STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this
"Agreement") is made this 6th day of
February 2009 by and among the sellers listed on
Schedule
A attached
hereto (collectively, the “Sellers” and individually each
a “Seller”), on the one
hand, and
Xxxxxx Capital Master Fund, Ltd. (the “Buyer”). Each
party to this Agreement is referred to herein as a “Party,” and they are all
referred to collectively as “Parties.”
THE PARTIES HEREBY AGREE AS
FOLLOWS:
1. Purchase
and Sale of Stock.
(a) Sale
of Shares. Subject to the terms and conditions of this Agreement, and
in reliance upon the representations and warranties and covenants contained
herein, Buyer agrees to purchase from Sellers and Sellers agree to sell to Buyer
an aggregate of four hundred ninety three thousand five hundred (493,500) shares
of common stock, $.0001 par value per share (the “Shares”), of Noble Medical
Technologies, Inc., a Delaware corporation (the “Company”), for $0.50 per share
for a total purchase price of two hundred forty six thousand seven hundred fifty
dollars (USD $246,750) (the “Purchase Price”), pro rata in proportion to the
number of Shares being sold by such Seller as set forth on Schedule A attached
hereto.
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(b)
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Closing.
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(i) The
closing of the transactions contemplated hereunder (the “Closing”) shall take place at the offices of the
attorney for the Buyer in New York City on February 6, 2009 or such other date
as Seller’s and Buyer may mutually agree upon (the
“Closing Date”).
(ii) At
the Closing:
(a) Each
Seller shall transfer to Buyer, good and marketable title to the his Shares as
reflected on Schedule
A hereto, free and clear of any and all liens, claims, encumbrances and
adverse interests of any kind, by delivering to Buyer the certificates
representing the Shares in negotiable form, duly endorsed in blank, or with
stock transfer powers attached thereto.
(b) Buyer
shall deliver to the Sellers’ attorney, Xxxxx X Xxxxxxx, Esq., the Purchase
Price via wire to the following coordinates:
Xxxxx X. Xxxxxxx Attorney Trust Account
XX Xxxxxx Xxxxx Bank Account
#
Swift Number
ABA Number
(c) Upon the Closing, Xxxxx X Xxxxxxx
shall deliver the Purchase Price for each Seller’s shares to such Seller by check
delivered first class mail to such Seller’s address as reflected on the books of the Company, or,
if wiring instructions have been received by Xxxxx X. Xxxxxxx, Esq. Then by wire
transfer as directed by such Seller and instructions shall be given to the
transfer agent to deliver free trading certificates to the Shares to the Buyer. Xxxxx X.
Xxxxxxx, Esq. shall be fully protected in his actions hereunder and held
harmless and indemnified by each and every Seller from all claims made hereunder
to the fullest extent of the law except in the event of his willful or
gross negligence or his
fraud. The Parties further acknowledge that Xxxxx X. Xxxxxxx, Esq.
has acted as counsel for Sellers hereunder and waive any and all conflicts that
may arise therefrom.
2. Representations and Warranties of
Sellers. Each Seller hereby represents and warrants to the
Buyer that:
(a) Seller
is the record and beneficial owner of the Shares and has sole power and
authority over the disposition of the Shares. The Shares are free and
clear of any liens, claims, encumbrances, and charges.
(b) The
Shares have not been sold, conveyed, encumbered, hypothecated or otherwise
transferred by Seller except pursuant to this Agreement.
