AGREEMENT
AND PLAN OF MERGER

     

    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”).

     

     

    RECITALS

     

    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:

     

    ARTICLE
I

     

    THE
MERGER

     

    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).

     

    
      
         

      

      
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    (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.

     

    
      
         

      

      
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    (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.

     

    
      
         

      

      
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    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.

     

    ARTICLE
II

    


    REPRESENTATIONS AND
WARRANTIES OF THE COMPANY

    


    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.

     

    
      
         

      

      
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    (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.

     

    
      
         

      

      
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    (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.

     

    
      
         

      

      
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    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.

     

    
      
         

      

      
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    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.

     

    
      
         

      

      
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    ARTICLE
III

     

    REPRESENTATIONS AND
WARRANTIES OF NOBLE

     

    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 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
Noble.

     

    3.2           Subsidiaries.  Noble
has no Subsidiaries and does not own, directly or indirectly, any ownership,
equity, profits or voting interest in any Person or has any agreement or
commitment to purchase any such interest, and Noble 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 Person.

     

    3.3           Capitalization.

     

    (a)          As
of the date of this Agreement, (i) the authorized capital stock of Noble
consists of 20,000,000 shares of Noble Common Stock, par value $0.0001 per
share, of which 4,188,000 shares are issued and outstanding, and 1,000,000
shares of preferred stock, par value $0.0001 per share, none of which is issued
and outstanding.  All outstanding shares of Noble Common Stock are
validly issued, fully paid and non-assessable and have been issued and granted
in compliance with (x) all applicable securities laws and (in all material
respects) other applicable laws and regulations, and (y) all requirements set
forth in any applicable Noble Contract.

     

    (b)          Except
as contemplated by this Agreement or disclosed in the SEC Reports, there are no
registration rights, and there is no voting trust, proxy, rights plan,
anti-takeover plan or other agreements or understandings to which Noble is a
party or by which the Noble is bound with respect to any equity security of any
class of Noble’s capital stock.

     

    
      
         

      

      
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    3.4           Authority Relative to this
Agreement.  Noble has full corporate power and, assuming
Stockholder approval, authority to:  (i) execute, deliver and perform
this Agreement, and each ancillary document which Noble has executed or
delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry
out Noble’s 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 Noble of the
transactions contemplated hereby (including the Merger) have been duly and
validly authorized by all necessary corporate action on the part of Noble
(including the approval by its board of directors), and, except for approval by
its Stockholders, no other corporate proceedings on the part of Noble are
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby.  This Agreement has been duly and validly
executed and delivered by Noble and, assuming the approval by its Stockholders
and the due authorization, execution and delivery thereof by the other parties
hereto, constitutes the legal and binding obligation of Noble, enforceable
against Noble 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.

     

    3.5           No Conflict; Required
Filings and Consents.

     

    (a)          The
execution and delivery of this Agreement by Noble do not, and the performance of
this Agreement by Noble shall not:  (i) conflict with or violate
Noble’s Charter Documents, (ii) conflict with or violate any Legal Requirements,
or (iii) result in any breach of or constitute a default (or an event that, with
notice or lapse of time or both, would become a default) under, or materially
impair Noble’s rights or alter the rights or obligations of any third party
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or encumbrance on any of
the properties or assets of Noble pursuant to, any Noble Contract (as defined
herein), except, with respect to clauses (ii) or (iii), for any such conflicts,
violations, breaches, defaults or other occurrences that would not, individually
and in the aggregate, have a material adverse effect on Noble.

     

    (b)          The
execution and delivery of this Agreement by Noble do 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 Governmental Entity, except
(i) for applicable requirements, if any, of the Securities Act, the Exchange
Act, Blue Sky Laws, FINRA, the Over-the-Counter Bulletin Board and the rules and
regulations thereunder, and appropriate documents with the relevant authorities
of other jurisdictions in which Noble is qualified to do business, (ii) the
qualification of Noble as a foreign corporation in those jurisdictions in which
the business of Noble makes such qualification necessary, and (iii) 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 Noble, or prevent
consummation of the Merger or otherwise prevent the parties hereto from
performing their obligations under this Agreement.

     

    3.6     
     Compliance.  Noble
has complied with, is not in violation of, any Legal Requirements with respect
to the conduct of its business or the ownership or operation of its business,
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 Noble.  The business and activities of Noble have not been
and are not being conducted in violation of any Legal
Requirements.  Noble 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
Noble.

     

    
      
         

      

      
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    3.7           SEC Filings; Financial
Statements.

     

    (a)          Noble
has made available to the Company a correct and complete copy of each report
filed by Noble (the “SEC
Reports”) with the Securities and Exchange Commission (the “SEC”), on or since April 28,
2008, which are all the forms, reports and documents required to be filed by
Noble with the SEC since such date.  As of their respective dates, the
SEC Reports:  (i) were prepared in accordance and complied in all
material respects with the requirements of the Securities Act or the Exchange
Act, as the case may be, and the rules and regulations of the SEC thereunder
applicable to such SEC Reports, and (ii) did not, at the time they were filed
(and if amended or superseded by a filing prior to the date of this Agreement
then on the date of such filing and as so amended or superseded), contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not
misleading.  Except to the extent set forth in the preceding sentence,
Noble makes no representation or warranty whatsoever concerning the SEC Reports
as of any time other than the time they were filed.

