STOCK PURCHASE AGREEMENT


 


THIS AGREEMENT
is made and entered on May 2, 2016 by and between Takaaki Matsuoka whose address is 3-18-17-6F, Minamiaoyama, Minato-ku, Tokyo,
107-0062, Japan, ("Seller") and Primavera Singa Pte Ltd whose address is 60 Paya Lebar Rd #09-25, Paya Lebar Square 409051,
Singapore ("Purchaser");


WHEREAS,
the Seller is the record owner and holder of the issued and outstanding shares of the capital stock of Stemcell Holdings, Inc.
("Corporation"), a Delaware corporation, which Corporation has issued capital stock of 20,000,000 shares of 0.0001 USD
par value common stock; and


WHEREAS,
the Purchaser desires to purchase from Seller and the Seller desires to sell to Purchaser 17,299,533 shares of common stock of
the Corporation for an aggregate purchase price of 3,000,000 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 May 2, 2016, 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. 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.


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.


4. 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.


5. 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 Osaka, 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.




    	 



    	 



    

 


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:Takaaki Matsuoka


By: /s/ Takaaki Matsuoka


 


Purchaser: Primavera Singa Pte
Ltd


By: /s/ Shiho Matsuoka

Shiho Matsuoka

President


 


EXHIBIT "A" AMOUNT AND
PAYMENT OF PURCHASE PRICE 


(a) Consideration.
As total consideration for the purchase and sale of 17,299,533 shares of the Corporation's Stock, pursuant to this Agreement, the
Purchaser shall pay to the Seller the sum of 3,000,000 JPY, 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
3,000,000 JPY to be delivered to Seller upon the execution of this Agreement.


ii. The sum of
3,000,000 JPY to be delivered to Seller at Closing.