Exhibit 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”) is made and entered into
as of October 26, 2007, by and among Crdentia Corp., a Delaware
corporation (the “Company”), and the investors
signatory hereto (each an “Investor”
and collectively, the “Investors”).


 


This Agreement is made pursuant to the
Securities Purchase Agreement, dated as of October 26, 2007 among the
Company and the Investors (the “Purchase Agreement”).


 


The Company and the Investors hereby agree as
follows:


 


1.                                       Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the
Purchase Agreement will have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms have the respective
meanings set forth in this Section 1:


 


“Advice” has
the meaning set forth in Section 6(c).


 


“Commission”
means the Securities and Exchange Commission or its staff, as the context
requires.


 


“Commission Comments”
means written comments pertaining solely to Rule 415 which are received by
the Company or its legal advisors from the Commission, and a copy of which
shall have been provided by the Company to the Holders, to a filed Registration
Statement which, after reasonable subsequent discussion between the Company,
its advisors, the Holders and the Commission requires the Company to limit or
reduce the amount of shares which may be included therein to a number of
shares which is less than such amount sought to be included thereon as filed
with the Commission.


 


“Effective Date”
means, as to a Registration Statement, the date on which such Registration
Statement is first declared effective by the Commission.


 


“Effectiveness Date”
means, with respect to the initial Registration Statement required to be filed
under Section 2, the earlier of: (a) the 120th day
following the Filing Date for such initial Registration Statement and (b) the
fifth Trading Day following the date on which the Company is notified by the
Commission that such initial Registration Statement will not be reviewed or is
no longer subject to further review and comments.


 


“Effectiveness Period”
means, as to any Registration Statement required to be filed pursuant to this
Agreement, the period commencing on the Effective Date of such Registration
Statement and ending on the earliest to occur of (a) the third anniversary
of such Effective Date, (b) such time as all of the Registrable Securities
covered by such Registration Statement have been publicly sold by the Holders
of the Registrable Securities included therein, or (c) such time as the
Registrable Securities covered by such Registration Statement may be sold
by the Holders pursuant to Rule 144 as determined by the counsel to the
Company pursuant


 


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to a written opinion letter to such effect, addressed and acceptable to
the Company’s transfer agent and the affected Holders.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Filing Date”
means (a) with respect to the initial Registration Statement required to
be filed under Section 2(a), the 30th day following the Closing Date; and (b) with
respect to any Registration Statements required to be filed under Section 2(b),
the six-month anniversary of the Effective Date of the Registration Statement
required to be filed under Section 2(a) and for all subsequent
Registration Statements, the six-month anniversary of the Effective Date of the
immediately preceding Registration Statement required to be filed under Section 2(b),
as applicable.


 


“Holder” or “Holders” means the holder or
holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified Party”
has the meaning set forth in Section 5(c).


 


“Indemnifying Party”
has the meaning set forth in Section 5(c).


 


“Losses”
has the meaning set forth in Section 5(a).


 


“New York Courts”
means the state and federal courts sitting in the City of New York, Borough of
Manhattan.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether
commenced or threatened.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A promulgated under the Securities Act), as amended
or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration
Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.


 


“Registrable Securities”
means: (i) the Shares, (ii) the Warrant Shares, (iii) any shares
of Common Stock issuable upon exercise of warrants issued to any placement
agent as compensation in connection with the financing that is the subject of
the Purchase Agreement (“Placement Agent Warrant
Shares”), and (iv) any securities issued or issuable upon
any stock split, dividend or other distribution, recapitalization or similar
event, or any exercise price adjustment with respect to any of the securities
referenced in (i), (ii), or (iii) above.


