STOCK
PURCHASE AGREEMENT


 


THIS
AGREEMENT is made and entered on July 31, 2014 by and between Hajime Abe whose address is 1-1-36,
Nishiawaji, Higashiyodogawa-ku, Osaka-shi, Osaka 533-0031, Japan, ("Seller") and TOA OPTICAL TECH, INC., a Delaware
corporation whose address is 1-1-36, Nishiawaji, Higashiyodogawa-ku, Osaka-shi, Osaka 533-0031, Japan
("Purchaser");


 


WHEREAS,
the Seller is the record owner and holder of the issued and outstanding shares of the capital stock of TOA HIKARI GIKEN CO., LTD.(the
"Corporation"), a Japan corporation, which Corporation has issued capital stock of 10 shares of no par value common
stock; and


 


WHEREAS,
the Purchaser desires to purchase from Seller and the Seller desires to sell to Purchaser 10 shares of common stock of the Corporation
for an aggregate purchase price of 10,000 JPY, upon the terms and subject to the conditions hereinafter set forth;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate
the purchase and the sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:


 


1.
PURCHASE AND SALE. Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated
hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing the Corporation's Stock,
and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this
Agreement. The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate
stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have
all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions
contemplated by this Agreement ("Closing") shall be held at Osaka, Japan, on July 31, 2014, or such other place, date
and time as the parties hereto may otherwise agree.


 


2.
AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration and method of payment thereof are fully set out in Exhibit "A"
attached hereto and made a part hereof.


 


3.
EFFECTIVE DATE. The effective date of this Agreement shall be July 31, 2014.


 


4.
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents:


 


(a)
Organization and Standing. Corporation is a corporation duly organized, validly existing and in good standing under the
laws of Delaware and has the corporate power and authority to carry on its business as it is now being conducted.


(b)
Restrictions on Stock.


 


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i.
The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third
person or relating to the voting of the Corporation's Stock.


 


ii.
Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.


 


iii.
There are no existing warrants, options, stock purchase agreements,redemption agreements, restrictions of any nature, calls or
rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.


 


5.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser hereby represent and warrant that there has been
no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties
hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.


 


6.
GENERAL PROVISIONS


 


(a)
Entire Agreement. This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties)
constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties
hereto with respect to the subject matter hereof.


 


(b)
Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Agreement.


 


(c)
Governing Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in
accordance with the laws of Japan. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and
venue of a court of subject matter jurisdiction located in Tokyo, Japan. In the event that litigation results from or arises out
of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees,
court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the
prevailing party may be entitled.


 


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IN
WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.


 


 


 


Signed,
sealed and delivered in the presence of:


  Seller:
Hajime Abe


                        


   By: 


 


 


 


 Purchaser:
TOA OPTICAL TECH, INC.


 


    By: 


 








 Hajime
Abe Sole Director


 


 


EXHIBIT
"A" AMOUNT AND PAYMENT OF PURCHASE PRICE


 





(a)
Consideration. As total consideration for the purchase and sale of 10 shares of the Corporation's Stock, pursuant to this
Agreement, the Purchaser shall pay to the Seller the sum of 10,000 JPY(¥10,000), such total consideration to be referred to
in this Agreement as the "Purchase Price".


 


(b)
Payment. The Purchase Price shall be paid as follows:


 


i.
The sum of 10,000 JPY (¥10,000) to be delivered to Seller upon the execution of this Agreement.


ii.
The sum of 10,000 JPY (¥10,000) to be delivered to Seller at Closing.


 


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