REVOCABLE LAND TRUST
AGREEMENT


 


 


This
Revocable
Land Trust Agreement
(the “Agreement”), is dated as of December 28, 2017 between Yu, Chien-Yang (the
“Trustee”) and San Lotus
Holding Inc. registered in British Virgin Islands (the “Grantor” and/or
 the “Beneficiary”).
This
Trust shall be known as THE MAKIZONOCHO LAND REVOCABLE TRUST, and shall be
administered in accordance with the following terms:


 


 


1.       TRUST PROPERTY 


The Beneficiary shall convey or cause to
be conveyed to the Trustee certain real property or properties specifically
described in “Schedule A” which is attached hereto and incorporated herein by
reference. All such real property and any other real property conveyed to and
accepted by the Trustee shall be called the “Trust Property.” The Trustee shall
hold title to the Trust Property for the purposes and upon the terms and
conditions set forth below.


 


2.       TRUST PURPOSE 


The objects and purposes of this Trust
are to hold the title to the Trust Property and to protect and to conserve the
Trust Property until its sale; liquidation; or disposition. 


 


3.       RIGHT AND DUTIES
OF TRUSTEE


3.1    The Trustee
shall specifically have the power to make and execute contracts for the lease or
sale of the Trust Property, mortgages secured by the Trust Property, option
agreements for the sale or lease of the Trust Property and to otherwise dispose
of the Trust Property as the Trustee shall be directed by the Beneficiary. 


 


3.2   
The
Trustee shall have the power to perform any act that the Beneficiary directs
the Trustee to perform.  The Trustee shall exercise his powers only upon the
written direction of the Beneficiary.


 


3.3   
The
Trustee shall only have such other duties as required in writing by the
Beneficiary.


 


3.4   
The
Trustee shall not have the power to bind the Beneficiary to any debt or
obligation without the express written consent of the Beneficiary.


 


4.       RIGHTS AND
DUTIES OF BENEFICIARY


4.1    The interests of
Beneficiary consist of (a) the right to lease, manage and control the Trust
Property; (b) the right to direct the Trustee with regard to the disposition of
the title to the Trust Property; and (c) the right to receive the profits,
earnings, avails and proceeds from the rental, sale mortgage or other
disposition of the Trust Property.


 


 


4.2   
The
Beneficiary shall be required to carry liability insurance in such forms and in
such amounts as the Trustee, in his sole discretion, shall deem necessary to
insure the Trust Property and the Trustee. If the Beneficiary fails to obtain
or maintain the required insurance policies, then the Trustee shall have the
right, in his sole discretion, to advance the money necessary to pay for said
insurance policies. The Beneficiary will reimburse the Trustee for the
insurance as set forth above.


 


5.       REVOCATION OR TERMINATION  


5.1    The Grantor may
revoke this Trust entirely by giving a 30 days written notice to the Trustee,
and may regain from the Trustee the Trust Property remaining after making
payment or provision for payment of all expenses connected with the
administration of this Trust.
The
Trustee shall execute any and all documents necessary to effectuate the
transfer of the Trust Property to the Beneficiary as its interest may appear.
Upon such revocation, this Agreement becomes void.


 


5.2   
This
Trust may be terminated by a written agreement between the Trustee and
Beneficiary. Upon such termination, this Agreement becomes void.


 


6.       ENTIRE AGREEMENT


This Agreement sets forth the entire
agreement and understanding of the parties in respect of the transactions
contemplated hereby and supersedes all prior and
contemporaneous  agreements, arrangements and understandings of the
parties relating to the subject matter hereof.  No representation,
promise, inducement, waiver of rights, agreement or statement of intention has
been made by any of the parties which is not expressly embodied in this
Agreement. 


 


7.       GOVERNING LAW  


This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of California.


 


 IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed as of the date first above written.


 


	
  Trustee

  	
   

  	
  Grantor and/or
  Beneficiary

  
	
   

   

   

  /s/
  Yu, Chien-Yang

  	
   

  	
   

   

   

  By:/s/ Chen, Kuan-Yu

  
	
  Yu, Chien-Yang

  	
   

  	
  Chen, Kuan-Yu

  Director of San
  Lotus Holding Inc., registered in British Virgin Islands

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  




 


 


 


 


 











Schedule A


 


 


	
  Name

  	
  Contract
  Date

  	
  Closing
  Date

  	
  Type
  of Property

  	
  item

  	
  area/m2

  	 

	
  Makizonocho
  Land 

  	
  2017/11/2

  	
  2017/11/2

  	
  Land

  	
  1437 Makizonocho Shukukubota,

  Kirishima-shi, Kagoshima-ken 899-6507

  Japan

  	
  1211.75

  	 

	
  1451-3 Makizonocho Shukukubota,

  Kirishima-shi, Kagoshima-ken 899-6507

  Japan

  	
  117

  	 

	
  1451-5 Makizonocho Shukukubota,

  Kirishima-shi, Kagoshima-ken 899-6507

  Japan

  	
  112

  	 

	
  Total

  	
  1440.75