SWAV Enterprises Ltd.: Exhibit 10.2 - Filed by newsfilecorp.com






NON-AFFILIATE STOCK PURCHASE AGREEMENT


          STOCK
PURCHASE AGREEMENT, dated as of April 26, 2010 (this “Agreement”), by
and between the person designated as the Purchaser on the signature page hereto
(the “Purchaser”) and the person designated as the Selling Stockholder on
the signature page hereto (the “Selling Stockholder,” and together with
the Purchaser, the “Parties” or “parties”). 

W I T N E S S E T H 

          WHEREAS,
the Purchaser wishes to purchase from the Selling Stockholder an aggregate
number of shares of common stock of SWAV Enterprises, Ltd., a Nevada corporation
(“Company”) as set forth on the signature page hereto, designated as the
“Shares”; and the Selling Stockholder wishes to sell the Shares of the Company
to the Purchaser, for an aggregate purchase price as set forth on the signature
page hereto (the “Purchase Price”). 

          NOW
THEREFORE, in consideration of the promises and respective mutual agreements
herein contained, the receipt and sufficiency of which is hereby acknowledged,
the Parties hereto agree as to the following:

ARTICLE 1 

  SALE AND PURCHASE OF THE SHARES

          1.1      Sale
of the Shares. Subject to the terms and conditions set forth herein, on the
basis of the representations, warranties and covenants herein contained, at the
Closing as described in paragraph 1.2 below, the Selling Stockholder agrees to
sell, assign, transfer and deliver the Shares to the Purchaser, and the
Purchaser agrees to purchase the Shares from the Selling Stockholder.

          1.2     
The Closing. The purchase of the Shares shall take place at the law
office of The Sourlis Law Firm located at 214 Broad Street, Red Bank, New Jersey
07701 within two business days after the satisfaction of all conditions set
forth herein (the “Closing”) on or about April 15, 2010 (the “Closing
Date”).

          1.3     
Instruments of Conveyance and Transfer. At the Closing, the Selling
Stockholder shall deliver (i) a certificate(s) representing the Shares being
purchased by the Purchaser (“Certificate(s)”) and (ii) a stock power, as
shall be effective to vest in the Purchaser all right, title and interest in and
to all of the Shares.

          1.4      Consideration
and Payment for the Shares. In consideration for the Shares, the Purchaser
shall pay to the Selling Stockholder the Purchase Price. The Purchase Price
shall be paid on the Closing Date. 




ARTICLE 2 
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE SELLING 

  SECURITYHOLDER 

          Unless
specifically stated otherwise, the Selling Stockholder represents, warrants and
covenants that the following are true and correct as of the date hereof and will
be true and correct through the Closing Date as if made on that date: 

          2.1     
Authority. The Selling Stockholder has all requisite power and authority
to enter into and perform this Agreement and to consummate the transactions
contemplated herein. 

          2.2      Binding
Agreement. This Agreement constitutes, and upon execution and delivery
thereof by the Selling Stockholder, will constitute, a valid and binding
agreement of the Selling Stockholder, enforceable by and against the Selling
Stockholder in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditor’s rights generally or
the availability of equitable remedies. 

          2.3     
Ownership. The Selling Stockholder owns the Shares free and clear of all
encumbrances, pledges, liens and have the right to sell the Shares to the
Purchaser pursuant to the terms of this Agreement. 

          2.4     
No Finders or Promoters. There are no finders or promoters in connection
with the Selling Stockholder’s shares of the Shares. 

          2.5     
Survival of Representations. The representations and warranties herein by
the Selling Stockholder are true and correct in all material respects on and as
of the Closing Date with the same force and effect as though said
representations and warranties had been made on and as of the Closing Date and
will survive any termination of this Agreement.

ARTICLE 3 

  REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER 

          Unless
specifically stated otherwise, the Purchaser represents, warrants and covenants
that the following are true and correct as of the date hereof and will be true
and correct through the Closing Date as if made on that date: 

          3.1     
Agreement’s Validity. This Agreement has been duly executed and delivered
by the Purchaser, has been duly authorized by the Purchaser, and constitutes a
legal, valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors’ rights generally or
the availability of equitable remedies. 

          3.2      Accredited
Investor. Purchaser represents and warrants that Purchaser is an accredited
investor as defined by the Securities Act of 1933, as amended, and that the
purchase of or sale of the Shares does not or will not conflict with or result
in any breach of the terms, conditions, or provisions of any agreements or
instruments to which they may become a party. 

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ARTICLE 4 

  THE CLOSING 

          4.1     
Time of Closing. The Closing of the transactions hereby shall occur upon
the satisfaction of all conditions to Closing, on or about the Closing Date.

          4.2     
Deliveries. The Closing shall occur as a single integrated transaction,
as follows, and the delivery or satisfaction of the following items shall be
conditions precedent to the parties’ obligations to close: 

                      (a)     
Delivery by the Selling Stockholder. At the Closing, the Selling
Stockholder shall deliver to The Sourlis Law Firm (i) a fully executed copy of
this Agreement, (ii) the Shares and (iii) a stock power for delivery of the
Shares to the Purchaser. 

                      (b)      Delivery
by the Purchaser. The Purchaser shall deliver to The Sourlis Law Firm (i) a
fully executed copy of this Agreement and (ii) the Purchase Price. 

ARTICLE 5 

  MISCELLANEOUS 

          5.1     
Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understanding related to the subject matter hereof. 

          5.2     
Governing Law. This Agreement shall be governed in all respects,
including validity, construction, interpretation and effect, by the laws of the
State of Nevada (without regard to principles of conflicts of law). 

          5.3     
Counterparts. This Agreement may be executed in separate counterparts and
with facsimile signatures each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Telecopied or email
(via PDF) signatures shall be deemed to have the same effect as an original.


          5.4     
Binding Effect; No Assignment, No Third-Party Rights. This Agreement
shall be binding upon and inure to the benefit of the Parties and their
respective successors and permitted assigns. This Agreement is not assignable
without the prior written consent of each of the Parties or by operation of law.
This Agreement is for the sole benefit of the Parties hereto and their permitted
assigns, and nothing herein, expressed or implied, shall give or be construed to
give to any person, any legal or equitable rights, benefits or remedies of any
nature whatsoever, including any rights of employment for any specified period,
under or by reason of this Agreement. 

          5.5     
Further Assurances. Each party shall, at the request of the other party,
at any time and from time to time following the Closing Date promptly execute
and deliver, or cause to be executed and delivered, to such requesting party all
such further instruments and take all such further action as may be reasonably
necessary or appropriate to carry out the provisions and intents of this
Agreement and of the instruments delivered pursuant to this Agreement. 

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          5.6      Expenses.
Except as otherwise expressly provided in this Agreement, whether or not the
Closing Date occurs, each party hereto shall pay its own expenses incidental to
the preparation of this Agreement, the carrying out of the provisions hereof and
the consummation of the transactions contemplated. 

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] 

[SIGNATURE PAGE TO IMMEDIATELY FOLLOW] 

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          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the
date first written herein above. 

 

THE PURCHASER: 

/s/ Joerg
Ott                  

Signature Above 

 

Joerg
Ott                        
Print
Name Above 

 

	 	SELLING STOCKHOLDER: 
	 	 
	 	 
	 	 
	 	Signature Above 
	 	 
	 	 
	 	 
	 	Print Name Above 
	 	 
	 	 
	 	 
	 	Total Number of Shares Being Sold 
	 	 
	 	 
	 	 
	 	Total Purchase Price for Shares Being Sold
  


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