SECURITIES PURCHASE
AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT is entered
into as of April 28, 2009 (this “Agreement”), by and
between Trinad Capital Master Fund, Ltd. (the “Seller”)
and George Elliott (the “Buyer”). Each party
to this Agreement is referred to herein as a “Party,”
and they are all referred to collectively as
“Parties.”
W I T N E S S E T H:
WHEREAS, the Seller is the owner of 3,978,000
shares (the “Shares”) of the common stock, par value
$0.0001 per share (the “Common Stock”), of Noble
Medical Technologies, Inc., a Delaware corporation (the
“Company”), which, constitutes 95% of the total
outstanding shares of the Common Stock of the Company on a
fully-diluted basis immediately prior to the Closing (as defined
below); and
WHEREAS, the Seller desires to sell and the
Buyer desires to purchase from the Seller the Shares on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises
and of the mutual representations, warranties and agreements set
forth herein, the Parties hereto agree as follows:
ARTICLE I
SALE AND PURCHASE OF
SHARES
1.1
Incorporation of Recitals . The provisions and
recitals set forth above are hereby referred to and incorporated
herein and made a part of this Agreement by reference.
1.2
Sale and Purchase of Shares . Subject to the
terms and conditions of this Agreement, at the Closing, the Seller
hereby agrees to sell to Buyer and Buyer agrees to purchase from
the Seller the Shares in exchange for Buyer’s one share of
Series B Preferred Stock of GoldSail Shipping Corporation (the
“Purchase Price”).
1.3
Closing . Subject to the terms and conditions of
this Agreement, the closing of the transactions contemplated by
this Agreement (the “Closing”) shall take place on the
date hereof (the “Closing Date”). On the
Closing Date, the Seller shall deliver to the Buyer: (a) stock
certificate(s) evidencing the Shares in negotiable form, duly
endorsed in blank, or with stock transfer powers attached thereto
(or irrevocable instructions to the Company’s transfer agent
authorizing the transfer of the Shares to Buyer) (the “Share
Certificates”); (b) resignations of the officers and
directors of the Company as designated by Buyer and their written
appointment of one or more persons designated by Buyer as successor
officers and directors; and (c) all corporate documents (minutes,
resolutions, agreements and contracts), bank accounts, check books,
common seals, memorandum and articles and amendments, etc. of the
Company. On the Closing Date, the Buyer shall deliver to
Seller the Purchase Price in exchange for the Shares.
1.4
Payments at Closing . On or before the Closing
Date, the Company shall pay and discharge all outstanding
liabilities (collectively, “Company
Liabilities”). Giving effect to these payments, it
is the Parties’ intent that the Company shall, on the Closing
Date and as of the Closing, have no liabilities and no
assets.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
THE SELLER
Except as set forth under the corresponding
section of the disclosure schedules (the “Disclosure
Schedules”) attached hereto as Exhibit A , which
Disclosure Schedules shall be deemed a part hereof, the Seller
hereby represents and warrants to Buyer that now and as of the
Closing:
2.1
Due Organization and Qualification; Subsidiaries; Due
Authorization.
(a) The
Company is a corporation duly incorporated, validly existing and in
good standing under the laws of its jurisdiction of formation, with
full corporate power and authority to own, lease and operate its
business and properties and to carry on its business in the places
and in the manner as presently conducted. The Company is
duly qualified and in good standing as a foreign corporation in
each jurisdiction in which the properties owned, leased or
operated, or the business conducted, by it requires such
qualification except for any failure to qualify, which when taken
together with all other failures to qualify, is not likely to have
a material adverse effect on the business of the
Company.
(b) The
Company does not have, and has never had, any subsidiaries and does
not own, directly or indirectly, any capital stock, equity or
interest in any corporation, firm, partnership, joint venture or
other entity.
