Exhibit 10.3
SUBSIDIARY STOCK PURCHASE
AGREEMENT
This
SUBSIDIARY STOCK PURCHASE AGREEMENT (this
“Agreement”) is made and entered into as of September
21, 2009, between SWAV Enterprise 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 Carlyle Gaming Limited, a Canadian company
(“Carlyle”) pursuant to which the Company has agreed to
purchase Carlyle;
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 The Galleria, 2 Bridge Avenue, 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 September 21, 2009
(the “Closing Date”).
Section 1.3
DELIVERIES AT THE CLOSING
On the Closing Date in order to
effectuate the transfer of SWAV Holdings Stock:
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(a)
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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.
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(a)
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The Purchaser and the Company
shall each deliver all documents, certificates, agreements and
instruments required to be to affect the purposes hereof;
and
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(b)
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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.
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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
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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
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.
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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.
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ARTICLE V:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
COMPANY
The obligations of the Company to
perform and observe the covenants, agreement
