AGREEMENT OF ASSIGNMENT, ASSUMPTION ANDRELEASE

AGREEMENT OF ASSIGNMENT, ASSUMPTION AND RELEASE

THIS AGREEMENT is effective as of the 17th day of September, 2013, by and among:

San Lotus Holding Inc., a Nevada corporation (the “Assuming Party”);

Green Forest Management Consulting Inc. (the “Debtor”); and

The Creditors (the “Creditors”) listed on Exhibit A hereto.

WHEREAS, the Debtor is indebted to the Creditors under a promissory note in the aggregate principal sum of Ninety One Million Nine Hundred Ninety Six Thousand Five Hundred Twenty Four New Taiwan Dollars (TWD $91,996,524), identified in Exhibit B hereto (referred to as the “Liabilities”).

WHEREAS, the Debtor wishes to assign and delegate its obligations under these Liabilities to the Assuming Party and the Assuming Party wishes to assume the obligations under the Liabilities.

NOW THEREFORE, in consideration of the mutual covenants hereinafter provided and other valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree:

IN WITNESS WHEREOF, the parties hereto have set their hands.

Exhibit A

PROMISSORY NOTE HOLDERS

Exhibit B

GREEN FOREST MANAGEMENT CONSULTING INC.

FORM OF

PROMISSORY NOTE

TWD $91,996,524

Dated: ________________, 2013

For value received, and pursuant to the Land Sale and Purchase Agreement dated September __, 2013, Green Forest Management Consulting Inc. promises to pay the sellers of Da Ren International Development Inc., Chang Cheng-Sung, Liao Chi-Sheng, Yu Chien-Yang and Da Chuang Business Management Consultant Co., Ltd. (together, the “Da Ren Sellers”) the sum of Ninety One Million Nine Hundred Ninety Six Thousand Five Hundred Twenty Four New Taiwan Dollars (TWD $91,996,524). Each of the Da Ren Sellers’ ownership interests in this Promissory Note is detailed on Annex A to this Promissory Note.

The sum shall be repaid to the Da Ren Sellers on or before ___________, 2013 according to the instructions of the Da Ren Sellers.

Annex A

PROMISSORY NOTE HOLDERS