TERMINATION AGREEMENT
This
Termination Agreement (“Termination
Agreement”), dated as of February 9, 2010, by and between Noble Medical
Technologies, Inc., a Delaware corporation (“Noble”) and GoldSail
Shipping Corporation, a Xxxxxxxx Islands corporation (the “Company”) terminates
that certain Agreement and Plan of Merger, dated as of May 5, 2009 (the “Merger Agreement”) by
and among Noble, the Company and Noble Merger Corp., a Delaware corporation and
a wholly-owned subsidiary of the Company (“Merger
Sub”). Capitalized terms used herein and not defined shall
have the meanings ascribed to them in the Merger Agreement.
WHEREAS,
Noble, the Company and Merger Sub have heretofore entered into the Merger
Agreement; and
WHEREAS,
Noble and the Company desire to terminate the Merger Agreement pursuant to
Section 7.1(a) thereunder.
NOW
THEREFORE, in consideration of the mutual promises and covenants contained in
this Termination Agreement and the benefit to all of the parties hereto, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Noble and
the Company hereby agree that all of the terms and provisions of the Merger
Agreement are terminated and of no further force or effect as of the date first
set forth above.
2. This
Termination Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without giving effect to the conflict of law
principles thereof.
3. This
Termination Agreement may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be
executed and delivered as of the date first written above.
| NOBLE MEDICAL TECHNOLOGIES, INC. | |||
|
|
By:
|
/s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | |||
| Title: Chief Executive Officer, | |||
| President, Secretary | |||
| GOLDSAIL SHIIPPING CORPORATION | |||
|
By:
|
/s/ Xxxxxx Xxxxxxx | ||
| Name: Xxxxxx Xxxxxxx | |||
| Title: Chairman and Chief Executive Officer | |||
