SWAV Enterprises, Ltd.: Exhibit 10.1 - 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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