     

    (b)          Each
set of financial statements (including, in each case, any related notes thereto)
contained in SEC Reports complied as to form in all material respects with the
published rules and regulations of the SEC with respect thereto, was prepared in
accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent
basis throughout the periods involved (except as may be indicated in the notes
thereto), and each fairly presents in all material respects the financial
position of Noble at the respective dates thereof and the results of its
operations and cash flows for the periods indicated, except that the unaudited
interim financial statements were, are subject to normal adjustments which were
not expected to have a material adverse effect on
Noble.  

     

    3.8           Absence of Certain Changes
or Events.  Except as set forth in the SEC Reports filed prior
to the date of this Agreement, and except as contemplated by this Agreement,
since April 28, 2008, there has not been:  (i) any material adverse
effect on Noble, (ii) any declaration, setting aside or payment of any dividend
on, or other distribution (whether in cash, stock or property) in respect of,
any of Noble’s capital stock, or any purchase, redemption or other acquisition
by Noble of any of Noble’s capital stock or any other securities of Noble or any
options, warrants, calls or rights to acquire any such shares or other
securities, (iii) any split, combination or reclassification of any of Noble’s
capital stock, (iv) any granting by Noble of any increase in compensation or
fringe benefits, except for normal increases of cash compensation in the
ordinary course of business consistent with past practice, or any payment by
Noble of any bonus, except for bonuses made in the ordinary course of business
consistent with past practice, or any granting by Noble of any increase in
severance or termination pay or any entry by Noble into any currently effective
employment, severance, termination or indemnification agreement or any agreement
the benefits of which are contingent or the terms of which are materially
altered upon the occurrence of a transaction involving Noble of the nature
contemplated hereby, (v) entry by Noble into any licensing or other agreement
with regard to the acquisition or disposition of any intellectual property other
than licenses in the ordinary course of business consistent with past practice
or any amendment or consent with respect to any licensing agreement filed or
required to be filed by Noble with respect to any Governmental Entity, (vi) any
material change by Noble in its accounting methods, principles or practices,
except as required by concurrent changes in GAAP, (vii) any change in the
auditors of Noble, (viii) any issuance of capital stock of Noble, or (ix) any
revaluation by Noble of any of its assets or any sale of assets of Noble other
than in the ordinary course of business.

     

    3.9           Litigation.  There
are no claims, suits, actions or proceedings pending or, to Noble’s knowledge,
threatened against Noble, 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
Noble or have a material adverse effect on the ability of the parties hereto to
consummate the Merger.

     

    
      
         

      

      
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    3.10          Taxes.

     

    (a)          Noble
has timely filed all federal, state, local and foreign returns, estimates,
information statements and reports relating to Taxes (“Returns”) required to be filed
by Noble with any Tax authority prior to the date hereof, except such Returns
which are not material to Noble.  All such Returns are true, correct
and complete in all material respects.  Noble has paid all Taxes shown
to be due on such Returns.

     

    (b)          All
Taxes that Noble is required by law to withhold or collect have been duly
withheld or collected, and have been timely paid over to the proper governmental
authorities to the extent due and payable.

     

    (c)          Noble
has not been delinquent in the payment of any material Tax nor is there any
material Tax deficiency outstanding, proposed or assessed against Noble, nor has
Noble executed any unexpired waiver of any statute of limitations on or
extending the period for the assessment or collection of any Tax.

     

    (d)          No
audit or other examination of any Return of Noble by any Tax authority is
presently in progress, nor has Noble been notified of any request for such an
audit or other examination.

     

    (e)          No
adjustment relating to any Returns filed by Noble has been proposed in writing,
formally or informally, by any Tax authority to Noble or any representative
thereof.

     

    (f)          Noble
has no liability for any material unpaid Taxes which have not been accrued for
or reserved on Noble’s balance sheets included in the audited financial
statements for the most recent fiscal year ended, whether asserted or
unasserted, contingent or otherwise, which is material to Noble, other than any
liability for unpaid Taxes that may have accrued since the end of the most
recent fiscal year in connection with the operation of the business of Noble in
the ordinary course of business, none of which is material to the business,
results of operations or financial condition of Noble.

     

    3.11          Agreements, Contracts and
Commitments.

     

    (a)          Except
as set forth in the SEC Reports filed prior to the date of this Agreement, 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
Noble is a party or by or to which any of the properties or assets of Noble 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 Noble on less than 30
days’ or less prior notice (“Noble
Contracts”).  All Noble Contracts are set forth in the SEC
Reports.

     

    (b)          Each
Noble Contract was entered into at arms’ length and in the ordinary course, is
in full force and effect and is valid and binding upon and enforceable against
each of the parties thereto.  True, correct and complete copies of all
Noble Contracts (or written summaries in the case of oral Noble Contracts) and
of all outstanding offers or proposals of Noble have been heretofore delivered
to the Company.

     

    
      
         

      

      
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    (c)          Neither
Noble nor, to Noble’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 Noble Contract, and no
party to any Noble 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 Noble.  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 Noble.

     

    3.12          Bulletin Board Trading
Status.  Noble shall be in compliance with all material
requirements for, and its common stock shall be quoted on, the Electronic
Over-the-Counter Bulletin Board system on the date immediately prior to the
Closing Date.

     

    3.13          Stockholder
Claims.  There are no pending claims against Noble by any
current or former Stockholder of Noble, and to Noble’s knowledge, no facts or
circumstances reasonably likely to result in any such claims.

