CANCELLATION OF PROMISSORY NOTE
CANCELLATION OF PROMISSORY NOTE
This Cancellation of Promissory Note ("Cancellation Agreement") is entered into August 11, 2014, between San Lotus Holding Inc. ("SLH") and Chen, Kuan-Yu (the "Land Sellers").
R E C I T A L S
A. WHEREAS, SLH assumed a certain Promissory Note dated as of August 11, 2014 and originally held by Green Forest Management Consulting Inc. in the original principal amount of One Billion Two Hundred Fourteen Million Three Hundred Ninety Eight Thousand Fifteen New Taiwan Dollars (TWD $1,214,398,015), in favor of the Land Sellers (the "Note");
B. WHEREAS, the Land Seller used the funds owed under the Note to subscribe to shares of SLH common stock, which stock was distributed pursuant to the instructions of the Land Seller as indicated on Schedule A attached hereto;
C. WHEREAS, the parties hereto agree that there are no obligations outstanding among the parties whatsoever relating to the Note; and
D. NOW, THEREFORE, the parties hereto desire to cancel the Note.
A G R E E M E N T
The Note is hereby terminated and cancelled and is of no further force and effect. The Land Seller hereby agree to promptly return the Note to SLH.
IN WITNESS WHEREOF, the parties hereto have executed this Cancellation Agreement.
San Lotus Holding Inc.
By: /s/ Chen, Li Hsing
Chen, Li Hsing
Chairman of the Board
Green Forest Management Consulting Inc.
By: /s/ Chiang, Yu-Chang By: /s/ Chen, Kuan-Yu
Chiang, Yu-Chang Chen, Kuan-Yu
Director 4F, Flat2, Man Wah Building
Man Wui Street, Yau Ma Tei
Hong Kong SAR
1
Schedule A
PURCHASER LIST
|
| Purchaser |
| Purchase Amount(TWD) |
| Purchase Amount(USD) |
| Purchasing Shares |
| 1 | Ocean Reserve Ltd. |
| $287,594,246 |
| $9,699,637.30 |
| 47,994,245 |
| 2 | Show King Holdings Inc. |
| $31,388,053 |
| $1,058,619 |
| 5,238,095 |
| 3 | YU, CHIEN-YANG |
| $9,987,110 |
| $336,833.40 |
| 1,666,667 |
| 4 | CHANG, CHING |
| $4,955,903 |
| $167,146.80 |
| 827,050 |
| 5 | R&G INTERNATIONAL CO., LTD. |
| $191,752,551 |
| $6,467,202.40 |
| 32,000,012 |
| 6 | CHEN TSENG, CHIH YING |
| $10,652,946 |
| $359,289.90 |
| 1,777,783 |
| 7 | CHEN, LI HSING |
| $15,357,271 |
| $517,951.80 |
| 2,562,849 |
| 8 | YEN, HSIU CHEN |
| $1,210,221 |
| $40,816.90 |
| 201,964 |
| 9 | LEUNG, SIU WING |
| $119,845 |
| $4,042.00 |
| 20,000 |
| 10 | CHANG, HAO-CHUN |
| $719,072 |
| $24,252.00 |
| 120,000 |
| 11 | GU, YA-TING |
| $75,447 |
| $2,544.60 |
| 12,591 |
| 12 | LU, CHING-HO |
| $15,646 |
| $527.70 |
| 2,611 |
| 13 | Mohialddin Khalid AL-Sawaf |
| $85,689 |
| $2,890.00 |
| 14,300 |
| 14 | CHEN,LING-JU |
| $27,936 |
| $942.20 |
| 4,662 |
| 15 | CHEN,QUAN-PING |
| $37,151 |
| $1,253.00 |
| 6,200 |
| 16 | PENG, YI-CHEN |
| $13,933 |
| $469.90 |
| 2,325 |
| 17 | LIU,SAN-YU |
| $14,861 |
| $501.20 |
| 2,480 |
| 18 | TSENG, HSIANG-CHIH |
| $27,865 |
| $939.80 |
| 4,650 |
| 19 | LIN,CHIA-LING |
| $1,995 |
| $67.30 |
| 333 |
| 20 | Benchmark Assets Management Limited |
| $41,682 |
| $1,405.80 |
| 6,956 |
| 21 | Daphne Chen Ltd. |
| $303,150 |
| $10,224.30 |
| 50,590 |
| 22 | Rocky Yu Ltd. |
| $303,150 |
| $10,224.30 |
| 50,590 |
| 23 | Jackson Yu Ltd. |
| $303,150 |
| $10,224.30 |
| 50,590 |
| 24 | Dennis Yu Ltd. |
| $303,150 |
| $10,224.30 |
| 50,590 |
| 25 | Gu Gu Gu Ltd. |
| $4,232,715 |
| $142,756.00 |
| 706,363 |
| 26 | Nan Fang Ltd. |
| $740,458 |
| $24,973.30 |
| 123,569 |
| 27 | LIAO, MIAO-CHEN |
| $59,923 |
| $2,021.00 |
| 10,000 |
| 28 | Chen, Chun-hung |
| $11,985 |
| $404.20 |
| 2,000 |
| 29 | Liu, Chi-Jen |
| $179,768 |
| $6,063.00 |
| 30,000 |
| 30 | LIN, CHUN-HAN |
| $1,523,215 |
| $51,373.20 |
| 254,197 |
| 31 | Golden Hen Holding Inc |
| $2,396,906 |
| $80,840.00 |
| 400,000 |
| 32 | A Band Inc |
| $2,396,906 |
| $80,840.00 |
| 400,000 |
| 33 | A Benbow Holding Inc |
| $2,396,906 |
| $80,840.00 |
| 400,000 |
| 34 | Animedia Holding Inc |
| $25,966,480 |
| $875,766.60 |
| 4,333,333 |
