THIS AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made and entered into as of May 5, 2009, by and among Noble Medical Technologies, Inc., a Delaware corporation (“ Noble ”), GoldSail Shipping Corporation, a Marshall Islands corporation (the “ Company ”), Noble Merger Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“ Merger Sub ”).

A.          Noble, Merger Sub and the Company intend to enter into a business combination transaction by means of a merger (the “ Merger ”) of Noble with and into Merger Sub in accordance with this Agreement and the General Corporation Law of the State of Delaware (the “ DGCL ”) with Merger Sub to be the surviving corporation of the Merger, through an exchange of all the issued and outstanding shares of capital stock of Noble for shares of common stock of the Company.

B.          Pursuant to the Merger, each outstanding share of Noble’s common stock, $0.0001 par value per share (“ Noble Common Stock ”), shall be converted into the right to receive the Merger Consideration (as herein defined), upon the terms and subject to the conditions set forth herein.

C.          The board of directors of Noble has unanimously (i) determined that the Merger is fair to, and in the best interests of, Noble and its stockholders (the “ Stockholders ”), (ii) approved this Agreement, the Merger, and the other transactions contemplated by this Agreement and (iii) determined to recommend that the Stockholders adopt and approve this Agreement, the Merger, and the other transactions contemplated by this Agreement.

D.          The respective boards of directors of the Company and Merger Sub have approved this Agreement, the Merger, and the other transactions contemplated by this Agreement.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.1            The Merger .  At the Effective Time (as defined in Section 1.2 ) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Noble shall be merged with and into Merger Sub, the separate corporate existence of Noble shall cease and Merger Sub shall continue as the surviving corporation.  Merger Sub, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the “ Surviving Corporation .”

1.2            Effective Time; Closing .  Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a properly executed certificate of merger (“ Certificate of Merger ”) in such form as may be agreed by the parties hereto and as required by the relevant provisions of the DGCL (the time of such filing with the Secretary of State of the State of Delaware or such later time as may be agreed in writing by Noble and the Company and specified in the Certificate of Merger, being the “ Effective Time ”) as soon as practicable on or after the Closing Date (as herein defined).  The term “ Agreement ” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Disclosure Schedules, as defined in the preamble to Article II hereof).  Unless this Agreement shall have been terminated pursuant to Section 7.1 , the closing of the Merger (the “ Closing ”) shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“ Mintz Levin ”) at 666 Third Avenue, New York, New York 10017, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI , or at such other time, date and location as the parties hereto agree in writing (the “ Closing Date ”).  Closing signatures may be transmitted by facsimile.

1.3            Effect of the Merger .  At the Effective Time, the effect of the Merger shall be as provided in this Agreement, in the Certificate of Merger and the applicable provisions of the DGCL.  Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of Noble shall vest in the Surviving Corporation, and all debts, liabilities and duties of Noble shall become the debts, liabilities and duties of the Surviving Corporation.

1.4            Articles of Incorporation; Bylaws; Officers and Directors .

(a)          At the Effective Time, the Articles of Incorporation of Merger Sub shall be the Articles of Incorporation of the Surviving Corporation.

(b)          At the Effective Time, the Bylaws of Merger Sub shall be the Bylaws of the Surviving Corporation.

(c)          At the Effective Time, the officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation.

1.5            Effect on Capital Stock .  Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and this Agreement and without any action on the part of any party, the following shall occur:

(a)           Conversion of Company Common Stock .  Subject to Section 1.6 and regardless of whether the condition set forth in Section 6.1(b) hereof is exceeded, at the Effective Time, each share of Noble Common Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and become exchangeable for 0.048069 shares of common stock of the Company, $0.0001 par value per share (an aggregate of 201,316 shares)  (“ Company Common Stock ” or the “ Merger Consideration ”). The number of shares of Company Common Stock into which shares of Noble Common Stock are converted in accordance with this Section 1.5(a) shall be the “ Exchange Ratio ”.   Neither the Merger Consideration nor the Exchange Ratio shall be adjusted if the Company consummates a financing in excess of $50,000,000 as contemplated by Section 6.1(b) hereof.

(b)          As of the Effective Time, all shares of Noble Common Stock shall no longer be outstanding and shall automatically be deemed canceled and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive shares of the applicable Merger Consideration.