     

    3.14          Broker
Fees.  Noble has not incurred, nor will it incur, directly or
indirectly, any liability for brokerage or finders’ fees or agent’s commissions
or any similar charges in connection with this Agreement or any transaction
contemplated hereby.

     

    3.15          No Undisclosed
Liabilities.  Noble has no liabilities (absolute, accrued,
contingent or otherwise) of a nature required to be disclosed on a balance sheet
or in the related notes to the financial statements included in the SEC Reports
which are, individually or in the aggregate, material to the business, results
of operations or financial condition of Noble, except (i) liabilities provided
for in or otherwise disclosed in the SEC Reports filed prior to the date hereof,
and (ii) liabilities incurred in the ordinary course of business, none of which
would have a material adverse effect on Noble.

     

    3.16          Representations and
Warranties Complete.  The representations and warranties of
Noble 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.

     

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

     

    ARTICLE
IV

     

    CONDUCT PRIOR TO THE
EFFECTIVE TIME

     

    4.1           Conduct of Business by the
Company, Merger Sub and Noble.  During the period from the date
of this Agreement and continuing until the earlier of the termination of this
Agreement pursuant to its terms or the Closing, each of the Company, Merger Sub
and Noble shall, except to the extent that the other party shall otherwise
consent in writing, carry on its business in the usual, regular and ordinary
course consistent with past practices, in substantially the same manner as
heretofore conducted and in compliance with all applicable laws and regulations
(except where noncompliance would not have a material adverse effect), pay its
debts and taxes when due subject to good faith disputes over such debts or
taxes, pay or perform other material obligations when due, and use its
commercially reasonable efforts consistent with past practices and policies to
preserve substantially intact its present business organization.

     

    
      
         

      

      
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    ARTICLE
V

     

    ADDITIONAL
AGREEMENTS

     

    5.1           Preparation of Proxy
Statement/Registration Statement on Form F-4; Other Filings.

     

    (a)          As
promptly as practicable after the execution of this Agreement, the parties shall
prepare and file (i) a Proxy Statement/Registration Statement on Form F-4
seeking the Stockholders’ approval of the Merger and registering with the SEC
the shares of Company Common Stock to be issued to the Stockholders as
contemplated pursuant to this Agreement (the “Proxy/Registration Statement”)
and (ii) any other filings required under the Exchange Act, the Securities Act
or any other Federal, foreign or Blue Sky laws relating to the Merger and the
transactions contemplated by this Agreement, including, without limitation, a
Current Report on Form 8-K (collectively, the “Other Filings”).

     

    (b)          The
Company and Noble shall further cooperate with each other and use their
respective reasonable best efforts to take or cause to be taken all actions, and
do or cause to be done all things, necessary, proper or advisable on its part
under this Agreement and applicable laws to consummate the Merger and the other
transactions contemplated hereby as soon as practicable, including preparing and
filing as soon as practicable all documentation to effect all necessary notices,
reports and other filings and to obtain as soon as practicable all consents,
registrations, approvals, permits and authorizations necessary or advisable to
be obtained from any third party (including the respective independent
accountants of the Company and Noble) and/or any Governmental Entity in order to
consummate the Merger or any of the other transactions contemplated
hereby.  Subject to applicable laws relating to the exchange of
information and the preservation of any applicable attorney-client privilege,
work-product doctrine, self-audit privilege or other similar privilege, each of
the Company and Noble shall have the right to review and comment on in advance,
and to the extent practicable each will consult the other on, all the
information relating to such party that appears in any filing made with, or
written materials submitted to, any third party and/or any Governmental Entity
in connection with the Merger and the other transactions contemplated
hereby.  In exercising the foregoing right, each of the Company and
Noble shall act reasonably and as promptly as practicable.

     

    5.2           Required
Information.  In connection with the preparation of the
Proxy/Registration Statement, the Other Filings, and for such other reasonable
purposes, each of the Company and Noble shall, upon request by the other,
furnish the other with all information concerning themselves, their respective
directors, officers and stockholders and such other matters as may be reasonably
necessary or advisable in connection with the Merger, the Proxy/Registration
Statement, the Other Filings or any other statement, filing, notice or
application made by or on behalf of the Company and Noble to any third party
and/or any Governmental Entity in connection with the Merger and the other
transactions contemplated hereby.  Each party warrants and represents
to the other party that all such information shall be true and correct in all
material respects and will 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, in light of the circumstances under which
they were made, not misleading.

     

    5.3           Confidentiality; Access to
Information.

     

    (a)          Confidentiality.  Any
confidentiality agreement previously executed by the parties shall be superseded
in its entirety by the provisions of this Agreement.  Each party
agrees to maintain in confidence any non-public information received from the
other party, and to use such non-public information only for purposes of
consummating the transactions contemplated by this Agreement.  Such
confidentiality obligations will not apply to (i) information which was known to
the one party or their respective agents prior to the receipt of such
information from the other party; (ii) information which is or becomes generally
known; (iii) information acquired by a party or their respective agents from a
third party who was not bound to an obligation of confidentiality; and (iv)
disclosure required by applicable law.  In the event this Agreement is
terminated as provided in Article VII hereof,
each party (i) will return or cause to be returned to the other all documents
and other material obtained from the other in connection with the Merger
contemplated hereby, and (ii) will use its reasonable best efforts to delete
from its computer systems all documents and other material obtained from the
other in connection with the Merger contemplated hereby.