(c) Seller
has the legal right to enter into and to consummate the transactions
contemplated hereby and otherwise to carry out his obligations
hereunder. This Agreement constitutes the valid and binding
obligation of Seller. The execution, delivery and performance by the
Seller of this Agreement does not violate any contractual restriction contained
in any agreement which binds or affects or purports to bind or affect the
Seller. No Seller is a party to any agreement, written or oral,
creating rights in respect of any of such Shares in any third party or relating
to the voting of its Shares. No Seller is a party to any outstanding
or authorized options, warrants, rights, calls, commitments, conversion rights,
rights of exchange or other agreements of any character, contingent or
otherwise, providing for the purchase, issuance or sale of any of the Shares,
and there are no restrictions of any kind on the transfer of any of the Shares
other than (a) restrictions on transfer imposed by the Securities Act of 1933,
as amended (the “Securities Act”) and (b) restrictions on transfer imposed by
applicable state securities or “blue sky” laws
(d) The
Shares have been included in a registration statement on Form S-1 and Seller or
Xxxxx X. Xxxxxxx, Esq. has delivered a true copy of the prospectus included in
such registration statement to the Buyer.
(e) Seller
acknowledges that Seller has been advised that Buyer or others may take various
actions including actions which result in the Shares greatly increasing in value
and that by executing this agreement, Seller expressly waives any and all right
to participate in any way in any such increase in value of the shares of the
Company.
3. Representations and Warranties of
Buyer. Buyer hereby warrants and represents to the Seller
that:
(a) Authority. Buyer
has the requisite power and authority to enter into and to consummate the
transactions contemplated hereby and otherwise to carry out its obligations
hereunder.
(b) Receipt
of Prospectus. Buyer acknowledges receipt of the prospectus referred
to in subparagraph 2(d) hereof.
4. Miscellaneous.
(a) Successors
and Assigns. The terms and conditions of this Agreement shall inure
to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties.
(b) Governing
Law/Venue. This Agreement shall be governed by and construed under
the laws of the State of California as applied to agreements entered into and to
be performed entirely within California. Any dispute or controversy
concerning or relating to this Agreement shall be subject to the exclusive
jurisdiction of the federal, state and city courts that sit in and for the City
and County of Los Angeles in the State of California. Each party
hereto irrevocably consents to the in
personam jurisdiction of such courts provided that copy of service is
made upon such party by registered or certified mail and a period of no less
than thirty days from receipt of such service is permitted for response
thereto.
(c) Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
(d) Titles
and Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.
(e) Notices. Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given upon personal delivery
to the party to be notified or sent by overnight delivery by a nationally
recognized overnight courier upon proof of sending thereof and addressed to the
party to be notified at the address indicated for such party above and on
Schedule A attached hereto, or at such other address as such party may designate
by written notice to the other parties.
(f) Expenses. Each
of the parties shall bear its own costs and expenses incurred with respect to
the negotiation, execution, delivery, and performance of this
Agreement.
(g) Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of Seller and Buyer.
(h) Entire
Agreement. This Agreement represents and constitutes the entire
agreement and understanding between the parties with regard to the subject
matter contained herein. All prior agreements, understandings and
representations are hereby merged into this Agreement.
IN WITNESS WHEREOF, the undersigned
have executed, or caused to be executed on their behalf by an agent thereunto
duly authorized, this Agreement as of the date first above written.