(c)           Issuance of Certificates for Company Common Stock .  The certificates representing the shares of Company Common Stock issuable with respect to certificates for shares of Noble Common Stock shall be issued to the holders of the shares of Noble Common Stock upon surrender of the certificates representing such shares in the manner provided in Section 1.6 (or, in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and indemnity, if required) in the manner provided in Section 1.8 ).

(d)           Adjustments to Exchange Ratio .  The Exchange Ratio shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Noble Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Noble Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to any dividend or redemption permitted by Section 4.1 .

(e)           Fractional Shares .  No fraction of a share of Company Common Stock will be issued by virtue of the Merger, and each holder of shares of Noble Common Stock who would otherwise be entitled to a fraction of a share of Company Common Stock (after aggregating all fractional shares of Company Common Stock that otherwise would be received by such holder) shall, upon compliance with Section 1.6 , receive from the Company, in lieu of such fractional share, one (1) share of Company Common Stock.

1.6           Exchange Procedure .

(a)           Surrender of Certificates . After the Effective Time, stock certificates (each, a " Certificate ," and collectively, the " Certificates ") representing shares of Noble Common Stock will be conclusively deemed to represent the right of the registered holder thereof to receive the portion of the Merger Consideration that such registered holder is entitled to receive pursuant to Section 1.5 hereof upon surrender, in accordance with the provisions of this Section 1.6 , of all Certificates registered in the name of such registered holder.

(b)           Exchange of Certificates .  As promptly as practicable before or after the Effective Time, the Company (or its designee or exchange agent) will send to each Stockholder a letter of transmittal, in substantially the form attached hereto as Exhibit A , for use in exchanging all Certificates registered in the name of such Stockholder for the Merger Consideration to which such Stockholder may be entitled as determined in accordance with the provisions of this Agreement.  Upon surrender by a Stockholder of all Certificates (or lost certificate affidavits) registered in the name of such Stockholder to the Company (or its designee), together with a duly executed letter of transmittal, such Stockholder will be entitled to receive, in exchange for all of such Certificates, the portion of the Merger Consideration to which such Stockholder may be entitled (as determined in accordance with the provisions of this Agreement), and such Certificates will be canceled.  It is intended that such letter of transmittal will contain provisions requiring each executing Stockholder thereof to, among other things, (i) acknowledge and agree to be bound by the terms of this Agreement, including this Section 1.6 , (ii) make certain representations and warranties with respect to such executing Stockholder and the shares of Noble Common Stock owned or held by such executing Stockholder, (iii) waive all appraisal or dissenters rights and (iv) deliver original Certificates (or an affidavit of loss and indemnity), together with blank stock powers and other instruments of transfer, in each case in a form reasonably satisfactory to the Company and as a condition precedent to the Company’s obligation to issue shares of Company Common Stock to such Stockholder.

(c)           Transfer of Ownership .  Shares of Company Common Stock issued pursuant to the Merger shall be deemed to have been issued at the Effective Time.  If any certificate representing shares of Company Common Stock are to be issued in a name other than that in which the Certificate surrendered is registered, it shall be a condition of such exchange that the person requesting such exchange shall deliver to the Company (or its designee or exchange agent) all documents necessary to evidence and effect such transfer and shall pay to the Company (or its designee or exchange agent) any transfer or other taxes required by reason of the issuance of a certificate representing shares of Company Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Company (or its designee or exchange agent) that such tax has been paid or is not applicable.

(d)           Termination of Rights; Abandoned Property .  After the Effective Time, holders of Noble Common Stock will cease to be, and will have no rights as, Stockholders, other than (i) in the case of shares other than Dissenting Shares (as defined herein), the rights to receive the Merger Consideration, as provided in this Agreement, and (ii) in the case of Dissenting Shares, the rights afforded to the holders thereof under Section 262 of the DGCL. Until surrendered for cancellation in accordance with the provisions of this Section 1.6 , each Certificate representing shares of Noble Common Stock shall, from and after the Effective Time, represent (i) in the case of shares other than Dissenting Shares, the right of the applicable Stockholder to receive the Merger Consideration, and (ii) in the case of Dissenting Shares, the rights afforded to the holders thereof under the applicable provisions of the DGCL.  Neither Noble the Company, Merger Sub, nor any other Person will be liable to any holder or former holder of shares of Noble Common Stock for any shares, or any dividends or other distributions with respect thereto, properly delivered to a public official pursuant to applicable abandoned property, escheat, or similar laws.

