AGREEMENT TO
PURCHASE STOCK & CREDITOR’S RIGHT


 


San
Lotus Holding Inc. (the “Purchaser”) and each seller identified on the
signature page hereto (the “Seller”) entered this stock purchase agreement (the
“Agreement”) on August 31, 2016. The parties mutually agree as follows:


 


1.       Background.


 


A.      Seller owns all
outstanding shares of common stock in each company (each a “Company” and,
collectively, the “Companies”) listed as follows: 


 


Table I:


 


	
  Company
  Name

  	
  The
  outstanding shares held by Seller in the Company (collectively the “Shares”)

  	
  Seller’s
  Ownership in the Company

  
	
  AHI
  Film Inc.

  	
  10,000

  	
  100%

  




 


B.      Pursuant to the
terms and conditions of this Agreement, Seller desires to sell, and Purchaser
desires to purchase, all of Seller’s rights, title and interest in and to the
Shares held by Seller as described in Table I above.


 


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


 


D.      Seller
respectively owns the creditor’s right to collect the debts owed by each
Company as follows:


 


Table II:


 


	
  Company
  Name

  	
  Creditor’s
  Right held by Seller to the Company

  (collectively
  the “Creditor’s Right”)

  
	
  n/a

  	
  n/a

  




 


E.      Pursuant to the
terms and conditions of this Agreement, Seller desires to sell, and Purchaser
desires to purchase, all of Seller’s rights, title and interest in and to the Creditor’s
Right held by Seller as described in Table II above.


 


F.       Following the
Purchaser’s acquisition of the Creditor’s Right, Seller will relinquish their
entire interests in the Creditor’s Right, and Purchaser will become the sole
owner of the Creditor’s Right.


 


2.      Consideration
and Closing. 


 


The purchase price for the Shares and
Creditor’s Right is in an aggregate of USD$1 (the “Purchase Price”) as
following Table III, and after the execution of this Agreement, the purchase
and sale of the 10,000 shares in AHI Film Inc.
shall be held on January 1, 2017 (the
“Closing”):


 


Table III:


 


	
  The
  subject matter of transaction under this Agreement 

  	
  Price
  

  
	
   10,000
  shares in AHI Film Inc.

  	
  $1

  
	
  Total:

  	
  $1

  




 


 


 


3.     
Exempt Transaction


 


The Shares sold by Seller will not be registered under the
Securities Act of 1933, as amended, or any states’ Securities laws, on the
grounds that the transaction in which the shares are to be issued either
qualifies for applicable exemptions from the Securities registration
requirements of such statutes or such registration requirements have been
satisfied.  The exemptions being claimed include, but are not necessarily
limited to, those available under Sections 4(1) and 4(2) of the Securities Act
as well as the judicially-created 4(11⁄2) exemption and state securities laws;
and, Seller’s reliance upon the exemptions from the Securities registration
requirements of the federal and state securities laws is predicated in part on
the representations, understandings and covenants set forth in this Agreement.
 


 


4.      
Purchaser Representations and Warranties


Purchaser represents and
warrants to Seller the followings:


 


4.1    Purchaser’s
Financial Sophistication.  Purchaser is an accredited investor as
such term is defined in Rule 501 of Regulation D, promulgated under the
Securities Act of 1933. Purchaser has conducted a due diligence review of all
information he deems material and necessary to an adequate evaluation of this
stock purchase.


 


4.2    Purchaser
Recognizes Risks of Investment and Illiquidity.  Purchaser
understands that there is presently no public market and/or market value for
the Shares and that there is no guarantee that any public or private market for
the Shares may develop.


 


4.3    Lack
of Registration of Securities. Purchaser
acknowledges that the Shares offered, purchased and sold herein are not
registered with the United States Securities and Exchange Commission nor any state
securities regulatory body and that the statutory protection provided by such
registration is not available.


