STOCK PURCHASE
AGREEMENT


 


THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of August 31, 2016 by and between each
seller identified on the signature page hereto (the “Seller”) and San Lotus Inc., a California corporation
(the
“Purchaser”).


 


RECITALS


 


A.  Seller owns a total of 50,000 shares of the
issued and outstanding shares of common stock (the “Shares”) of San Lotus
Holding Inc., a British
Virgin Islands corporation (the "Company").


 


B. Pursuant to the terms and
conditions of this Agreement, Seller desires to sell, and Purchaser desires to
purchase, all of the Seller’s rights, title and interest in and to all of the Company’s
shares held by Seller
(the
“BVI Shares”) as
further described herein.


 


C. Following the Purchaser’s acquisition
of the BVI Shares, Seller
will relinquish their entire interests in the Company, including all Company
assets, and Purchaser will become the majority owner of the Company and will
assume responsibility for overseeing the management, property and personnel of
the Company. 


 


                NOW,
THEREFORE, in consideration of the covenants, promises and representations set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:


 


1.          Incorporation
of Recitals.  The recitals set forth above are incorporated herein by
reference.


 


2.             Agreement
to Purchase and Sell.  Subject to the terms and conditions of
this Agreement, simultaneous with the execution and delivery of this Agreement,
Seller shall sell, assign, transfer, convey and deliver to Purchaser, and
Purchaser shall accept and purchase, the BVI Shares and any and all rights in the BVI Shares to which
Seller is
entitled,
and by doing so Seller shall be deemed to have assigned all of their rights,
title and interest in and to the BVI Shares to Purchaser.  Such
sale of the BVI Shares shall be
evidenced by stock certificates, duly endorsed in blank or accompanied by stock
powers duly executed in blank or other instruments of transfer in form and
substance reasonably satisfactory to the transfer agent of the Company or the
Company, in the event the Company has no transfer agent.  


 


3.           Consideration.  In
consideration for the sale of the BVI Shares, Purchaser shall pay to Seller $1 in cash, (the “Purchase
Price”). 


 


4.           Closing;
Deliverables. The Purchase Price for the Shares is in an aggregate
of USD$1, and after the execution of this Agreement, the purchase and sale of
the Shares under
this Agreement shall
be held on January 1, 2017 (the
“Closing”).



 


 5.      Representations
and Warranties of Seller.  As an inducement to Purchaser to
enter into this Agreement and to consummate the transactions contemplated
herein, each Seller represents and warrants to Purchaser as follows:


 


5.1           Authority.  Seller
has the right, power, authority and capacity to execute and deliver this
Agreement, to consummate the transactions contemplated hereby and to perform his
or her obligations under this Agreement.  This Agreement constitutes
the legal, valid and binding obligations of Seller, enforceable against Seller
in accordance with the terms hereof.


 


5.2           Ownership.  Seller
is the sole record and beneficial owner of the BVI Shares, has
good and marketable title to the BVI Shares, free and clear of all
Encumbrances (hereafter defined), other than applicable restrictions under
applicable securities laws, and has full legal right and power to sell,
transfer and deliver the
BVI
Shares to Purchaser in accordance with this
Agreement.  “Encumbrances” means any liens, pledges, hypothecations,
charges, adverse claims, options, preferential arrangements or restrictions of
any kind, including, without limitation, any restriction of the use, voting,
transfer, receipt of income or other exercise of any attributes of
ownership.  Upon the execution and delivery of this Agreement,
Purchaser will receive good and marketable title to the BVI Shares, free
and clear of all Encumbrances, other than restrictions imposed pursuant to any
applicable securities laws and regulations.  There are no
stockholders’ agreements, voting trusts, proxies, options, rights of first
refusal or any other agreements or understandings with respect to the Shares.


 


5.3           Valid
Issuance.  The BVI Shares are duly authorized, validly issued, fully
paid and non-assessable, and were not issued in violation of any preemptive or
similar rights.