(e)           Distributions with Respect to Unsurrendered Certificates .   No dividend or other distribution declared with respect to Company Common Stock with a record date after the Effective Time shall be paid to holders of unsurrendered Certificates until such holders surrender such Certificates or comply with Section 1.8 hereof.  Upon the surrender of such Certificates in accordance with Section 1.7 and upon compliance with all of the provisions of Section 1.6 or Section 1.8 hereof, as applicable, and all of the provisions of Section 1.7 , there shall be paid to such holders, promptly after such surrender, the amount of dividends or other distributions declared with respect to Company Common Stock with a record date after the Effective Time, and the amount of any portion of the Merger Consideration to which such holders may be entitled pursuant to this Agreement, and, in each case, not previously paid solely because of the failure to surrender such Certificates for exchange.

1.7            No Further Ownership Rights in Noble Common Stock .  All shares of Company Common Stock issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Noble Common Stock and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Noble Common Stock that were outstanding immediately prior to the Effective Time.  If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I .

1.8            Lost, Stolen or Destroyed Certificates .  In the event that any Certificates shall have been lost, stolen or destroyed, the Company shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the certificates representing the shares of Company Common Stock that the shares of Noble Common Stock formerly represented by such Certificates exchanged therefore and any dividends or distributions payable pursuant to Section 1.6(e) ; provided, however, that, as a condition precedent to the issuance of such certificates representing shares of Company Common Stock, the owner of such lost, stolen or destroyed Certificates shall indemnify the Company against any claim that may be made against the Company or the Surviving Corporation with respect to the Certificates alleged to have been lost, stolen or destroyed.

1.9            Taking of Necessary Action; Further Action .  If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Noble, the officers and directors of Noble will take all such lawful and necessary action.

1.10           Stockholder Matters .  By his, her or its execution or approval of this Agreement, each Stockholder hereby approves and adopts this Agreement and authorizes Merger Sub and the Company, its directors and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits.  Such execution shall be deemed to be action taken by the irrevocable written consent of each Stockholder under the DGCL. !

1.11           Shares Subject to Appraisal Rights .

(a)          Notwithstanding any provisions of this Agreement to the contrary, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Company Common Stock and the holders thereof shall be entitled only to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided , however , that (i) if any Stockholder who asserts appraisal rights in connection with the Merger (a “ Dissenter ”) shall have failed to establish his, her or its entitlement to such rights as provided in the DGCL, or (ii) if any such Dissenter shall have effectively withdrawn his, her or its demand for payment for such shares or waived or lost his, her or its right to payment for his, her or its shares under the appraisal rights process under the DGCL, the shares of Noble Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Company Common Stock and as provided in Section 1.5 .  Noble shall give the Company prompt notice of any demands for payment received by Noble from a person asserting appraisal rights, and the Company shall have the right to participate in all negotiations and proceedings with respect to such demands. Noble shall not, except with the prior written consent of the Company, make any payment with respect to, or settle or offer to settle, any such demands.

(b)          As used herein, “ Dissenting Shares ” means any shares of Noble Common Stock held by Stockholders who are entitled to appraisal rights under the DGCL, and who have properly exercised, perfected and not subsequently withdrawn or lost or waived their rights to demand payment with respect to their shares in accordance with the DGCL.

The Company hereby represents and warrants to Noble, as of the date hereof, that the statements contained in this Article II are true and correct, except as set forth in the disclosure schedule dated and delivered as of the date hereof by the Company to Noble (the “ Company Disclosure Schedule ”), which is attached to this Agreement and is designated therein as being the Company Disclosure Schedule.  The Company Disclosure Schedule shall be arranged in sections corresponding to each Section of this Agreement.  Each exception to a representation and warranty set forth in the Company Disclosure Schedule shall be deemed to qualify the specific representation and warranty which is referenced in the applicable section of the Company Disclosure Schedule and any other applicable representations, warranties and covenants contained in this Agreement to which such exception or qualification is reasonably apparent on its face to be applicable.

