CONVERTIBLE LOAN AGREEMENT


 


This CONVERTIBLE LOAN AGREEMENT (the “Agreement”)
is made as of the 25th day of February 2013 (the "Effective Date") between USA XO TOURS INC., a California
corporation, with an address at 9368 Rosemead Blvd., No. 103, Rosemead, CA 91770 (the "Company") and SAN LOTUS HOLDING
INC., a Nevada corporation, with an address at 3F B302C, No. 185 Kewang Road, Longtan Township, Taoyuan County 325, Taiwan (R.O.C.)
(the "Lender").


 


Recitals


 


A. The Company has borrowed from the Lender,
and the Lender has provided to the Company, certain funds (defined herein as the "Loan"), which the parties have agreed
to make subject to the terms and conditions set forth herein;


 


B. The Loan is convertible (the "Conversion")
into securities of the Company consisting of common shares of the Company, par value of $1, (the "Shares") upon the terms
and conditions set forth herein; and


 


C. The Lender understands and acknowledges
to the Company that this Agreement is being made pursuant to an exemption (the "Exemption") from registration provided
by Section 4(2) of the United States Securities Act of 1933, as amended, (the "Securities Act") and Rule 506 of Regulation
D of the Securities Act for the private offering of securities.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements herein contained, the receipt of which is hereby acknowledged by each of the parties hereto, the
parties hereto covenant and agree as follows:


 


1. Representations and Warranties of the Lender


 


(a)           The Lender represents, warrants to and agrees with the Company
that:


 


(i) the Lender makes the Loan to the Company and acquires
the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities
Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities;


 


(ii) the Lender is eligible to make the Loan to the
Company and acquire the Conversion Right in the Shares under Regulation D; further, all information, representations and warranties
contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof,
and may be relied upon by the Company;


 






    	 



    	 	



    
 


(iii) the Lender is aware of the significant economic
and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right;


 


(iv) no federal or state agency has passed upon or made
any finding or determination as to the fairness of this investment and no federal or state agency has recommended or endorsed the
investment made hereunder;


 


(v) the Lender acknowledges that:


 


A. there are substantial restrictions
on the sale and transferability of any Shares acquired upon exercise of the Conversion Right and the Lender understands that upon
exercising the Conversion Right it will receive unregistered securities; and


 


B. the Lender may not be able
to liquidate this investment in the event of any financial emergency and may be required to bear the economic risk of this investment
for a lengthy or even indefinite period of time;


 


(vi) the Lender, alone or with its advisor, has enough
knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in
the Company;


 


(vii) the Lender makes the Loan to the Company and acquires
the Conversion Right as principal for its own account and not for the benefit of any other person;


 


(viii) the Lender understands that any certificates
representing the Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will
read substantially as follows:


 


THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED
OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR
RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER
SUCH ACT.


 


(ix) the Lender has good and sufficient right and authority
to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained
herein.


 


(b)         The representations, warranties, covenants and agreements
of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall
remain in full force and effect throughout the term of this Agreement.


 


 






    	 



    	 	



    
 


2. The Loan


 


(a) Subject to the terms of this Agreement, the Lender hereby
agrees to loan to the Company, and the Company hereby agrees to borrow from the Lender, the principal sum of US$100,000 (the "Loan"),
which Loan was advanced to the Company on January 30, 2012 (the "Advancement Date).


 


(b) The Loan shall be repaid by the Company by converting the
Loan into shares of common stock (the “Share Conversion”) in the Company once the Company’s net asset value (“N.A.V.”)
has been accurately determined, to the satisfaction of the Lender, by a full and complete audit (the “Audit”) by a
U.S. certified public accountant. At such time, the Shares shall be calculated and distributed to the Lender based on the Company’s
N.A.V. Such Share Conversion shall occur automatically after completion of the Audit and the Company will deliver the Shares to
the Lender within a reasonable time after completion of the Audit.


 


(c) Should the Company be unable to complete the Audit
within six months from the Advancement Date, the Company shall be required to repay the entire face value of the Loan to the
Lender within seven (7) days after receiving written notice (the "Notice") from the Lender.


 


3. Covenants and Agreements of the Lender


 


(a) The Lender covenants and agrees with the Company that
the Lender shall not make demand for payment of the Loan prior to the completion of the Audit, or six months after the
Advancement Date, whichever occurs sooner, unless the Loan has otherwise become due and payable in accordance with the
provisions of this Agreement.


 


4. Default


 


(a)If one or more of the following events shall occur, namely:


 


(i) the Company fails to distribute the Shares or repay
the Loan in accordance with Section 2 above;


 


(ii) the Company makes an assignment for the benefit
of its creditors or files a petition in bankruptcy or is adjudicated insolvent or bankrupt or petitions or applies to any tribunal
for any receiver, receiver manager, trustee, liquidator or sequestrator of or for the Company or any of the Company's assets or
undertaking, or the Company makes a proposal or compromise with its creditors or if an application or a petition similar to any
of the foregoing is made by a third party creditor and such application or petition remains unstayed or undismissed for a period
of thirty (30) days;


 






    	 



    	 	



    
 


(iii)the Company fails to observe and comply with any
material term, condition or provision of this Agreement or any other agreement or document delivered hereunder, and such failure
continues unremedied for a period of thirty (30) days;


 


(iv) any representations, warranties, covenants or agreements
contained in this Agreement or any document delivered to the Lender hereunder are found to be untrue or incorrect as at the date
thereof; or


 


(v) the holder (including the Lender) of any mortgage,
charge or encumbrance on any of the Company's assets and undertaking does anything to enforce or realize on such mortgage, charge
or encumbrance;


 


then the Loan to the date of such default shall, at the option
of the Lender, immediately become due and payable without presentment, protest or notice of any kind, all of which are waived by
the Company.


 


5. General


 


(a)The parties hereto shall execute and deliver all such
further documents and instruments and do all such acts and things as may either before or after the execution of this Agreement
be reasonably required to carry out the full intent and meaning of this Agreement.


 


(b) This Agreement shall be construed in accordance with
the laws of the State of Nevada.


 


(c)This Agreement may be assigned by the Lender subject
to any assignee making requisite representations to meet applicable securities law exemptions; this Agreement may not be assigned
by the Company.


 


(d) This Agreement may be signed by the parties in as many
counterparts as may be deemed necessary, each of which so signed shall be deemed to be an original, and all such counterparts together
shall constitute one and the same instrument.


 


(e) All notices, requests, demands or other communications
hereunder shall be in writing and shall be "deemed delivered" to a party on the date it is hand delivered, or delivered
by express or certified mail, to such party's address first above written, or to such other address as may be given in writing
by the parties hereto.


 






    	 



    	 	



    
 


IN WITNESS WHEREOF the parties have hereunto set their hands
effective as of the date first above written.


 


USA XO TOURS INC.


 


 


By: /s/ Chen Tseng Chih Ying


Chen Tseng Chih Ying, CEO


USA XO Tours Inc.


 


 


SAN LOTUS HOLDING INC.


 


 


By: /s/ Chen Tseng Chih Ying


Chen Tseng Chih Ying


San Lotus Holding Inc.