 


5.4           No
Conflict.  None of the execution, delivery or performance of this
Agreement, and the consummation of the transactions contemplated hereby,
conflicts or will conflict with, or (with or without notice or lapse of time or
both) result in a termination, breach or violation of (i) any instrument,
contract or agreement to which the Seller is a party or by which he is bound,
or to which the
BVI
Shares are subject; or (ii) any federal, state, local or foreign law,
ordinance, judgment, decree, order, statute or regulation, or that of any other
governmental body or authority, applicable to the Seller or the BVI Shares.


 


5.5             No
Consent.  No consent, approval, authorization or order of,
or any filing or declaration with any governmental authority or any other
person is required for the consummation by the Seller of any of the
transactions on its part contemplated under this Agreement.


 


                5.6           No
General Solicitation or Advertising. Neither any Seller nor any of its
affiliates nor any person acting on its or their behalf (i) has conducted or
will conduct any general solicitation (as that term is used in Rule 502(c) of
Regulation D) or general advertising with respect to any of the BVI Shares, or (ii)
made any offers or sales of any security or solicited any offers to buy any
security under any circumstances that would require registration of the Shares
under the Securities Act of 1933, as amended (the “Securities Act”).


 


                5.7           Full
Disclosure. No representation or warranty of the Seller to the Purchaser in
this Agreement omits to state a material fact necessary to make the statements
herein, in light of the circumstances in which they were made, not misleading.
There is no fact known to the Seller that has specific application to the BVI Shares or the
Company that materially adversely affects or, as far as can be reasonably
foreseen, materially threatens the BVI Shares or the Company that has not been
set forth in this Agreement.


 


6.      Representations
and Warranties of Purchasers.  As an inducement to Seller to
enter into this Agreement and to consummate the transactions contemplated
herein, each Purchaser represents and warrants to Seller as follows:


 


6.1           Authority.  Purchaser
has the right, power, authority and capacity to execute and deliver this
Agreement, to consummate the transactions contemplated hereby and to perform its
obligations under this Agreement.  This Agreement constitutes the legal,
valid and binding obligations of Purchaser, enforceable against Purchaser in
accordance with the terms hereof.


 


6.2           No
Consent.  No consent, approval, authorization or order of,
or any filing or declaration with any governmental authority or any other
person is required for the consummation by the Purchaser of any of the
transactions on its part contemplated under this Agreement.


 


6.3           No
Conflict.  Neither the execution, delivery or performance of this
Agreement, or the consummation of the transactions contemplated hereby,
conflicts or will conflict with, or will (with or without notice or lapse of
time or both) result in a termination, breach or violation of (i) any
instrument, contract or agreement to which Purchaser is a party or by which it
is bound; or (ii) any federal, state, local or foreign law, ordinance, judgment,
decree, order, statute or regulation, or that of any other governmental body or
authority, applicable to Purchaser.


 


6.4           Potential
Loss of Investment.  Purchaser understands that an investment in
the
BVI
Shares is a speculative investment which involves a high degree of risk and the
potential loss of its entire investment.


 


6.5           Receipt
of Information.  Purchaser has received all documents, records,
books and other information pertaining to its investment that has been
requested by the Purchaser, including without limitation, a certificate of good
standing of the Company, its articles of incorporation and bylaws. 


 


6.6           No
Advertising.  At no time was the Purchaser presented with or
solicited by any leaflet, newspaper or magazine article, radio or television
advertisement, or any other form of general advertising or solicited or invited
to attend a promotional meeting otherwise than in connection and concurrently
with such communicated offer.


 


6.7     
     Investment Experience.  The Purchaser
is (i) experienced in making investments of the kind described in this
Agreement, (ii) able, by reason of its business and financial experience to
protect its own interests in connection with the transactions described in this
Agreement, and (iii) able to afford the entire loss of its investment in the
Shares.


 


6.8           Investment
Purposes.  The Purchaser is acquiring the BVI Shares for its
own account as principal, not as a nominee or agent, for investment purposes
only, and not with a view to, or for, resale, distribution or fractionalization
thereof in whole or in part and no other person has a direct or indirect
beneficial interest in the amount of restricted Shares the Purchaser is
acquiring herein.  Further, Purchaser does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or
grant participations to such person or to any third person, with respect to the
BVI Shares the
Purchaser is acquiring.


