SWAV Enterprises Ltd.: Exhibit 10.4 - Filed by newsfilecorp.com






SUBSIDIARY STOCK PURCHASE AGREEMENT 

          This
SUBSIDIARY STOCK PURCHASE AGREEMENT (this “Agreement”) is made and
entered into as of April 26, 2010, between SWAV Enterprises Ltd., a Nevada
corporation (the “Company”), and Pui Shan Lam (the “Purchaser”). 

          WHEREAS,
the Company is a party to that certain Share Purchase Transaction Agreement (the
“Transaction Agreement”) with Lotus (“Lotus”) pursuant to which the Company has
agreed to purchase Lotus;

          WHEREAS,
SWAV Holdings, Inc. (“SWAV Holdings”) is the sole and wholly-owned subsidiary of
the Company; 

          WHEREAS,
it is a condition precedent to the consummation of the transactions contemplated
by the Transaction Agreement that the Company sell SWAV Holdings to the
Purchaser; 

          WHEREAS,
the Purchaser is willing to accept all of the outstanding capital stock of SWAV
Holdings together with all of the liabilities and obligations of SWAV Holdings
together with specified obligations and liabilities of the Company; 

          NOW
THEREFORE, in consideration of the foregoing and the terms and conditions
hereof, the parties hereto agree as follows: 

ARTICLE I: 

PURCHASE AND SALE OF STOCK AND SPECIFIED OBLIGATIONS 

Section
1.1      TRANSFER OF SWAV HOLDINGS 

Subject to the terms and conditions hereof, on the Closing Date
(as defined below), the Company shall sell, convey, transfer, assign and deliver
to the Purchaser and the Purchaser shall purchase from the Company all of the
issued and outstanding common shares of SWAV Holdings, free of all liens,
charges or other encumbrances (the “Subsidiary Stock”). 

Section 1.2      THE
CLOSING 

The purchase of the SWAV Holdings Shares shall take place at
the law office of The Sourlis Law Firm located at 214 Broad Street, Red Bank,
New Jersey 07701 or such other place as the Parties may agree to within two
business days after the satisfaction of all conditions set forth herein (the
“Closing”) on or about April 15, 2010 (the “Closing Date”). 

Section
1.3      DELIVERIES AT THE CLOSING 

On the Closing Date in order to effectuate the transfer of SWAV
Holdings Stock:

- 1 -





	 	(a) 	
      Subject to the terms and conditions of this Agreement, on
      the Closing Date (as hereinafter defined), the Company shall issue and
      deliver to the Purchaser 100% of the issued and outstanding securities of
      SWAV Holdings and SWAV shall deliver to stock certificate(s) evidencing
      all of all of the issued and outstanding securities of SWAV Holdings
      shares of SWAV Holdings (the “SWAV Holdings Shares”), duly endorsed on the
      reverse side of such stock certificate(s) or accompanied by duly executed
      stock powers and any and all other duly executed transfer documents
      required to transfer the SWAV Holdings Shares to the Purchaser. At any
      time, and from time to time, upon request of the Purchaser after the
      Closing Date, SWAV agrees to duly execute, acknowledge and deliver,
      without further consideration, all such further documents, and take all
      such further actions consistent with this Agreement and the transaction
      contemplated hereby, as shall be necessary to effectuate the transfer of
      the SWAV Holdings Shares as provided herein free of all liens, security
      interests, pledges, restrictions, encumbrances, equities, claims, charges,
      voting agreements, voting trusts, proxies and rights of any kind, nature
      or description.

	 	 	 
	 	(a) 	
      The Purchaser and the Company shall each deliver all
      documents, certificates, agreements and instruments required to be to
      affect the purposes hereof; and

	 	 	 
	 	(b) 	
      All instruments and documents executed and delivered to
      any party pursuant hereto shall be in a form and substance, and shall be
      executed in a manner, reasonably satisfactory to the receiving
    party.



Section
1.4      PURCHASE PRICE 

Subject to the terms and conditions of this Agreement, the
purchase price for SWAV Holdings Stock (the “Purchase Price”) shall be $100.00
(USD). 