(c) Seller
is the record and beneficial owner of the Shares and has sole power
and authority over the disposition of the Shares. The
Shares are free and clear of any liens, claims, encumbrances, and
charges. The Shares have not been sold, conveyed,
encumbered, hypothecated or otherwise transferred by Seller except
pursuant to this Agreement. Seller has the legal right
to enter into and to consummate the transactions contemplated
hereby and otherwise to carry out his obligations
hereunder. This Agreement constitutes the valid and
binding obligation of Seller. The execution, delivery
and performance by the Seller of this Agreement does not violate
any contractual restriction contained in any agreement which binds
or affects or purports to bind or affect the
Seller. Seller is not a party to any agreement, written
or oral, creating rights in respect of any of such Shares in any
third party or relating to the voting of its
Shares. Seller is not a party to any outstanding or
authorized options, warrants, rights, calls, commitments,
conversion rights, rights of exchange or other agreements of any
character, contingent or otherwise, providing for the purchase,
issuance or sale of any of the Shares, and there are no
restrictions of any kind on the transfer of any of the Shares other
than (a) restrictions on transfer imposed by the Securities Act of
1933, as amended (the “Securities Act”) and (b)
restrictions on transfer imposed by applicable state securities or
“blue sky” laws. Seller acknowledges that
Seller has been advised that Buyer or others may take various
actions including actions which result in the Shares greatly
increasing in value and that by executing this agreement, Seller
expressly waives any and all right to participate in any way in any
such increase in value of the shares of the
Company. Those creditors listed in the Disclosure
Schedules are the only individuals or entities with any claims
against the Company. Other than as set forth on the
Disclosure Schedules, the Company does not have any obligations or
liabilities of any nature (matured or unmatured, fixed or
contingent).
2.2
No Conflicts or Defaults. The execution and
delivery of this Agreement by the Seller and the consummation of
the transactions contemplated hereby do not and shall not (a)
contravene the Certificate of Incorporation or By-laws of the
Company or (b) with or without the giving of notice or the passage
of time (i) violate, conflict with, or result in a
breach of, or a default or loss of rights under, any material
covenant, agreement, mortgage, indenture, lease, instrument,
commitment, arrangement, permit or license to which the Seller or
the Company is a party or by which the Seller or the Company is
bound (each a “Contract”), or any judgment, order or
decree, or any federal, state or other statute, law, ordinance,
rule or regulation to which the Seller or the Company is subject,
(ii) result in the creation of, or give any party the right to
create, any mortgage, security interest, lien, charge, easement,
lease, sublease, covenant, option, claim, restriction or
encumbrance or any other right or adverse interest
(“Liens”) upon any of the properties or assets of the
Company, (iii) terminate or give any party the right to terminate,
amend, abandon or refuse to perform, any Contract to which the
Seller or the Company is a party or by which the Company’s
assets are bound, or (iv) accelerate or modify, or give any party
the right to accelerate or modify, the time within which, or the
terms under which, the Seller or the Company is to perform any
duties or obligations or receive any rights or benefits under any
material agreement, arrangement or commitment to which it is a
party.
2.3
Capitalization. On the Closing Date, the
authorized capital stock of the Company consists of 21,000,000
shares of Common Stock, par value $0.0001 per share, of which
4,188,000 shares are, as of the date hereof, issued and outstanding
(“Company Shares”) and 1,000,000 shares of preferred
stock, par value $0.0001 per share, of which no shares are, as of
the date hereof, issued and outstanding. All of the
Company Shares are duly authorized, validly issued, fully paid and
nonassessable, and have not been issued in violation of any
purchase option, call option, right of first refusal, preemptive
right, subscription right, or any similar right of
stockholders. The Company Shares are not, and the Shares
are not and will not be as of the Closing, subject to any
preemptive or subscription right. There is no
outstanding voting trust agreement or other Contract, agreement,
arrangement, option, warrant, call, commitment or other right of
any character obligating or entitling the Company to issue, sell,
redeem or repurchase any of its securities, and there is no
outstanding security of any kind convertible into or exchangeable
for the Common Stock of the Company, nor has the Company, or any of
its agents orally agreed to issue any of the
foregoing. There are no declared or accrued unpaid
dividends with respect to any shares of the Company’s Common
Stock. There are no agreements, written or oral, between
the Company and any of its stockholders or among any stockholders
relating to the acquisition (including without limitation rights of
first refusal or preemptive rights), or disposition, or
registration under the Securities Act or voting of the capital
stock of the Company. There are no outstanding shares of Common
Stock that are subject to vesting. The Company has no capital stock
other than the Common Stock authorized, issued or
outstanding.
2.4
Financial Statements.