| BUYER: | |||
| XXXXXX CAPITAL MASTER FUND, LTD. | |||
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By:
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/s/ Xxx X. Xxxx | |
| Xxx X. Xxxx | |||
| SELLERS: | |||
| [Signatures set forth on Schedule A hereto] | |||
| ESCROW AGENT: | |||
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By:
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/s/ Xxxxx X. Xxxxxxx | |
| Xxxxx X. Xxxxxxx, Esq. | |||
Schedule
A
Sellers
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Seller’s
Name
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Shares Sold
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Signature
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Xxxxxxx,
Xxxxxxx
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8,000
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/s/
Xxxxxxx Xxxxxxx
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Xxxxx-Conder_Jennifer
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4,000
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/s/
Xxxxx-Xxxxxx Xxxxxxxx
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Belcher_Donny
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4,000
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/s/
Xxxxxxx Xxxxx
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Xxxxxx,
Xxxxx
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4,000
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/s/
Xxxxxx Xxxxx
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Bian,
Bo
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8,000
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/s/
Bian Bo
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||
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Xxxxxxxx,
Xxxxx
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4,000
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/s/
Xxxxxxxx Xxxxx
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Xxxxxxxx,
Xxxxxx
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4,000
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/s/
Xxxxxxxx Xxxxxx
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Xxxxxxxx,
Xxxx
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4,000
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/s/
Chasnoff Xxxx
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Xxxxx,
Nian-Peng
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4,000
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/s/
Xxxxx Xxxx-Xxxx
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Conder_Floyd
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4,000
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/s/
Xxxxxx Xxxxx
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XxXxxxxx,
Xxxxxxx
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4,000
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/s/
XxXxxxxx Xxxxxxx
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Xxxxx,
Xxxx
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4,000
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/s/
Xxxxx Xxxx
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Xxxxxx,
Xxxxxx
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4,000
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/s/
Xxxxxx Xxxxxx
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Xxxxxx,
Xxxxxx
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4,000
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/s/
Xxxxxx
Xxxxxx
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Seller’s
Name
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Shares Sold
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Signature
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Xxxx,
Xxxxxxx
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4,000
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/s/
Xxxx Xxxxxxx
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Goy,
Xxx Xxxx
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4,000
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/s/
Goy Xxx Xxxx
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Xxxxxxx,
Xxxxx
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80,000
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/s/
Xxxxxxx Xxxxx
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Xxxxxx,
Xxxx
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4,000
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/s/
Henich Xxxx
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Xxxxxxxxxxx,
Xxxxxxx X.
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4,000
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/s/
Hilterbrant Xxxxxxx X.
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Xxxxxxxxxxx,
Trust
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4,000
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/s/
Hilterbrant Trust
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Xxxx,
Xxxxxxxx
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4,000
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/s/
Xxxx Xxxxxxxx
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Xxxx,
Xxxxx
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4,000
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/s/
Leaf Xxxxx
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Xxx,
Wei
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8,000
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/s/
Xxx Xxx
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Xxxxxx,
Xxx
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4,000
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/s/
Xxxxxx Xxx
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Xxxx,
Xxxxxx
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4,000
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/s/
Xxxx Xxxxxx
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Xxxx,
Xxxx
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4,000
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/s/
Xxxx Xxxx
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Xxxx,
Xxxxxxxx
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4,000
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/s/
Xxxx Xxxxxxxx
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Xxxx,
Xxxxx
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4,000
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/s/
Xxxx Xxxxx
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Xxxx,
Xxxxx
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4,000
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/s/
Xxxx Xxxxx
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Oh,
Xxxxxx
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4,000
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/s/
Oh
Xxxxxx
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Seller’s
Name
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Shares Sold
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Signature
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O'Tell,
Xxxxxx
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4,000
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/s/
O'Tell Xxxxxx
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Xxxxxx,
Xxxxx
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4,000
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/s/
Xxxxxx Xxxxx
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Rong,
Ma
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12,000
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/s/
Rong Ma
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Xxxxxxx,
Xxxxxxx
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4,000
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/s/
Xxxxxxx Xxxxxxx
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Xxxxxxx,
Xxxxxx
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4,000
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/s/
Xxxxxxx Xxxxxx
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Xxxxxxxxx,
Xxxx
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4,000
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/s/
Xxxxxxxxx Xxxx
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Xxxxxxx,
Xxxxxx
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8,000
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/s/
Xxxxxxx Xxxxxx
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Xxxxxxx,
Sage
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4,000
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/s/
Xxxxxxx Sage
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Xxxxxx,
Xxxxxxx
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4,000
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/s/
Xxxxxx Xxxxxxx
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Xxxx,
Xxxxx
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4,000
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/s/
Xxxx Xxxxx
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Xxxxxxxx,
Xxxxxxx
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313,500
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/s/
Xxxxxxxx
Xxxxxxx
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