ARTICLE II: 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

The Company hereby represents and warrants to the Purchaser, as
of the date of this Agreement and as of the Closing (which representations and
warranties shall survive the Closing Date to the extent provided for herein):


Section
2.1      GOOD TITLE 

SWAV Holdings Stock is owned by the Company with good and
marketable title thereto, free and clear of any Encumbrance. 

Section
2.2      ORGANIZATIONS, GOOD
STANDING 

- 2 -




The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada, and has all
requisite corporate power and authority to own, operate and lease its properties
and assets and to carry on its business as now conducted. 

SWAV Holdings is a corporation duly incorporated, validly
existing and in good standing under the laws of the Province of Alberta, Canada,
and has all requisite corporate power and authority to own, operate and lease
its properties and assets and to carry on its business as now conducted. 

Section
2.3      AUTHORIZATION 

The Company has the full corporate power and authority enter
into this Agreement and each of the documents to which it is a party, and to
carry out the transactions contemplated hereby and thereby. This Agreement has
been duly executed and delivered by the Company, and this Agreement is, and will
be, on the Closing Date, a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with the terms of this Agreement.


Section
2.4      NO APPROVALS OR NOTICES
REQUIRED; NO CONFLICTS WITH INSTRUMENTS 

The execution, delivery and performance of this Agreement by
the Company and the consummation of the transactions contemplated hereby will
not (a) constitute any violation (with or without the giving of notice or lapse
of time, or both) of any provision of law or any judgment, decree, order,
regulation or rule of any court or other governmental authority applicable to
the Company, or (b) require any consent, approval or authorization of, or
declaration, filing or registration with, any person, corporation, partnership,
joint venture, association, organization, other entity or governmental or
regulatory authority(a “Person”). 

ARTICLE III: 

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 

Each Purchaser represents and warrants to the Company, as of
the date of this Agreement and as of the Closing Date (which representations and
warranties shall survive the Closing to the extent provided for herein): 

Section 3.1      AUTHORITY


The Purchaser has full power and authority to execute, deliver
and perform this Agreement and to carry out the transactions contemplated
hereby. This Agreement has been duly executed and delivered the Purchaser, and
this Agreement is, and will be, on the Closing Date, a legal, valid and binding
obligation of the Purchaser, enforceable against the Purchaser in accordance
with its terms. 

Section
3.2      NO APPROVALS OR
NOTICES REQUIRED; NO CONFLICTS WITH INSTRUMENTS 

- 3 -




The execution, delivery and performance of this Agreement by
the Purchaser and the consummation of the transactions contemplated hereby will
not (a) constitute a violation (with or without the giving of notice or lapse of
time, or both) of any provision of law or any judgment, decree, order,
regulation or rule of any court or other governmental authority applicable to
the Purchaser, or (b) require any consent, approval or authorization of, or
declaration, filing or registration with, any Person. 

Section
3.4      SATISFACTION OF COMPANY OBLIGATIONS


Upon the sale of SWAV Holdings to the Purchaser, the Company
shall have no further material debts or liabilities. 

ARTICLE IV: 

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER 

The obligations of the Purchaser to perform and observe the
covenants, agreements and conditions hereof to be performed and observed by them
at or prior to the Closing Date shall be subject to the satisfaction of the
following conditions on or prior to the Closing Date, which condition may be
expressly waived in writing by Purchaser. 

Section 4.1      ACCURACY
OF REPRESENTATIONS AND WARRANTIES 

The representations and warranties of the Company contained
herein shall have been true in all material respects when made and shall be true
as of the Closing Date as though made on that date, except as affected by
transactions contemplated hereby and except to the extent that such
representations and warranties are made as of a specified date, in which case
such representations and warranties shall be true in all material respects as of
the specified date.

Section 4.2     
PERFORMANCE OF AGREEMENT 

The Company shall have performed in all material respects all
obligations and agreements and complied with all covenants and conditions
contained in this Agreement to be performed and complied with by them at or
prior to the Closing Date. 