(a)
SEC Documents . The Seller hereby makes reference to the
following documents filed by the Company with the United States
Securities and Exchange Commission (the “SEC”), as
posted on the SEC’s website,
www.sec.gov: (collectively, the “SEC
Documents”): (a) Registration Statement Under the Securities
Act of 1933 on Form S-1 as filed on April 28, 2008 and all
amendments thereto; (b) Quarterly Reports on Form 10-Q for the
periods ended March 31, 2008, June 30, 2008 and September 30, 2008
and all amendments thereto; (c) Annual Report on Form 10-K for the
period ended December 31, 2008; and (d) Current Report on Form 8-K
as filed on February 12, 2009. The SEC Documents
constitute all of the documents and reports that the Company was
required to file with the SEC pursuant to the Securities Act of
1933, as amended (“Securities Act”), and the Securities
Exchange Act of 1934, as amended (“Exchange Act”), and
the rules and regulations promulgated thereunder by the
SEC. The financial statements included in the SEC
Documents include a copy of the balance sheet of the Company at
December 31, 2008 and at December 31, 2007, and the related
statements of operations and stockholders’ cash flows for the
fiscal year ended December 31, 2008 and the period from July 25,
2007 (inception) through December 31, 2007, including the notes
thereto, as audited by Li & Company, PC, certified, independent
accountants, and the balance sheet of the Company at March 31,
2008, June 30, 2008 and September 30, 2008 and the related
statements of operations and stockholders’ cash flows for the
three-, six- and nine-month periods, respectively, then ended
prepared by the Company’s management (all such statements
being referred to collectively as the “Company Existing
Financial Statements”). All the Company Existing
Financial Statements, together with the notes thereto, have been
prepared in accordance with U.S. generally accepted accounting
principles applied on a basis consistent throughout all periods
presented. These Company Existing Financial Statements
present fairly the financial position of the Company as of the
dates and for the periods indicated. The books of
account and other financial records of the Company have been
maintained in accordance with U.S. GAAP.
(b) Since
the date of the latest Company Existing Financial Statements (the
“Most Recent Date”), there has been no material adverse
change in the condition, financial or otherwise, net worth,
prospects or results of operations of the
Company. Without limiting the foregoing, since the Most
Recent Date:
(i)
the Company has not sold, leased,
transferred or assigned any of its assets, tangible or intangible,
other than in the ordinary course of business;
(ii)
the Company has not entered into any
agreement, Contract, commitment, lease or license (or series of
related agreements, Contracts, commitments, leases and
licenses);
(iii) no
party (including the Company) has accelerated, terminated, modified
or canceled any agreement, Contract, lease or license (or series of
related agreements, Contracts, leases and licenses) to which the
Company is a party or by which the Company or its assets are
bound;
(iv) the
Company has not made any capital expenditure (or series of related
capital expenditures) of whatever nature;
(v) the
Company has not made any capital investments in, any loans to, or
any acquisitions of the securities or assets of any other person
(or a series of related capital investments, loans and
acquisitions);
(vi) declared
or paid any dividends or made any other distribution to its
stockholders whether or not upon or in respect of any shares of its
capital stock;
(vii) redeemed
or otherwise acquired any shares of its capital stock (except upon
the exercise of outstanding options) or any option, warrant or
right relating thereto;
(viii) the
Company has not issued any notes, bonds or other debt securities,
or created, incurred, assumed or guaranteed any liabilities,
obligations or indebtedness for borrowed money or capitalized lease
obligation;
(ix) the
Company has not canceled, compromised, waived or released any right
or claim (or series of related rights and claims) or material
indebtedness;
(x)
the Company has not made any loans to, or entered into
any other transactions with, any of its directors, officers, or
employees; and
(xi) the
Company has not committed to do any of the foregoing.
2.5
Further Financial Matters . The Company does not
have any (a) assets of any kind or (b) liabilities or obligations,
whether secured or unsecured, accrued, determined, absolute or
contingent, asserted or unasserted or otherwise, which are required
to be reflected or reserved in a balance sheet or the notes thereto
under generally accepted accounting principles, and which are not
reflected in the Company Existing Financial Statements.