| 35 | AHI Adaptation Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 36 | AHI Advertising Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 37 | AHI Animation Inc |
| $9,987,110 |
| $336,833.40 |
| 1,666,667 |
| 38 | AHI Blueprint Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 39 | AHI Broadcasting Inc |
| $9,987,110 |
| $336,833.40 |
| 1,666,667 |
| 40 | AHI Diction Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 41 | AHI Equipment Inc |
| $9,987,110 |
| $336,833.40 |
| 1,666,667 |
| 42 | AHI Illustration Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 43 | AHI Library Inc |
| $9,987,110 |
| $336,833.40 |
| 1,666,667 |
| 44 | AHI Marketing Inc |
| $23,969,060 |
| $808,400.00 |
| 4,000,000 |
| 45 | AHI Peripherals Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 46 | AHI Photography Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 47 | AHI Pictures Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 48 | AHI Post Production Inc |
| $9,987,110 |
| $336,833.40 |
| 1,666,667 |
| 49 | AHI Publishing Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 50 | AHI Sound Inc |
| $29,961,325 |
| $1,010,500.00 |
| 5,000,000 |
| 51 | AHI Talent Agency Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 52 | AHI Voice Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 53 | Animedia TV Inc |
| $19,974,215 |
| $673,666.60 |
| 3,333,333 |
| 54 | AHI Content Inc |
| $9,987,110 |
| $336,833.40 |
| 1,666,667 |
| 55 | AHI Lighting Inc |
| $9,987,110 |
| $336,833.40 |
| 1,666,667 |
| 56 | AHI Film Inc |
| $19,974,215 |
| $673,666.60 |
| 3,333,333 |
| 57 | AHI Records Inc |
| $9,987,110 |
| $336,833.40 |
| 1,666,667 |
| 58 | App Artist Holding Inc |
| $2,396,906 |
| $80,840.00 |
| 400,000 |
| 59 | App Artist Blueprint Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 60 | App Artist Library Inc |
| $9,987,110 |
| $336,833.40 |
| 1,666,667 |
| 61 | App Artist Marketing Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 62 | App Artist Services Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 63 | App Artist Software Inc |
| $9,987,110 |
| $336,833.40 |
| 1,666,667 |
| 64 | A Peace World Holding Inc |
| $2,396,906 |
| $80,840.00 |
| 400,000 |
| 65 | APW Assets Inc |
| $59,922,650 |
| $2,021,000.00 |
| 10,000,000 |
| 66 | APW Construction Inc |
| $29,961,325 |
| $1,010,500.00 |
| 5,000,000 |
| 67 | APW Contractor Inc |
| $29,961,325 |
| $1,010,500.00 |
| 5,000,000 |
| 68 | APW Development Inc |
| $29,961,325 |
| $1,010,500.00 |
| 5,000,000 |
| 69 | Genie Experiences Holding Inc |
| $19,974,215 |
| $673,666.60 |
| 3,333,333 |
| 70 | Genie Experiences Coach Inc |
| $9,987,110 |
| $336,833.40 |
| 1,666,667 |
| 71 | Genie Experiences Marketing Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 72 | Genie Experiences Realty Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 73 | Genie Experiences Services Inc |
| $19,974,215 |
| $673,666.60 |
| 3,333,333 |
| 74 | Autarky Holding Inc. |
| $2,396,906 |
| $80,840.00 |
| 400,000 |
| 75 | Autarky Consulting Inc |
| $15,979,375 |
| $538,933.40 |
| 2,666,667 |
| 76 | Autarky Immigration Services Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 77 | Autarky Library Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 78 | Autarky Management Consulting Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 79 | Autarky Marketing Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 80 | Autarky Publishing Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 81 | Autarky Services Inc |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 82 | BKPR Inc. |
| $5,992,265 |
| $202,100.00 |
| 1,000,000 |
| 83 | Magnate Holding Inc |
| $2,396,906 |
| $80,840.00 |
| 400,000 |
| 84 | Framework Capital Inc |
| $39,948,435 |
| $1,347,333.40 |
| 6,666,667 |
| 85 | Axis Holding Inc |
| $19,974,215 |
| $673,666.60 |
| 3,333,333 |
| 86 | Kreo Socivs Holding Inc |
| $2,396,906 |
| $80,840.00 |
| 400,000 |
|
| Total |
| $1,214,398,015 |
| $40,957,774.70 |
| 202,660,931 |
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