Section 4.3      DELIVERY
OF SHARES 

The Purchaser shall have received certificates representing
SWAV Holdings Stock together with stock powers duly endorsed in blank.

Section 4.4     
CONSENTS 

The Company shall have received all of the regulatory,
shareholder and other third party consents, permits, approvals and
authorizations necessary to consummate the transactions contemplated by this
Agreement. 

- 4 -




ARTICLE V: 

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY 

The obligations of the Company to perform and observe the
covenants, agreements and conditions hereof to be performed and observed by it
at or prior to the Closing Date shall be subject to the satisfaction of the
following conditions on or prior to the Closing Date, which conditions may be
expressly waived in writing by the Company. 

Section 5.1     
ACCURACY OF REPRESENTATIONS AND WARRANTIES 

The representations and warranties of the Purchaser contained
herein shall have been true in all material respects when made and shall be true
in all material respects as of the Closing Date as though made on that date,
except as affected by transactions contemplated hereby and except and to the
extent that such representations and warranties are made as of a specified date,
in which case such representations and warranties shall be true as of the
specified date. 

Section
5.2      PERFORMANCE OF AGREEMENT 

The Purchaser shall have performed all obligations and
agreements and complied with all covenants and conditions contained in this
Agreement to be performed and complied with by them at or prior to the Closing
Date. 

ARTICLE VI: 

TERMINATION 

Section 6.1 

This Agreement may be terminated at any time prior to the
Closing: 

	 	(a) 	
      by the mutual consent of the Purchaser and the
      Company;

	 	 	 
	 	(b) 	
      by the Company (provided that the Company is not then in
      material breach of any representation, warranty, covenant or other
      agreement contained herein for which the Purchaser shall have previously
      notified the Company), if there has been a breach by the Purchaser of any
      of its representations, warranties, covenants or agreements contained in
      this Agreement, or any such representation and warranty shall have become
      untrue, and such breach or condition has not been promptly cured within 30
      days following receipt by the Purchaser of written notice of such breach;
      and

	 	 	 
	 	(c) 	
      by the Purchaser (provided that the Purchaser is not then
      in material breach of any representation, warranty, covenant or other
      agreement contained herein for which the Company shall have previously
      notified the Purchaser), if there has been a breach by the Company of any
      of its representations, warranties, covenants or agreements contained
      in



- 5 -




this Agreement, or any such representation and warranty shall
  have become untrue, and such breach or condition has not been promptly cured
  within 30 days following receipt by the Company of written notice of such
  breach. 

Section 6.2 

In the event of termination of this Agreement pursuant to this
Article VI, written notice thereof shall be given as promptly as practicable to
the other party to this Agreement and this Agreement shall terminate and the
transactions contemplated hereby shall be abandoned, without further action by
any of the parties hereto. If this Agreement is terminated as provided herein
(a) there shall be no liability or obligation on the part of the Company, the
Purchaser, or their respective officers, directors and affiliates, and all
obligations of the parties shall terminate, except for that a party that is in
material breach of its representations, warranties, covenants, or agreements set
forth in this Agreement shall be liable for damages occasioned by such breach,
including without limitation any expenses, including the reasonable fees and
expenses of attorneys, accountants and other agents, incurred by the other party
in connection with this Agreement and the transactions contemplated hereby;
provided, however, that the Purchaser shall not be deemed to be in material
breach of this Agreement solely by reason of its inability to satisfy one or
more of the conditions set forth in Article III if the Purchaser is attempting
to satisfy such conditions in good faith.

ARTICLE VII: 

GENERAL 

Section
7.1      COOPERATION 

Each party hereto will fully cooperate with the other party,
its counsel and accountants in connection with any steps required to be taken as
part of its obligations under this Agreement. Each party will use its reasonable
best efforts to cause all conditions to this Agreement to be satisfied as
promptly as possible and to obtain all consents and approvals necessary for the
due and punctual performance of this Agreement and for the satisfaction of the
conditions hereof. No party will undertake any course of action inconsistent
with this Agreement or which would make any representations, warranties or
agreements made by such party in this Agreement untrue or any conditions
precedent to this Agreement unable to be satisfied at or prior to the Closing.