2.1            Organization and Qualification .

(a)          The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of the Marshall Islands and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is currently planned by the Company to be conducted.  Merger Sub is a corporation duly incorporated, validity existing and in good standing under the laws of the State of Delaware.  The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“ Approvals ”) necessary to carry on its business as it is currently planned by the Company to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.  Complete and correct copies of the articles of incorporation and bylaws (or other comparable governing instruments with different names) (collectively referred to herein as “ Charter Documents ”) of the Company, as amended and currently in effect, have been heretofore been made available to Noble.  The Company is not in violation of any of the provisions of its Charter Documents.

(b)          The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.

(c)          The minute books of the Company contain true, complete and accurate records of all meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and shareholders (“ Corporate Records ”) since inception.  Copies of such Corporate Records of the Company have been heretofore made available to Noble.

(d)          The stock transfer, warrant and option transfer and ownership records of the Company contain true, complete and accurate records of the securities ownership as of the date of such records and the transfers involving the capital stock and other securities of the Company since inception.  Copies of such records of the Company have been heretofore made available to Noble.

2.2            Subsidiaries .  Except for Merger Sub, the Company has no subsidiaries.  Except for Merger Sub, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person (as defined in Section 8.2(b) ) or have any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

2.3            Capitalization .

(a)          The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, $0.0001 par value per share, of which, as of the date hereof, there is one share issued and outstanding, and 1,000,000 shares of Preferred Stock, $0.0001 par value per share, of which, as of the date hereof, there is one share of Series A convertible Preferred Stock and one share of Series B Convertible Preferred Stock issued and outstanding.  No shares of capital stock are held in the Company’s treasury.  All outstanding shares of Company capital stock are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights created by statute, the Charter Documents of Company or any agreement or document to which the Company is a party or by which it is bound, and were issued in compliance with all applicable federal and state securities laws. Section 2.3(a) of the Company Disclosure Schedule lists each holder of Company capital stock and the number shares of Company capital stock owned by each such holder.

(b)          As of the date of this Agreement, the Company had reserved an aggregate of 700,000 shares of Company Common Stock for issuance to employees, consultants and non-employee directors pursuant to the GoldSail 2009 Equity Incentive Plan, under which no options were outstanding.  All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and non-assessable.  Section 2.3(c) of the Company Disclosure Schedule lists each outstanding option (the “ Company Stock Options ”) and warrant (the “ Company Warrants ”) to acquire shares of Company Common Stock, the name of the holder of each such option or warrant, the number of shares subject to each such option or warrant, the exercise price of each such option or warrant, the number of shares as to which each such option or warrant will have vested at such date, the vesting schedule and termination date of each such option or warrant and whether the exercisability of each such option or warrant will be accelerated in any way by the transactions contemplated by this Agreement or for any other reason, indicating the extent of acceleration, if any.

(c)          Except as contemplated by this Agreement and except as disclosed in Section 2.3(c) of the Company Disclosure Schedule, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of the Company or obligating the Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(d)          Except as contemplated by this Agreement or in connection with the financing contemplated by Section 6.1(b) hereof, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which the Company is a party or by which the Company is bound with respect to any equity security of any class of the Company.

(e)          The shares of Company Common Stock to be issued by the Company in connection with the Merger, upon issuance and in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable.

2.4           Authority Relative to this Agreement .  Each of the Company and Merger Sub has all necessary corporate power and authority to (i) execute, deliver and perform this Agreement, and each ancillary document which it has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby (including the Merger).  The execution and delivery of this Agreement and the consummation by the Company and Merger Sub of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of the Company and Merger Sub, as applicable (including the approval by its board of directors), and no other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to the Business Corporation Act of the Associations Law of the Republic of the Marshall Islands (the “ BCA ”) and the DGCL, as applicable, and the terms and conditions of this Agreement.  This Agreement has been duly and validly executed and delivered by each of the Company and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of each of the Company and Merger Sub, enforceable against each of the Company and Merger Sub in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

2.5            No Conflict; Required Filings and Consents .

(a)           The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company shall not, (i) conflict with or violate the Company’s  Charter Documents or (ii) conflict with or violate any Legal Requirements (as defined in Section 8.2(b) ), except, with respect to clause (ii), any such conflicts, violations, breaches, defaults, accelerations, or other occurrences that would not, individually and in the aggregate, have a material adverse effect on the Company.