 


 7.      Indemnification;
Survival.


 


7.1           Indemnification.  Each
party hereto shall jointly and severally indemnify and hold harmless the other
party and such other party’s agents, beneficiaries, affiliates, representatives
and their respective successors and assigns (collectively, the “Indemnified
Persons”) from and against any and all damages, losses, liabilities, taxes and
costs and expenses (including, without limitation, attorneys’ fees and costs)
(collectively, “Losses”) resulting directly or indirectly from (a) any
inaccuracy, misrepresentation, breach of warranty or non-fulfillment of any of
the representations and warranties of such party in this Agreement, or any
actions, omissions or statements of fact inconsistent in any material respect with
any such representation or warranty, or (b) any failure by such party to
perform or comply with any agreement, covenant or obligation in this Agreement.


 


7.2           Survival.  All
representations, warranties, covenants and agreements of the parties contained
herein or in any other certificate or document delivered pursuant hereto shall
survive the date hereof until the expiration of the applicable statute of
limitations.


 


8.      Miscellaneous.


 


8.1           Further
Assurances.  From time to time, whether at or following the
Closing, each party shall make reasonable commercial efforts to take, or cause
to be taken, all actions, and to do, or cause to be done, all things reasonably
necessary, proper or advisable, including as required by applicable laws, to
consummate and make effective as promptly as practicable the transactions
contemplated by this Agreement.


 


8.2           Notices.  All
notices or other communications required or permitted hereunder shall be in
writing and shall be deemed duly given (a) if by personal delivery, when so
delivered, (b) if mailed, three (3) business days after having been sent by
registered or certified mail, return receipt requested, postage prepaid and
addressed to the intended recipients at the addresses set forth on the
signature page(s), or (c) if sent through an overnight delivery service in
circumstances to which such service guarantees next day delivery, the day
following being so sent to the addresses of the parties as indicated on the
signature page(s) hereto. Any party may change the address to which notices and
other communications hereunder are to be delivered by giving the other parties
notice in the manner herein set forth.


 


8.3           Choice
of Law.  This Agreement shall be governed, construed and enforced
in accordance with the laws of Taiwan (R.O.C.), without giving effect to its principles
of conflicts of law. 


 


8.4           
Disputes.  In the event a dispute arises regarding this Agreement, or concerning
any matter arising out of this agreement, the parties shall attempt to resolve
such dispute through negotiation and/or formal mediation. 


 


8.5            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. 


 


8.6           Assignment.
Each party's rights and obligations under this Agreement shall not be assigned
or delegated, by operation of law or otherwise, without the other party's prior
written consent, and any such assignment or attempted assignment shall be void,
of no force or effect, and shall constitute a material default by such party.


 


8.7           Amendments.  This
Agreement may be amended, modified, superseded or cancelled, and any of the
terms, covenants, representations, warranties or conditions hereof may be
waived, only by a written instrument executed by the parties hereto.


 


8.8           Waivers.  The
failure of any party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a later time to enforce
the same.  No waiver by any party of any condition, or the breach of
any term, covenant, representation or warranty contained in this Agreement,
whether by conduct or otherwise, in any one or more instances shall be deemed
to be or construed as a further or continuing waiver of any such condition or
breach or a waiver of any other term, covenant, representation or warranty of
this Agreement.


 


8.9           Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts and by
facsimile, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


8.10          Severability. 
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.


 


8.11         Interpretation.  The
parties agree that this Agreement shall be deemed to have been jointly and
equally drafted by them, and that the provisions of this Agreement therefore
shall not be construed against a party or parties on the ground that such party
or parties drafted or was more responsible for the drafting of any such
provision(s). The parties further agree that they have each carefully read the
terms and conditions of this Agreement, that they know and understand the
contents and effect of this Agreement and that the legal effect of this
Agreement has been fully explained to its satisfaction by counsel of its own
choosing.


 


                IN
WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement
as of the date first above written.


 


 SELLER:                                                                                              PURCHASER:


	
   

   

   

  /s/ Chang, Hsin-Yu

  Chang, Hsin-Yu

   (50,000BVI Shares)

   

   

  	
   

  San Lotus Holding Inc. (a California
  Corporation)

   

  By: /s/ Chen,
  Kuan-Yu
  

        Chen, Kuan-Yu

        Chairman