     

    
      
         

      

      
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    (b)          Access to
Information.

     

    (1)  The Company will
afford Noble and its financial advisors, accountants, counsel and other
representatives reasonable access during normal business hours, upon reasonable
notice, to the properties, books, records and personnel of the Company during
the period prior to the Closing to obtain all information concerning the
business, properties, results of operations and personnel of the Company, as
Noble may reasonably request.  No information or knowledge obtained by
Noble in any investigation pursuant to this Section 5.3(b)(i)
will affect or be deemed to modify any representation or warranty contained
herein or the conditions to the obligations of the parties to consummate the
Merger.

     

    (ii)           Noble
will afford the Company and its financial advisors, accountants, counsel and
other representatives reasonable access during normal business hours, upon
reasonable notice, to the properties, books, records and personnel of Noble
during the period prior to the Closing to obtain all information concerning the
business, properties, results of operations and personnel of Noble, as the
Company may reasonably request.  No information or knowledge obtained
by the Company in any investigation pursuant to this Section 5.3(b)(ii)
will affect or be deemed to modify any representation or warranty contained
herein or the conditions to the obligations of the parties to consummate the
Merger.

     

    (iii)           Notwithstanding
anything to the contrary contained herein, each party (“Subject Party”) hereby agrees
that by proceeding with the Closing, it shall be conclusively deemed to have
waived for all purposes hereunder any inaccuracy of representation or breach of
warranty by another party which is actually known by the Subject Party prior to
the Closing.

     

    5.4           Public
Disclosure.  From the date of this Agreement until the earlier
of the Closing or termination of this Agreement, the parties shall cooperate in
good faith to jointly prepare all press releases and public announcements
pertaining to this Agreement and the transactions governed by it, and no party
shall issue or otherwise make any public announcement or communication
pertaining to this Agreement or the transaction without the prior consent of
Noble (in the case of the Company) or the Company (in the case of Noble and the
Stockholders), except as required by any legal requirement or by the rules and
regulations of, or pursuant to any agreement of a stock exchange or trading
system.  Neither party will unreasonably withhold approval from the
other with respect to any press release or public
announcement.  Notwithstanding the foregoing, the parties hereto agree
that, promptly as practicable after the execution of this Agreement, Noble will
file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to
report the execution of this Agreement, with respect to which Noble shall
consult with the Company.

     

    
      
         

      

      
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    5.5           Reasonable
Efforts.  Upon the terms and subject to the conditions set
forth in this Agreement, each of the parties agrees to use its commercially
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, and to assist and cooperate with the other parties in doing,
all things necessary, proper or advisable to consummate and make effective, in
the most expeditious manner practicable, the Merger and the other transactions
contemplated by this Agreement, including using commercially reasonable efforts
to accomplish the following:  (i) the taking of all reasonable acts
necessary to cause the conditions precedent set forth in Article VI to be
satisfied, (ii) the obtaining of all necessary actions, waivers, consents,
approvals, orders and authorizations from Governmental Entities and the making
of all necessary registrations, declarations and filings (including
registrations, declarations and filings with Governmental Entities, if any) and
the taking of all reasonable steps as may be necessary to avoid any suit, claim,
action, investigation or proceeding by any Governmental Entity, (iii) the
obtaining of all consents, approvals or waivers from third parties required as a
result of the transactions contemplated in this Agreement, (iv) the defending of
any suits, claims, actions, investigations or proceedings, whether judicial or
administrative, challenging this Agreement or the consummation of the
transactions contemplated hereby, including seeking to have any stay or
temporary restraining order entered by any court or other Governmental Entity
vacated or reversed and (v) the execution or delivery of any additional
instruments reasonably necessary to consummate the transactions contemplated by,
and to fully carry out the purposes of, this Agreement.  In connection
with and without limiting the foregoing, Noble and its board of directors and
the Company and its board of directors shall, if any state takeover statute or
similar statute or regulation is or becomes applicable to the Merger, this
Agreement or any of the transactions contemplated by this Agreement, use its
commercially reasonable efforts to enable the Merger and the other transactions
contemplated by this Agreement to be consummated as promptly as practicable on
the terms contemplated by this Agreement.  Notwithstanding anything
herein to the contrary, nothing in this Agreement shall be deemed to require
Noble or the Company to agree to any divestiture by itself or any of its
affiliates of shares of capital stock or of any business, assets or property, or
the imposition of any material limitation on the ability of any of them to
conduct their business or to own or exercise control of such assets, properties
and stock.

     

    5.6           No Securities
Transactions.  Neither the Company nor any Stockholder or any
of their respective Affiliates, directly or indirectly, shall engage in any
transactions involving the securities of Noble prior to the time of the making
of a public announcement of the transactions contemplated by this
Agreement.  The Company shall use its best efforts to require each of
its officers, directors, employees, agents and representatives to comply with
the foregoing requirement.