 


4.4    No
Guarantee of Future Registration.  Any
future offer or sale of the aforementioned Securities may require registration
with United States Securities and Exchange Commission or an available exemption
from registration by Purchaser that Seller makes no warranties or
representations.


 


4.5    No
Guarantee or Representation Regarding Performance.  Purchaser
hereby acknowledges that no representations or guarantees have been made to it
or any of its representatives or agents regarding the performance of the
aforementioned Shares by any officer, director, agent, consultant or other
representative of the Company or the Seller.


 


4.6    Access
to Material Information.  Purchaser
acknowledges that it and/or representatives designated by it have been given
reasonable access to, or the furnishing of, all material information prior to
the sale of the Securities herein relating to:


 


a.       All
material books and records of the Company;


 


b.       All
material contracts and documents relating to the proposed transaction;


 


c.       
An opportunity to question the appropriate executive officers or
principals of Company;


 


d.       Any
additional information deemed necessary by Purchaser to evaluate the investment
or to verify any information necessary to evaluate the investment or to verify
any information or representation; and


 


e.       
make such other investigation as Purchaser considered appropriate
or necessary to evaluate the business and financial affairs and condition of
the Company.


 


4.7    Release
and Hold Harmless.  Purchaser
hereby releases, acquits and hold harmless Seller, their agents, attorneys and
those acting in concert or participation with them from any and all matters
having to do with the lack of registration of the aforementioned Shares and,
further, covenants not to sue Seller, their agents, attorneys and those acting
in concert or participation with them with respect to any matters relating to
the lack of registration of the aforementioned Shares and the claim under
federal and state law of the private offering exemption.


 


4.8    Non-transferability
of Securities.  Purchaser
will not offer, sell, assign, pledge, hypothecate, or otherwise transfer at any
time any of Shares absent registration of the transaction under applicable
federal Securities laws and state Securities law or delivery of an opinion of
counsel satisfactory to Company that registration is not required under any of
those laws.


 


4.9    Shares
are Restricted Securities.  Purchaser
understands that, in furtherance of the transfer restrictions stated above:


 


a.      Company
will record stop transfer instructions in its stock record books to restrict an
impermissible resale or other transfer of Shares, and


 


b.      Each
document evidencing Shares will bear a restrictive legend in substantially the
following form:


 


THE SHARES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933,
AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE INCLUDING THE FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT, AS AMENDED.  THESE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE
TRANSFERRED: AT ANY TIME ABSENT EITHER (A) REGISTRATION OF THE TRANSACTION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, THE FLORIDA SECURITIES AND INVESTOR
PROTECTION ACT, AS AMENDED, AND EVERY OTHER APPLICABLE STATE SECURITIES LAW OR
(B) THE ISSUER’S RECEIPT OF AN ACCEPTABLE OPINION OF COUNSEL THAT REGISTRATION
OF THE TRANSACTION UNDER THOSE LAWS IS NOT REQUIRED.


 


4.10 Speculative
Investment.  Purchaser
understands that Shares are a speculative investment and that there are
substantial risks incident to an investment in the Shares.  Purchaser is
knowledgeable concerning the business of Company and has carefully considered
and understands the risks and other factors affecting the suitability of the
Securities as an investment for him.


 


4.11 Forward
Looking Statements May Differ From Actual Results.  Purchaser understands that any
forecasts or projections furnished to it by Company, if any, are only an
orderly prediction of future results based on estimates and assumptions of Company’s
management that eventually might or might not be substantiated and that neither
Seller, Company nor any officer or director of Company assures or guarantees in
any way that the projected results will be achieved.


 


4.12 Tax
Consequences.  Purchaser
understands that neither Seller, Company, nor any officer, director or
professional advisor of Company, make any representation or warranty to
Purchaser with respect to, or assumes any responsibility for, the federal
income tax consequences to it of an investment in Shares.


