STOCK
PURCHASE AGREEMENT
This
STOCK PURCHASE AGREEMENT (this "Agreement") is made this 6
th
day of
February 2009 by and among the sellers
listed on Schedule A attached hereto (collectively, the
“Sellers” and individually each a
“Seller”), on the one hand, and Trinad Capital Master
Fund, Ltd. (the “Buyer”). Each party to this
Agreement is referred to herein as a “Party,” and they
are all referred to collectively as
“Parties.”
THE
PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase
and Sale of Stock.
(a) Sale
of Shares. Subject to the terms and conditions of this
Agreement, and in reliance upon the representations and warranties
and covenants contained herein, Buyer agrees to purchase from
Sellers and Sellers agree to sell to Buyer an aggregate of four
hundred ninety three thousand five hundred (493,500) shares of
common stock, $.0001 par value per share (the
“Shares”), of Noble Medical Technologies, Inc., a
Delaware corporation (the “Company”), for $0.50 per
share for a total purchase price of two hundred forty six thousand
seven hundred fifty dollars (USD $246,750) (the “Purchase
Price”), pro rata in proportion to the number of Shares being
sold by such Seller as set forth on Schedule A attached
hereto.
(i) The
closing of the transactions contemplated hereunder (the
“Closing”) shall take place
at the offices of the attorney for the Buyer in New York City on
February 6, 2009 or such other date as Seller’s and Buyer may
mutually agree upon (the “Closing Date”)
.
(ii) At
the Closing:
(a)
Each Seller shall transfer to Buyer, good and marketable title to
the his Shares as reflected on Schedule A hereto, free and
clear of any and all liens, claims, encumbrances and adverse
interests of any kind, by delivering to Buyer the certificates
representing the Shares in negotiable form, duly endorsed in blank,
or with stock transfer powers attached thereto.
(b) Buyer
shall deliver to the Sellers’ attorney, Frank J Hariton,
Esq., the Purchase Price via wire to the following
coordinates:
Frank J. Hariton Attorney Trust Account
JP Morgan Chase Bank Account #
(c) Upon the Closing, Frank J Hariton shall deliver the Purchase
Price for each Seller’s shares to such Seller by check
delivered first class mail to such Seller’s address as
reflected on the books of the Company, or, if wiring instructions
have been received by Frank J. Hariton, Esq. Then by wire transfer
as directed by such Seller and instructions shall be given to the
transfer agent to deliver free trading certificates to the Shares
to the Buyer. Frank J. Hariton, Esq. shall be fully
protected in his actions hereunder and held harmless and
indemnified by each and every Seller from all claims made hereunder
to the fullest extent of the law except in the event of his willful
or gross negligence or his fraud. The Parties further
acknowledge that Frank J. Hariton, Esq. has acted as counsel for
Sellers hereunder and waive any and all conflicts that may arise
therefrom.
2.
Representations and Warranties of Sellers. Each
Seller hereby represents and warrants to the Buyer that:
(a) 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.
(b) The
Shares have not been sold, conveyed, encumbered, hypothecated or
otherwise transferred by Seller except pursuant to this
Agreement.
(c) 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. No Seller is a party to any agreement, written
or oral, creating rights in