     

    5.7           Disclosure of Certain
Matters.  Each of Noble and the Company will provide the other
with prompt written notice of any event, development or condition that (i) would
cause any of such party’s representations and warranties to become untrue or
misleading or which may affect its ability to consummate the transactions
contemplated by this Agreement, (ii) had it existed or been known on the date
hereof would have been required to be disclosed under this Agreement, (iii)
gives such party any reason to believe that any of the conditions set forth in
Article VI will
not be satisfied, or (iv) is of a nature that is or may be materially adverse to
the operations, prospects or condition (financial or otherwise) of Noble or the
Company.  The Company shall have the obligation to supplement or amend
the Company Disclosure Schedules being delivered concurrently with the execution
of this Agreement and annexed hereto with respect to any matter hereafter
arising or discovered which, if existing or known at the date of this Agreement,
would have been required to be set forth or described in the Company Disclosure
Schedules.  The obligations of the Company to amend or supplement the
Company Disclosure Schedules being delivered herewith shall terminate on the
Closing Date.  Notwithstanding any such amendment or supplementation,
for purposes of Sections 6.2(a), 6.3(a),
7.1(d) and 7.1(e), the
representations and warranties of the Company shall be made with reference to
the Company Disclosure Schedules as they exist at the time of execution of this
Agreement, subject to such anticipated changes as are set forth in Section 4.1
of the Company Disclosure Schedule or otherwise expressly contemplated by this
Agreement or which are set forth in other sections of the Company Disclosure
Schedule as they exist on the date of this Agreement.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    5.8           No
Solicitation.

     

    (a)          Neither
the Company nor Noble will, and will cause its Affiliates, employees, agents and
representatives not to, directly or indirectly, solicit or enter into
discussions or transactions with, or encourage, or provide any information to,
any corporation, partnership or other entity or group (other than to the parties
to this Agreement and their designees) concerning any merger, sale of ownership
interests and/or assets of Noble or the Company or Merger Sub, recapitalization
or similar transaction.

     

    (b)          The
Company and Noble, as applicable, shall promptly advise such other party of the
nature of any written offer, proposal or indication of interest that is
submitted to such party and the identity of the Person making such written
offer, proposal or indication of interest.

     

    5.9           Releases. If the
Merger is consummated, then, effective as of the Effective Time, each of the
Stockholders, for himself, herself or itself and his, her or its heirs,
legatees, successors, and assigns, hereby fully and irrevocably releases,
remises, and discharges the Surviving Corporation and its officers, directors,
employees, agents, representatives, successors, and assigns and the officers,
directors, employees, agents and representatives of the Company from any and all
damages, losses, claims, demands, actions, causes of action, suits, litigations,
arbitrations, liabilities, costs, and expenses, including court costs and the
reasonable fees and expenses of legal counsel (“Damages”), regardless of
whether known, unknown, or unknowable, and regardless of whether absolute,
contingent, or otherwise, and regardless of whether at law, in equity, or
otherwise, without limitation, whether now existing or arising in the future, in
each case to the extent based on actions, omissions, and/or events occurring at
or before the Effective Time; provided, however, in no way shall this release
prevent any officer or director of the Company from seeking indemnification
and/or contribution from the Company in accordance with the Company’s Charter
Documents and the BCA for any Damages sought by third parties in connection with
the performance of any such officers’ or directors’ duties owed to the Company
on or before the Effective Time, whether such Damages are now existing or arise
in the future after the Effective Time.  Furthermore, each of such
releasing persons hereby irrevocably agrees not to sue, or to commence,
maintain, or aid in the prosecution of any litigation, arbitration, or other
action or proceeding against or adverse to any of such released persons, or
otherwise to seek any recourse against any of such released persons, in respect
of any matter hereby released or purported or attempted to be
released.

     

    ARTICLE
VI

     

    CONDITIONS TO THE
MERGER

     

    6.1           Conditions to Obligations of
Each Party to Effect the Merger.  The respective obligations of
each party to this Agreement to effect the Merger shall be subject to the
satisfaction at or prior to the Closing Date of the following
conditions:

     

    (a)          Required
Approvals.  This Agreement and the transactions contemplated
herein have been duly approved and adopted, by the requisite vote, if any, of
the Stockholders of Noble under the laws of the State of Delaware.

     

    (b)          Private
Placement.  The Company shall have raised an aggregate of at
least $50,000,000 in gross proceeds in a private placement of Company Common
Stock, at a price of at least $8.00 per share, pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    6.2           Conditions to Obligations of
the Company and Merger Sub.  The obligations of the Company and
Merger Sub to consummate and effect the Merger shall be subject to the
satisfaction, at or prior to the Closing Date, of each of the following
conditions, any of which may be waived, in writing, exclusively by the
Company:

     

    (a)          Representations and
Warranties.  Each representation and warranty of Noble
contained in this Agreement that is qualified as to materiality shall have been
true and correct (i) as of the date of this Agreement and (ii) subject to the
provisions of the last sentence of Section 5.7, on and
as of the Closing Date with the same force and effect as if made on the Closing
Date.  Each representation and warranty of Noble contained in this
Agreement that is not qualified as to materiality shall have been true and
correct (iii) in all material respects as of the date of this Agreement and (iv)
in all material respects on and as of the Closing Date with the same force and
effect as if made on the Closing Date (except for those representations and
warranties that address matters only as of a particular date or only with
respect to a specific period of time, which need only be true and correct in all
material respects as of such date or with respect to such
period).  The Company shall have received a certificate with respect
to the foregoing signed on behalf of Noble by an authorized officer of Noble
(“Noble Closing
Certificate”).

     

    (b)          Agreements and
Covenants.  Noble shall have performed or complied in all
material respects with all agreements and covenants required by this Agreement
to be performed or complied with by it on or prior to the Closing Date, except
to the extent that any failure to perform or comply (other than a willful
failure to perform or comply or failure to perform or comply with an agreement
or covenant reasonably within the control of Noble) does not, or will not,
constitute a material adverse effect with respect to Noble, and the Noble
Closing Certificate shall include a provision to such effect.