 


4.13 Sophistication
of Purchaser.  Because
of Purchaser’s knowledge and experience in financial and business matters, it
is able to evaluate the merits, risks, and other factors bearing upon the
suitability of Shares as an investment for it, and it has been afforded
adequate opportunity to evaluate this proposed investment in light of those
factors, his financial condition, investment knowledge and experience.


 


5.      
Seller’s Representations and Warranties


Seller represents and
warrants to Purchaser the followings:


5.1    Valid
and Binding Obligation of Seller.  Seller’s
execution, delivery, and performance of this Agreement is authorized and will
not constitute a breach or violation of, or a default under, any material
lease, contract, agreement, instrument, indenture, or mortgage to which the
Seller is a party.  This Agreement is a valid and binding obligation of
Seller.


 


5.2    Access
to Material Information. Seller
has provided to Purchaser reasonable access to, or the furnishing of, material
information, prior to the sale to Purchaser, of the following information:


 


a.      All
material books and records of Company;


 


b.      All
material contracts and documents relating to the proposed transaction;


 


c.       An
opportunity to question the appropriate executive officers or principals; and


 


d.      All
facts material to the transaction involving the sale of the Seller’s
Securities.


 


5.3    Non-registration
of Securities. Shares offered, purchased and sold herein have not been
registered with the United States Securities and Exchange Commission or any
state Securities regulatory agency.


 


5.4    Securities
Sold in Exempt Transaction.  The
offer, purchase and sale of Shares referenced herein is accomplished in
reliance upon Sections 4(1) and 4(2) of the Securities Act of 1933 and the
judicially created Section 4(11⁄2) exemption as an exempt transaction in
compliance with the aforementioned section.


 


5.5    Blue
Sky Exemption From Registration. Seller
is relying on Section 25104 (a) of California Corporations Code, thereby
claiming that the offer, purchase and sale of Shares pursuant hereto is
occurring in an exempt transaction under California Corporations Code and upon
applicable transaction exemptions in other states.  


 


6.      
Jurisdiction and Venue


This Agreement shall be governed by and construed solely and
exclusively in accordance with the laws of State of California without regard
to any statutory or common-law provision pertaining to conflicts of laws.
 


 


7.     
Miscellaneous Provisions


7.1    Notices. Any
notice required or provided for in this Agreement to be given to any Party
shall be mailed certified mail, return receipt requested, or hand delivered, to
the Party at the address set forth in the preamble.


 


7.2    Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Parties.


 


7.3    Construction.
The section headings, captions, or abbreviations are used for
convenience only and shall not be resorted to for interpretation of this
Agreement. Wherever the context so requires, the masculine shall refer to the
feminine, the singular shall refer to the plural, and vice versa.


 


7.4    Entire
Agreement. This Agreement contains the entire understanding among the
Parties and supersedes any prior written or oral agreement between them
respecting the subject matter of this Agreement. There are no representations,
agreements, arrangements, or understandings, oral or written, between the
Parties hereto relating to the subject matter of this Agreement that are not
fully expressed herein.


 


7.5     Amendments.
Any amendments to this Agreement shall be in writing signed by all parties.


 


7.6    Severability. In
case any one or more provisions contained in this Agreement shall, for any
reason, be held invalid illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had not been contained herein.


 


7.7    Counterparts.
This Agreement may be executed in multiple counterparts each of
which shall be deemed an original for all purposes.


 


7.8    Survival
of Representations and Warranties.  The representations
and warranties set forth in this Agreement shall be continuing and shall
survive the closing date.


 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.


 


	
  Seller

  	
   

  	
  Purchaser

  
	
   

   

   

  /s/
  Chang, Hsin-Yu

  	
   

  	
  San Lotus
  Holding Inc.

   

   

  By:/s/Chen, Kuan-Yu

  
	
  Chang, Hsin-Yu

  	
   

  	
  Chen, Kuan-Yu

  
	
   

  	
   

  	
  Chairman