2.6
Taxes . The Company has filed all United States
federal, state, county, local and foreign, national, provincial and
local returns and reports which were required to be filed on or
prior to the Closing Date hereof in respect of all income,
withholding, franchise, payroll, excise, property, sales, use,
value-added or other taxes or levies, imposts, duties, license and
registration fees, charges, assessments or withholdings of any
nature whatsoever (together, “Taxes”), and has paid all
Taxes (and any related penalties, fines and interest) which have
become due pursuant to such returns or reports or pursuant to any
assessment which has become payable, or, to the extent its
liability for any Taxes (and any related penalties, fines and
interest) has not been fully discharged, the same have been
properly reflected as a liability on the books and records of the
Company and adequate reserves therefor have been
established. All such returns and reports filed on or
prior to the date hereof have been properly prepared and are true,
correct (and to the extent such returns reflect judgments made by
the Company, as the case may be, such judgments were reasonable
under the circumstances) and complete in all material
respects. The amount shown on the Company’s most
recent balance sheet in the Company Existing Financial Statements
as provision for taxes is sufficient in all material respects to
pay all accrued and unpaid federal, state, local and foreign taxes
for the period then ended and all prior periods. No tax
return or tax return liability of the Company has been audited or,
is presently under audit. The Company has not given or
been requested to give waivers of any statute of limitations
relating to the payment of any Taxes (or any related penalties,
fines and interest). There are no claims pending or, to
the knowledge of the Seller, threatened, against the Company for
past due Taxes. All payments for withholding taxes,
unemployment insurance and other amounts required to be paid for
periods prior to the date hereof to any governmental authority in
respect of employment obligations of the Company, including,
without limitation, amounts payable pursuant to the Federal
Insurance Contributions Act, have been paid or shall be paid prior
to the Closing and have been duly provided for on the books and
records of the Company and in the Company Existing Financial
Statements. All such amounts and penalties are set forth
in the Company’s most recent balance sheet in the Company
Existing Financial Statements.
2.7
Indebtedness; Contracts; No Defaults;
Liabilities.
(a) The
Company has no instruments, agreements, indentures, mortgages,
guarantees, notes, commitments, accommodations, letters of credit
or other arrangements or understandings, whether written or oral,
to which the Company is a party.
(b) Neither
the Company, nor, to the Seller’s knowledge, any other person
or entity, is in breach of, or in default under any Contract,
agreement, arrangement, commitment or plan to which the Company is
a party, and no event or action has occurred, is pending or is
threatened, which, after the giving of notice, passage of time or
otherwise, would constitute or result in such a breach or default
by the Company or, to the knowledge of the Seller, any other person
or entity. The Company has not received any notice of
default under any Contract, agreement, arrangement, commitment or
plan to which it is a party, which default has not been cured
to the satisfaction of, or duly waived by, the party claiming such
default on or before the date hereof.
(c) Other
than the Company Liabilities set forth on Schedule C , which
shall be paid off immediately upon the closing, the Company has no
liabilities.
2.8
Real Property. The Company does not own or lease
any real property.
(a) The
Company is not conducting its respective business or affairs in
violation of any applicable federal, state or local law, ordinance,
rule, regulation, court or administrative order, decree or process,
or any requirement of insurance carriers. The Company
has not received any notice of violation or claimed violation of
any such law, ordinance, rule, regulation, order, decree, process
or requirement.
(b) The
Company is in compliance with all applicable federal, state, local
and foreign laws, rules and regulations. There are no
claims, notices, actions, suits, hearings, investigations,
inquiries or proceedings pending or, to the knowledge of the
Sellers, threatened against the Company, and there are no past or
present conditions that the Company has reason to believe are
likely to give rise to any liability or other obligations of the
Company under any circumstances.
2.10
Permits and Licenses . The Company has all
certificates of occupancy, rights, permits, certificates, licenses,
franchises, approvals and other authorizations as are reasonably
necessary to conduct its business and to own, lease, use, operate
and occupy its assets, at the places and in the manner now
conducted and operated. The Company has not received any
written or oral notice or claim pertaining to the failure to obtain
any material permit, certificate, license, approval or other
authorization required by any federal, state or local agency or
other regulatory body, the failure of which to obtain would
materially and adversely affect its business.
(a) There
is no claim, dispute, action, suit, inquiry, proceeding or
investigation pending or, to the knowledge of the Seller,
threatened, against or affecting the business of the Company, or
challenging the validity or propriety of the transactions
contempla
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