     

    (c)          No
Litigation.  No order shall have been entered to (i) prevent
consummation of any of the transactions contemplated by this Agreement, (ii)
cause any of the transactions contemplated by this Agreement to be rescinded
following consummation of the Merger (iii) affect materially and adversely the
right of the Company to own, operate or control any of the assets and operations
of the Surviving Corporation following the Merger and no order, judgment,
decree, stipulation or injunction to any such effect shall be in
effect.

     

    (d)          Consents.  Noble
shall have obtained all consents, waivers and approvals required to be obtained
by Noble in connection with the consummation of the transactions contemplated
hereby, other than consents, waivers and approvals the absence of which, either
alone or in the aggregate, could not reasonably be expected to have a material
adverse effect on Noble and the Noble Closing Certificate shall include a
provision to such effect.

     

    (e)          Due
Diligence.  The Company shall have completed a due diligence
investigation of Noble’s Stockholders, officers, directors, business, assets and
liabilities, the scope and results of which shall be satisfactory to the Company
at its sole discretion.

     

    (f)          No Dissenting
Shares.  No Stockholder shall be a Dissenter and no shares of
Noble Common Stock shall be deemed Dissenting Shares.

     

    (g)          Proxy/Registration
Statement.  The Proxy/Registration Statement shall have been
declared effective by the SEC.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    (h)          Material Adverse
Effect.  No material adverse effect with respect to Noble shall
have occurred since the date of this Agreement.

     

    (i)          Other
Deliveries.  At or prior to Closing, Noble shall have delivered
to the Company (i) copies of resolutions and actions taken by Noble’s board of
directors and Stockholders in connection with the approval of this Agreement and
the transactions contemplated hereunder, and (ii) such other documents or
certificates as shall reasonably be required by the Company in order to
consummate the transactions contemplated hereunder.

     

    6.3           Conditions to the
Obligations of Noble.  The obligations of Noble to consummate
and effect the Merger shall be subject to the satisfaction at or prior to the
Closing Date of each of the following conditions, any of which may be waived, in
writing, exclusively by Noble:

     

    (a)          Representations and
Warranties.  Each representation and warranty of the Company
contained in this Agreement that is qualified as to materiality shall have been
true and correct (i) as of the date of this Agreement and (ii) subject to the
provisions of the last sentence of Section 5.7, on and
as of the Closing Date with the same force and effect as if made on the Closing
Date.  Each representation and warranty of the Company contained in
this Agreement that is not qualified as to materiality shall have been true and
correct (i) in all material respects as of the date of this Agreement and (ii)
in all material respects on and as of the Closing Date with the same force and
effect as if made on the Closing Date (except for those representations and
warranties that address matters only as of a particular date or only with
respect to a specific period of time, which need only be true and correct in all
material respects as of such date or with respect to such
period).  Noble shall have received a certificate with respect to the
foregoing signed on behalf of the Company by an authorized officer of Company
(“Company Closing
Certificate”).

     

    (b)          Agreements and
Covenants.  The Company and Merger Sub shall have performed or
complied in all material respects with all agreements and covenants required by
this Agreement to be performed or complied with by their at or prior to the
Closing Date except to the extent that any failure to perform or comply (other
than a willful failure to perform or comply or failure to perform or comply with
an agreement or covenant reasonably within the control of Company or Merger Sub)
does not, or will not, constitute a material adverse effect on the Company, and
the Company Closing Certificate shall include a provision to such
effect.

     

    (c)          No
Litigation.  No action, suit or proceeding shall be pending or
threatened before any Governmental Entity which is reasonably likely to (i)
prevent consummation of any of the transactions contemplated by this Agreement,
(ii) cause any of the transactions contemplated by this Agreement to be
rescinded following consummation or (iii) or (iii) affect materially and
adversely or otherwise encumber the title of the shares of the Company Common
Stock to be issued by the Company in connection with the Merger and no order,
judgment, decree, stipulation or injunction to any such effect shall be in
effect.

     

    (d)          Consents.  The
Company and Merger Sub shall have obtained all consents, waivers, permits and
approvals required to be obtained by the Company and Merger Sub in connection
with the consummation of the transactions contemplated hereby, other than
consents, waivers and approvals the absence of which, either alone or in the
aggregate, could not reasonably be expected to have a material adverse effect on
the Company and the Company Closing Certificate shall include a provision to
such effect.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    (e)          Due
Diligence.  Noble shall have completed a due diligence
investigation of the Company’s business, assets and liabilities, the scope and
results of which shall be satisfactory to the Noble in its sole
discretion.

     

    (f)          Material Adverse
Effect.  No material adverse effect with respect to the Company
shall have occurred since the date of this Agreement.

     

    (g)          Other
Deliveries.  At or prior to Closing, the Company shall have
delivered to Noble:  (i) copies of resolutions and actions taken by
the Company’s and Merger Sub’s board of directors in connection with the
approval of this Agreement and the transactions contemplated hereunder, and (ii)
such other documents and certificates as shall reasonably be required by Noble
in order to consummate the transactions contemplated hereunder.

