrumentalities relating to the Assets and the use thereof by Purchaser.


 


(v)           No
representation and warranty of Seller contained in this Agreement (including, without limitation, the Exhibits hereto), nor any
other statement, schedule, certificate or other document delivered or to be delivered by Seller to Purchaser pursuant hereto or
in connection with the transactions contemplated by this Agreement, contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary in order to make the statements made herein or therein, in light
of the circumstances in which they were made, not misleading.


 


(vi)          There
is no judgment, order, injunction, decree or award issued by any court, arbitrator, governmental body or agency thereof to which
the Seller is a party and which would materially affect the Assets acquired hereunder.


 


(vii)         Seller
is the sole owner of all right, title and interest in and to the Assets.


 


(viii)        Except
for the representations and warranties contained herein, Seller makes no other express or implied representation or warranty on
behalf of Seller and Seller makes no other express or implied representation or warranty with respect to the Assets with respect
to the subject matter of this Agreement.


 


REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER


 


10.           Representations
and Warranties of Purchaser.  Purchaser hereby represents and warrants to the Seller as follows:


 


(i)            Purchaser
has duly authorized and approved the execution and delivery of this Agreement and the performance of the transactions provided
for herein. No other action is required in connection herewith. This Agreement constitutes a legal, valid and binding obligation
of Purchaser and is enforceable against Purchaser in accordance with its terms.


 



    	 



    	 



    

 


(ii)           No
agent, broker, person or firm acting on behalf of Purchaser or any of its affiliates is, or will be, entitled to any commission,
broker's or finder's fees from any party, or from any affiliate of any party, in connection with any of the transactions contemplated
by this Agreement.


 


(iii)          No
representation or warranty of Purchaser contained in this Agreement, nor any other statement, schedule, certificate or other document
delivered or to be delivered by Purchaser to S Seller pursuant hereto or in connection with the transactions contemplated by this
Agreement, contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary
in order to make the statements made herein or therein, in the light of the circumstances in which they were made, not misleading.


 


(iv)          Purchaser
represents and warrants to, and covenants with, the Seller that Purchaser is knowledgeable, sophisticated and experienced in making,
and is qualified to make, decisions with respect to the purchase of the Assets hereunder.  Purchaser has requested, received,
reviewed and considered all information it deems relevant in making an informed decision to acquire the Assets, and in connection
with its decision to acquire the Assets herein, has relied solely upon its own knowledge and investigation of the Seller’s
books and records related to the Assets and the representations and warranties of Seller set forth herein.


 


(v)           As
of the Closing Date, Purchaser has no knowledge of any current, material breach by Seller of Seller’s representations or
warranties contained in this Agreement or any agreements contemplated thereby.


 


(vi)          Except
for the representations and warranties contained herein, neither the Purchaser, nor any other related person, makes any other express
or implied representation or warranty on behalf the Purchaser.


 


SURVIVIAL OF THE REPRESENTATIONS AND
WARRANTIES


 


11.            The
representations, warranties and agreements of Seller and Purchaser as set forth in this Agreement or in any Exhibit attached hereto
are made as of the date of this Agreement and shall be true, correct and accurate on and as of the Closing Date.


 


MISCELLANEOUS


 


12.           Survival
of Terms and Conditions.  All of the terms and conditions, warranties, covenants and representations of the respective
parties hereto shall survive the closing date and shall continue in full force and effect thereafter.


 


13.           Entire
Agreement.  This Agreement and the Exhibits attached hereto constitute the entire agreement of the parties hereto
and may not be modified except in writing of like kind by the parties hereto.


 


14.           Notice.  Any
notice which may be given hereunder shall be deemed to have been given if sent by Registered or Certified Mail, postage prepaid,
return receipt requested, as follows:


 


If to Seller:


 


Li Hsing Chen


USA XO Tours, Inc.


9368 Valley Blvd., #103


Rosemead, CA 91770


 



    	 



    	 



    

 


If to Purchaser:             


 


San Lotus Holding Inc.


3F-B302D, No. 185


Taoyuan County 325


Taiwan


Attn: Chien Yang Yu


 


With a Copy To:


 


Megan J. Penick, Esq.


300 Carroll Close


Tarrytown, NY 10591


 


15.         Governing
Law.  This Agreement shall be governed by and construed in accordance with the substantive laws of the State
of New York, without reference to its choice of law rules.


 


16.         Descriptive
Headings.  The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to affect the meaning or construction of any of the provisions hereof.


 


17.         Integration.  This
Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations
or agreements, whether written or oral.  This Agreement shall be binding upon and inure to the benefit of the parties,
their heirs, personal representatives, successors and assigns.


 


18.         Arbitration.
In the event of any dispute hereunder, the parties shall use their reasonable efforts to resolve such dispute through discussions
by their authorized representatives. Any dispute which is not so resolved within 15 calendar days after the start of such discussions
(or such longer period as may be mutually agreed) shall be resolved by arbitration in accordance within the commercial arbitration
rules of the American Arbitration Association. The arbitral tribunal shall charge all costs and expenses of the arbitration, including
the fees and expenses of the arbitral tribunal and any experts, to the non-prevailing Party; provided that if the tribunal determines
that there is not a prevailing Party, such costs and expenses shall be allocated between the parties as the arbitral tribunal deems
fair and reasonable taking into account the extent to which parties’ relative positions have prevailed.


 


19.         Waivers.  No
course of dealing between any of the Seller and the Purchaser, nor any failure to exercise, nor any delay in exercising, any right,
power or privilege of the Purchaser hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or
privilege.


 


20.         Modification.  This
Agreement may not be modified except in writing signed by both parties hereto.  Any and all purported modifications not
in a signed writing shall be of no force or effect.


 


21.         Severability.  The
provisions of this Agreement are severable.  If any clause or provision hereof shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision or
part thereof in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction or any
other clause or provision in this Agreement in any jurisdiction.


 


22.         Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute
one document.


 



    	 



    	 



    

 


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IN WITNESS WHEREOF, the parties have hereunto
affixed their hands and seals the day and year first above written.


 


	 	SELLER: USA XO Tours Inc.
	 	 	 
	 	By: 	/s/ Li Hsing Chen 
	 	Name: Li Hsing Chen
	 	Title: President
	 	 	 
	 	PURCHASER: San Lotus Holding Inc.
	 	 	 
	 	By:	/s/ Li Hsing Chen 
	 	Name: Li Hsing Chen
	 	Title: President


 



    	 



    	 



    

 


Exhibit A


 


Copy of Deed


 



    	 



    	 



    

 


Exhibit B


 


Certificate of Title


 



    	 



    	 



    

 


Exhibit C


 


Certificate of Title


 



    	 



    	 



    

 


Exhibit D


 


Certificate of Title