Section
7.2      CONFIDENTIALITY 

In connection with the transactions contemplated herein, the
Company and the Purchaser is furnishing each other with certain information
which is nonpublic, confidential or proprietary in nature. All such information
furnished by one party to the other or its representatives is hereinafter
referred to as the “Confidential Information.” As used in this Agreement, the
“representatives” of any party shall mean such party’s officers, employees,
agents or other representatives, including, without limitation, attorneys,
accountants, consultants and financial 

- 6 -




advisors. In consideration of each party being furnished with
the Confidential Information of the other, each party agrees that: 

	 	(a) 	
      The Confidential Information will be kept confidential
      and except as required by law will not, without the prior written consent
      of the party supplying the information, be disclosed by the receiving
      party or its representatives during such three-year period in any manner
      whatsoever, in whole or in part, and will not be used by the receiving
      party or its representatives directly or indirectly for any purpose other
      than evaluating and facilitating the transactions contemplated herein;
      provided, however, that upon the execution of this Agreement by the
      parties, the Company and its representatives will be free to use the
      Confidential Information to the extent required by law in any subsequent
      filings with federal or state authorities relating to the transactions
      contemplated herein. Each party agrees to transmit the Confidential
      Information only to those of its representatives who need to know the
      Confidential Information for the purpose of advising it regarding any of
      the purposes for which it is permitted to use the Confidential Information
      under the terms of this Agreement, who are informed by the party supplying
      such information of the confidential nature of the Confidential
      Information and who are directed by such party to comply with the terms of
      this Agreement. Each party will be responsible for any material breach of
      this Agreement by its representatives.

	 	 	 
	 	(b) 	
      Without the prior written consent of the other parties to
      this Agreement, no party or any of its representatives will disclose to
      any other Person the fact that the Confidential Information has been made
      available, or any of the terms, conditions or other facts with respect to
      the transactions contemplated herein, including the status thereof, except
      as required by law or permitted under the terms of this
  Agreement.

	 	 	 
	 	(c) 	
      In the event the parties do not proceed with the
      transactions contemplated herein, the Confidential Information and all
      copies thereof will be destroyed or returned promptly without retaining
      any copies thereof.

	 	 	 
	 	(d) 	
      This Section 7.2 shall be inoperative as to such portions
      of the Confidential Information which (i) are or become generally
      available to the public other than as a result of a disclosure by the
      receiving party or its representatives which is not required by law; (ii)
      become available to the receiving party from a source with no obligation
      of confidentiality to the other party; (iii) describe technology
      independently developed by the receiving party; or (iv) were known to the
      receiving party on a non-confidential basis prior to its disclosure to the
      receiving party by the supplying party or one of its
    representatives.

	 	 	 
	 	(e) 	
      In the event that a receiving party or any of its
      representatives is requested or becomes legally compelled (by written or
      oral interrogatories, subpoena, civil investigative demand or similar
      process) to disclose any of the Confidential Information for purposes not
      permitted by this Agreement, the receiving party will provide the
      supplying party with prompt written notice so that the supplying party may
      seek a protective order or other appropriate remedy and/or waive
      compliance with the provisions of this Agreement. In the event that such
      protective order or other remedy is not obtained, or
that



- 7 -





	 		
      the supplying party waives compliance with the provisions
      of this Agreement, the receiving party will furnish only that portion of
      the Confidential Information which is legally required, and will exercise
      good-faith efforts to obtain reliable assurance that confidential
      treatment will be accorded the Confidential Information.

	 	 	 
	 	(f) 	
      Each party agrees that the other parties shall be
      entitled to equitable relief, including injunction and specific
      performance, in the event of any breach of the provisions of clause (a),
      (b), (c) or (e) of this Section 7.2. Such remedies shall not be deemed to
      be the exclusive remedies for a breach of this Section 7.2 by any party or
      its representatives but shall be in addition to all other remedies
      available at law or equity.

	 	 	 
	 	(g) 	
      It is further understood and agreed that no failure or
      delay by any party in exercising any right, power or privilege under this
      Section 7.2 shall operate as a waiver thereof, nor shall any single or
      partial exercise thereof preclude any other or further exercise of any
      right, power or privilege hereunder.