(b)           The execution and delivery of this Agreement by the Company does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign governmental entity (a “ Governmental Entity ”), except (i) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) or state securities laws (“ Blue Sky Laws ”), and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company or prevent the consummation of the Merger or otherwise prevent the parties hereto from performing their obligations under this Agreement.

2.6            Compliance .  The Company has complied with, and is not in violation of, any Legal Requirements, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on the Company.  The Company is not in default or violation of any term, condition or provision of its Charter Documents.  No written notice of non-compliance with any Legal Requirements has been received by the Company (and the Company has no knowledge of any such notice delivered to any other Person).  

2.7            Interim Operations Since Inception .  Each of the Company are Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no other business activities.  Except with respect to the proceeds of the financing to be raised as contemplated by Section 6.1(b) hereof, the Company has no material assets or properties of any kind, does not now conduct and has never conducted any business, and has and will have at the Closing no material obligations or liabilities of any nature whatsoever except such material obligations and liabilities as are imposed under this Agreement or as disclosed in the Company Disclosure Schedules.

2.8            Litigation .  There are no claims, suits, actions or proceedings pending or, to the knowledge of the Company, threatened against the Company before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated by this Agreement or which could reasonably be expected, either individually or in the aggregate with all such claims, actions or proceedings, to have a material adverse effect on the Company or have a material adverse effect on the ability of the parties hereto to consummate the Merger.

2.9            Taxes . The Company has no liability for any material unpaid federal, state, local and foreign taxes, including, without limitation, gross receipts, income, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, assessments, governmental charges and duties (with interest, penalties and additions imposed with respect to any such amounts and any obligations under any agreements or arrangements with any other person with respect to any such amounts and including any liability of a predecessor entity for any such amounts, “ Tax ” or “ Taxes ”) which have not been accrued for or reserved on the Company’s balance sheets included in the Unaudited Financial Statements (as defined herein), whether asserted or unasserted, contingent or otherwise, which is material to the Company.

2.10           Agreements, Contracts and Commitments .

(a)          Except as set forth in Section 2.10(a) of the Company Disclosure Schedule, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which the Company is a party or by or to which any of the properties or assets of Company may be bound, subject or affected, which either (i) creates or imposes a liability greater than $25,000, or (ii) may not be cancelled by the Company on less than 30 days’ or less prior notice (“ Company Contracts ”).

(b)          Each Company Contract was entered into in the ordinary course, is in full force and effect and is valid and binding upon and enforceable against each of the parties thereto.

(c)          Neither the Company nor, to the Company’s knowledge, any other party thereto is in breach of or in default under, and no event has occurred which, with notice or lapse of time or both, would become a breach of or default under, any Company Contract, and no party to any Company Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a material adverse effect on the Company.  Each agreement, contract or commitment to which Noble is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a material adverse effect on the Company.

2.11           Broker Fees .  Except for any fees, commissions or similar charges incurred in connection with the financing as contemplated by Section 6.1(b), the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage, finders’ fees, agent’s commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

2.12           No Undisclosed Liabilities .  To the knowledge of the Company, the Company has no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed in the Company’s Unaudited Financial Statements which are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company, except (i) liabilities provided for in or otherwise disclosed in the Company’s Unaudited Financial Statements or the Company Disclosure Schedules and (ii) liabilities incurred in the ordinary course of business, none of which would have a material adverse effect on the Company.

2.13           Representations and Warranties Complete .  The representations and warranties of the Company included in this Agreement and any list, statement, document or information set forth in, or attached to, any Schedule provided pursuant to this Agreement or delivered hereunder, are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

2.14           Survival of Representations and Warranties .  The representations and warranties of the Company set forth in this Agreement shall not survive the Closing.

Except as disclosed in its SEC Reports (as defined below), Noble represents and warrants to the Company and Merger Sub as follows:

3.1            Organization and Qualification .

(a)          Noble is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by Noble to be conducted.  Noble is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by Noble to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Noble.  Complete and correct copies of the Charter Documents of Noble, as amended and currently in effect, have been heretofore delivered to the Company.  Noble is not in violation of any of the provisions of its Charter Documents.

(b)          Noble is duly qu