EXHIBIT 10.1
SHARE PURCHASE AGREEMENT
This Agreement made as of the
30TH day of September, 2009 ("Agreement"),
by and between WILLIAM TAY, with an address at 305 Madison
Avenue, Suite 1166,
New York, NY 10165 USA ("Seller"), and PAVEL ALPATOV, and/or
his assigns, with
an address at c/o Tay, 305 Madison Avenue, Suite 1166,
New York, NY 10165 USA
("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller is
the record owner and holder of 31,340,000
Common
Shares, par value $.0001 par value (the "Shares"), of BAYROCK
VENTURES, INC., a
Delaware corporation ("Corporation"), which Corporation
has 31,340,000 shares
of common stock, issued and outstanding as of the date of
this Agreement, as
more fully described in the attached Exhibit A.
WHEREAS, Purchaser
desires to purchase 31,340,000 of the Shares from
Seller, which constitutes 100% of the
Corporation's issued and outstanding
shares as of the date of this Agreement and Seller desires to
sell such Shares
upon the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in
consideration of the foregoing and of the
mutual
covenants and agreements contained in
this Agreement, and in order to
consummate the purchase and sale of the Corporation's
Shares, it is hereby
agreed, as follows:
1.
PURCHASE AND SALE OF SHARES. Subject to the terms and
conditions
of this Agreement, Purchaser agrees to purchase at the
Closing and the Seller
agrees to sell to Purchaser at the Closing, 31,340,000 of Seller's
Shares for a
total price of Fifty Thousand and 00/100
US dollars (USD$50,000.00) (the
"Purchase Price").
2. GOOD
FAITH DEPOSIT. At the signing of this Agreement,
Purchaser
agrees to wire transfer to an account to be
designated by Seller, the sum of
Five Thousand and 00/100 US dollars (USD$5,000.00) as
an initial deposit to
Seller. At the Closing, as defined below,
Purchaser will pay the balance of
the Purchase Price, Forty-Five Thousand and 00/100 US
dollars (USD$45,000.00)
to Seller by wire transfer.
3.
CLOSING. The purchase and sale of the Shares shall take
place on
or before October 7, 2009; at such time and place as
the Purchaser and Seller
mutually agree upon orally or in writing (which time
and place are designated
as the "Closing"). At Closing, Purchaser shall deliver
to Seller, in cash, by
wire transfer to an account to be designated by Seller,
the balance of the
Purchase Price in the amount of
Forty-Five Thousand and 00/100 US dollars
(USD$45,000.00), and Seller will
immediately deliver the following
to
Purchaser: (A) the certificates representing the Shares
transferred hereunder,
duly endorsed for transfer to the Purchaser or accompanied by
appropriate stock
powers, (B) the original of the Certificate of
Incorporation and bylaws, (C)
all corporate books and records (including
all accounting records and SEC
filings to date); and (D) written resignations
of incumbent directors and
officers of the Corporation.
4.
REPRESENTATIONS AND WARRANTIES OF
SELLER. Seller, as sole
director and officer of Corporation,
hereby represents and warrants to
Purchaser that:
(i) Corporation is
a corporation duly organized and validly existing
and in good standing under the laws of the State of
Delaware and
has the corporate power and authority to carry on the
business it
is now being conducted. Corporation and/or Seller do
not require
any consent and/or authorization, declaration or filing
with any
government or regulatory authority to
undertake any actions
herein;
(ii) Corporation
has filed with the United
States Securities and
Exchange Commission (`SEC") a registration statement on
Form 10-
12G.
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(iii) Corporation
has timely filed and is current
on all reports
required to be filed by it pursuant to Sections 13 and 15
of the
Securities Exchange Act of 1934.
(iv)
Corporation is newly formed
with no financial information
available other than the financial information included in its
SEC
filings;
(v) There
are no legal actions, suits,
arbitrations, or other
administrative, legal or governmental proceedings
threatened or
pending against the Corporation
and/or Seller or against the
Seller or other employee, officer, director
or stockholder of
Corporation. Additionally, Seller is not aware of any facts
which
may/might result in or form a
basis of such action, suit,
arbitration or other proceeding on any basis whatsoever;
(vi) The Corporation has
no subsidiaries or any direct or
indirect
ownership interest
in any other corporation,
partnership,
association, firm or business in any manner;
(vii) The Corporation and/or
Seller does not have in effect nor has any
present intention to put into effect any
employment agreements,
deferred compensation,
pension retirement agreements
or
arrangements, options
arrangements, bonus, stock
purchase
agreements, incentive or profit-sharing plans;
(viii)No person or firm has,
or will have, any right, interest or valid
claim against the Corporation for any
commission, fee or other
compensation in connection with the sale of the Shares herein as
a
finder or broker or in any similar capacity as a result of any
act