Section 7.3      FURTHER
ACTS 

After the Closing Date, each party hereto, at the request of
and without any further cost or expense to the other parties, will take any
further actions necessary or desirable to carry out the purposes of this
Agreement.

Section 7.4     
AMENDMENT 

The parties may amend, modify or supplement this Agreement at
any time, but only in writing duly executed on behalf of each of the parties to
be bound thereby.

Section 7.5      SURVIVAL
OF WARRANTIES 

The representations and warranties contained in this Agreement
shall survive the Closing for a period of three (3) years from the Closing.

Section 7.6      EXPENSES


Each of the parties hereto shall pay its own fees and expenses
(including the fees of any attorneys, accountants, or others engaged by such
party) in connection with this Agreement and the transactions contemplated
hereby whether or not the transactions contemplated hereby are consummated. 

- 8 -




Section
7.7      COUNTERPARTS 

This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. 

Section 7.8      HEADINGS


The headings preceding the text of Articles and Sections of
this Agreement are for convenience only and shall not be deemed parts
thereof.

Section
7.9      APPLICABLE LAW 

Company and the Purchaser hereby submit and consent to the
exclusive venue and jurisdiction of the State of Nevada in respect of the
interpretation and enforcement of the provisions of this Agreement, and hereby
waive and agree not to assert as a defense in any action, suit or proceeding for
the interpretation or enforcement of this Agreement, that it is not subject
thereto or that such action, suit or proceeding may not be brought or is not
maintainable in said courts or that this Agreement may not be enforced in or by
said courts or that its property is exempt or immune from execution, that the
suit, action or proceeding is brought in an inconvenient forum, or that the
venue of the suit, action or proceeding is improper. Company and the Purchaser
agree that service of process may be made in any manner permitted by the laws of
the State of Delaware or the federal laws of the United States in any such
action, suit or proceeding against Company or the Purchaser with respect to this
Agreement. Service of process upon such authorized agent shall be deemed, in
every respect, effective service of process upon Company or the Purchaser and
shall remain effective until Company or the Purchaser shall appoint another
agent for service or process acceptable to the other Party. Company and the
Purchaser agree that final judgment (with all right of appeal having expired or
been waived) against it in any such action, suit or proceeding shall be
conclusive and that the other Party is entitled to enforce such judgment in any
other jurisdiction by suit on the judgment, a certified copy of which shall be
conclusive evidence of the fact and amount of indebtedness arising from such
judgment.

Section 7.10    PARTIES IN INTEREST 

All the terms and provisions of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and permitted assigns of the parties hereto, whether herein so expressed or not,
but neither this Agreement nor any of the rights, interests or obligations
hereunder of any party hereto shall be assigned without the prior written
consent of the other party. This Agreement is not intended, nor shall it be
construed, to confer any enforceable rights on any person not a party hereto.


Section 7.11    FORCE MAJEURE. 

Neither party hereto shall be liable for failure to perform any
obligation under this Agreement if such failure to perform is caused by the
occurrence of any contingency beyond the reasonable control of such party,
including, without limitation, fire, flood, strike or other industrial 

- 9 -




disturbance, failure of transport, accident, war, riot,
insurrection, act of God or order of governmental agency or act of terrorism.
Performance shall be resumed as soon as is possible after cessation of such
cause. However, if such inability to perform continues for more than ninety (90)
days, the other party may terminate this Agreement without penalty and without
further notice. 

[REMAINDER OF PAGE LEFT BLANK] 

[SIGNATURE PAGE FOLLOWS]

- 10 -




          IN
WITNESS WHEREOF, the parties hereto have entered into and signed this
Agreement as of the date written above. 

THE COMPANY: 

SWAV ENTERPRISES LTD. 

By: /s/ Pui Shan Lam 
Pui
Shan Lam 
President and Chief Executive Officer 

 

THE PURCHASER: 

/s/ Pui Shan Lam 
Pui Shan
Lam 

 

 

- 11 -