     

    ARTICLE
VII

     

    TERMINATION

     

    7.1           Termination.  This
Agreement may be terminated at any time prior to the Closing:

     

    (a)          by
mutual written agreement of Noble and the Company at any time;

     

    (b)          by
either Noble or the Company if a Governmental Entity shall have issued an order,
decree or ruling or taken any other action, in any case having the effect of
permanently restraining, enjoining or otherwise prohibiting the Merger, which
order, decree, ruling or other action is final and non-appealable;

     

    (c)          by
either Noble or the Company if the Closing shall not have occurred on or before
six months from the date of this Agreement, unless extended by the written
consent of Noble and the Company; provided, however, that the right to terminate
this Agreement under this Section 7.1(c) shall
not be available to any party whose failure to fulfill any obligation under this
Agreement has been the cause of, or resulted in, the failure of the Closing to
occur on or prior to such date.

     

    (d)          by
the Company, upon a material breach of any representation, warranty, covenant or
agreement on the part of Noble set forth in this Agreement, or if any
representation or warranty of Noble shall have become untrue, in either case
such that the conditions set forth in Article VI would not be satisfied as of
the time of such breach or as of the time such representation or warranty shall
have become untrue, provided, that if such breach by Noble is curable by Noble
prior to the Closing Date, then the Company may not terminate this Agreement
under this Section
7.1(d) for 30 days after delivery of written notice from the Company to
Noble of such breach, provided Noble continues to exercise commercially
reasonable efforts to cure such breach (it being understood that the Company may
not terminate this Agreement pursuant to this Section 7.1(d) if it
shall have materially breached this Agreement or if such breach by Noble is
cured during such 30-day period);

     

    (e)          by
Noble, upon a material breach of any representation, warranty, covenant or
agreement on the part of the Company or Merger Sub set forth in this Agreement,
or if any representation or warranty of the Company shall have become untrue, in
either case such that the conditions set forth in Article VI would not be
satisfied as of the time of such breach or as of the time such representation or
warranty shall have become untrue, provided, that if such breach is curable by
the Company or Merger Sub prior to the Closing Date, then Noble may not
terminate this Agreement under this Section 7.1(e) for 30
days after delivery of written notice from Noble to the Company of such breach,
provided the Company or Merger Sub continues to exercise commercially reasonable
efforts to cure such breach (it being understood that Noble may not terminate
this Agreement pursuant to this Section 7.1(e) if it
shall have materially breached this Agreement or if such breach by the Company
is cured during such 30-day period).

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    7.2           Notice of Termination;
Effect of Termination.  Any termination of this Agreement under
Section 7.1
above will be effective immediately upon (or, if the termination is pursuant to
Section 7.1(d)
or Section
7.1(e) and the proviso therein is applicable, thirty (30) days after) the
delivery of written notice of the terminating party to the other parties
hereto.  In the event of the termination of this Agreement as provided
in Section 7.1,
this Agreement shall be of no further force or effect and the Merger shall be
abandoned, except for and subject to the following:  (i) Sections 5.3, 7.2 and
7.3 and Article
VIII (General Provisions) shall survive the termination of this
Agreement, and (ii) nothing herein shall relieve any party from liability for
any breach of this Agreement.

     

    7.3           Fees and
Expenses.  All fees and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expenses, whether or not the Merger is
consummated.

     

    ARTICLE
VIII


     

    GENERAL
PROVISIONS

     

    8.1           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or by commercial delivery service, or sent
via telecopy (receipt confirmed) to the parties at the following addresses or
telecopy numbers (or at such other address or telecopy numbers for a party as
shall be specified by like notice):

     

    
      	
               
      

            	
              if
      to Noble, to:

            


    

     

    
      	
               
      

            	
              Noble
      Medical Technologies, Inc.

            


    

    
      	
               
      

            	
              c/o
      George Elliott

            


    

    
      	
               
      

            	
              Kifissias
      36 Maroussi

            


    

    
      	
               
      

            	
              Athens
      Greece 151 25

            


    

    
      	
               
      

            	
              Attention:  George
      Elliott

            


    

    
      	
               
      

            	
              Telephone:  003
      0210 6846943

            


    

    
      	
               
      

            	
              Facsimile:  003
      0210 6846083

            


    

    


    
      	
               
      

            	
              if
      to the Company or Merger Sub, to:

            


    

     

    
      	
               
      

            	
              GoldSail
      Shipping Corporation

            


    

    
      	
               
      

            	
              Kifissias
      36 Maroussi

            


    

    
      	
               
      

            	
              Athens
      Greece 151 25

            


    

    
      	
               
      

            	
              Attention:  George
      Elliott

            


    

    
      	
               
      

            	
              Telephone:  003
      0210 6846943

            


    

    
      	
               
      

            	
              Facsimile:  003
      0210 6846083

            


    

     

    8.2           Interpretation.  When
a reference is made in this Agreement to an Exhibit or Schedule, such reference
shall be to an Exhibit or Schedule to this Agreement unless otherwise
indicated.  When a reference is made in this Agreement to Sections or
subsections, such reference shall be to a Section or subsection of this
Agreement.  Unless otherwise indicated the words “include,” “includes”
and “including” when used herein shall be deemed in each case to be followed by
the words “without limitation.” The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.  When reference is made herein to
“the business of” an entity, such reference shall be deemed to include the
business of all direct and indirect Subsidiaries of such
entity.  Reference to the Subsidiaries of an entity shall be deemed to
include all direct and indirect Subsidiaries of such entity.  For
purposes of this Agreement:

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    (a)          the
term “Legal
Requirements” means any federal, state, local, municipal, foreign or
other law, statute, constitution, principle of common law, resolution,
ordinance, code, edict, decree, rule, regulation, ruling or requirement issued,
enacted, adopted, promulgated, implemented or otherwise put into effect by or
under the authority of any Governmental Entity and all requirements set forth in
applicable;

     

    (b)          the
term “Person” shall mean
any individual, corporation (including any non-profit corporation), general
partnership, limited partnership, limited liability partnership, joint venture,
estate, trust, company (including any limited liability company or joint stock
company), firm or other enterprise, association, organization, entity or
Governmental Entity;

     

    (c)          the
term “knowledge”
(including any derivation thereof such as “known” or “knowing”) shall mean the
actual knowledge of the officers and directors of the Company or Noble, as
applicable, or any facts or circumstances that would be known after due inquiry
by a Person holding a comparable office or job with comparable experience or
responsibility of any of the foregoing persons;

     

    (d)          the
term “Affiliate” means,
as applied to any Person, any other Person directly or indirectly controlling,
controlled by or under direct or indirect common control with, such
Person.  For purposes of this definition, “control” (including with
correlative meanings, the terms “controlling,” “controlled by” and “under common
control with”), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; and

     

    (e)          all
monetary amounts set forth herein are referenced in United States dollars,
unless otherwise noted.

     

    8.3           Counterparts; Facsimile
Signatures.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.  Delivery by facsimile to
counsel for the other party of a counterpart executed by a party shall be deemed
to meet the requirements of the previous sentence.

     

    8.4           Entire Agreement; Third
Party Beneficiaries.  This Agreement and the documents and
instruments and other agreements among the parties hereto as contemplated by or
referred to herein, including the Schedules hereto (i) constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof; and (ii) are not intended
to confer upon any other person any rights or remedies hereunder (except as
specifically provided in this Agreement).

     

    8.5           Severability.  In
the event that any provision of this Agreement, or the application thereof,
becomes or is declared by a court of competent jurisdiction to be illegal, void
or unenforceable, the remainder of this Agreement will continue in full force
and effect and the application of such provision to other persons or
circumstances will be interpreted so as reasonably to effect the intent of the
parties hereto.  The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the economic, business and other
purposes of such void or unenforceable provision.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    8.6           Other Remedies; Specific
Performance.  Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party will be deemed cumulative
with and not exclusive of any other remedy conferred hereby, or by law or equity
upon such party, and the exercise by a party of any one remedy will not preclude
the exercise of any other remedy.  The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached.  It is accordingly agreed that the parties shall
be entitled to seek an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any
court of the United States or any state having jurisdiction, this being in
addition to any other remedy to which they are entitled at law or in
equity.

     

    8.7           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the law of the State of Delaware regardless of the law that
might otherwise govern under applicable principles of conflicts of law
thereof.

     

    8.8           Rules of
Construction.  The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

     

    8.9           Assignment.  No
party may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other
parties.  Subject to the first sentence of this Section 8.9, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.

     

    8.10          Amendment.  This
Agreement may be amended by the parties hereto at any time by execution of an
instrument in writing signed on behalf of each of the parties.

     

    8.11          Extension;
Waiver.  At any time prior to the Closing, any party hereto
may, to the extent legally allowed, (i) extend the time for the performance of
any of the obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the representations and warranties made to such party contained
herein or in any document delivered pursuant hereto and (iii) waive compliance
with any of the agreements or conditions for the benefit of such party contained
herein.  Any agreement on the part of a party hereto to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party.  Delay in exercising any right under
this Agreement shall not constitute a waiver of such right.

     

    8.12          Survival of Representations
and Warranties.  The representations and warranties in this
Agreement shall terminate at the Closing; provided, however, this Section 8.12
shall in no way limit any covenant or agreement of the parties which by its
terms contemplates performance after the Closing.

     

    (The
remainder of this page has been intentionally left blank  Signature
page(s) follow.)

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    


     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan of
Merger to be executed as of the date first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	 
      	 
      	 
	 
      	
                                                    NOBLE
      MEDICAL TECHNOLOGIES, INC.

                                                  
	 	 	 
	 	 	 
	 
      	
                                                    By:

                                                  	
                                                    /s/
      George Elliott

                                                  	 
	 
      	
                                                    Name:

                                                  	
                                                    George
      Elliott

                                                  	 
	 
      	
                                                    Title:

                                                  	
                                                    Chief
      Executive Officer, President and Secretary

                                                  
	 
      	 
      	 
      	 
	 	 	 	 
	 
      	
                                                    GOLDSAIL
      SHIPPING CORPORATION

                                                  	 
	 	 	 
	 	 	 
	 
      	
                                                    By:

                                                  	
                                                    /s/
      George Elliott

                                                  	 
	 
      	
                                                    Name:

                                                  	
                                                    George
      Elliott

                                                  	 
	 
      	
                                                    Title:

                                                  	
                                                    Chief
      Executive Officer and Secretary

                                                  
	 
      	 
      	 
      	 
	 	 	 	 
	 
      	
                                                    NOBLE
      MERGER CORP.

                                                  	 
	 	 	 
	 	 	 
	 
      	
                                                    By:

                                                  	
                                                    /s/
      George Elliott

                                                  	 
	 
      	
                                                    Name:

                                                  	
                                                    George
      Elliott

                                                  	 
	 
      	
                                                    Title:

                                                  	
                                                    Chief
      Executive Officer, President and
Secretary