 


“Registration Statement”
means the initial registration statement required to be filed in accordance
with Section 2(a) and any additional registration statement(s)
required to be filed under Section 2(b), including (in each case) the
Prospectus, amendments and supplements


 


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to such registration statements or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference therein.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Shares”
means the shares of Common Stock issued or issuable to the Investors pursuant
to the Purchase Agreement.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses
that applies: (a) if the Common Stock is then listed or quoted on a
Trading Market, the daily volume weighted average price of the Common Stock for
such date (or the nearest preceding date) on the Trading Market on which the
Common Stock is then listed or quoted as reported by Bloomberg Financial L.P.
(based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m.
Eastern Time); (b)  if the Common Stock is not then listed or quoted on a
Trading Market and if prices for the Common Stock are then quoted on the OTC
Bulletin Board, the volume weighted average price of the Common Stock for such
date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the
Common Stock is not then listed or quoted on the OTC Bulletin Board and if
prices for the Common Stock are then reported in the “Pink Sheets” published by
the Pink Sheets, LLC (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per share of the
Common Stock so reported; or (d) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Purchasers and reasonably acceptable to the Company.


 


“Warrant Shares”
means the shares of Common Stock issuable upon exercise of the Warrants.


 


2.                                       Registration.


 


(a)                                  On
or prior to the applicable Filing Date, the Company shall prepare and file with
the Commission a Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415
on Form S-1 (or on such other form appropriate for such purpose). Such
Registration Statement shall contain (except if otherwise required pursuant to
written comments received from the Commission upon a review of such


 


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Registration Statement,
other than as to the characterization of any Holder as an underwriter, which
shall not occur without such Holder’s consent) the “Plan of Distribution”
attached hereto as Annex A. The Company shall use its reasonable best
efforts to cause such Registration Statement to be declared effective under the
Securities Act as soon as possible but, in any event, no later than its
Effectiveness Date, and shall use its reasonable best efforts to keep the
Registration Statement continuously effective during the entire Effectiveness Period. The initial
Registration Statement shall cover all of the Shares and Warrant Shares. In the
event that the amount of securities which may be included in the
Registration Statement filed pursuant to this Section 2(a) is limited
due to Commission Comments, any cut back of securities shall be applied pro
rata in proportion to the number of shares initially sought to be included by
each Holder. Such cut back shall be applied first to the Warrant Shares and
then to the Shares, as necessary. By 5:00 p.m. (New York City time) on the
Business Day immediately following the Effective Date of such Registration
Statement, the Company shall file with the Commission in accordance with Rule 424
under the Securities Act the final prospectus to be used in connection with sales
pursuant to such Registration Statement (whether or not such filing is
technically required under such Rule).


 


(b)                                 If
all of the Registrable Securities to be included in the Registration Statement
filed pursuant to Section 2(a) cannot be so included due to
Commission Comments, or any additional Registrable Securities become issuable,
then the Company shall prepare and file by the applicable Filing Date for such
Registration Statement(s), such number of additional Registration Statements as
may be necessary in order to ensure that all Registrable Securities are
covered by an existing and effective Registration Statement. Any Registration
Statements to be filed under this Section shall be for an offering to be
made on a continuous basis pursuant to Rule 415, on Form S-1 (or on
such other form appropriate for such purpose). Such Registration Statement
shall contain (except if otherwise required pursuant to written comments
received from the Commission upon a review of such Registration Statement,
other than as to the characterization of any Holder as an underwriter, which
shall not occur without such Holder’s consent) the “Plan of Distribution”
attached hereto as Annex A. The Company shall cause such Registration
Statement to be declared effective under the Securities Act as soon as possible
but, in any event, by its Effectiveness Date, and shall use its reasonable best
efforts to keep such Registration Statement continuously effective under the
Securities Act during the entire Effectiveness Period. In the event that the
amount of securities which may be included in the Registration Statement
filed pursuant to this Section 2(b) is limited due to Commission
Comments, any cut back of securities shall be applied pro rata in proportion to
the number of shares initially sought to be included by each Holder. Such cut
back shall be applied first to the Warrant Shares and then to the Shares, as
necessary. By 5:00 p.m. (New York City time) on the Business Day
immediately following the Effective Date of such Registration Statement, the
Company shall file with the Commission in accordance with Rule 424 under
the Securities Act the final prospectus to be used in connection with sales
pursuant to such Registration Statement (whether or not such filing is
technically required under such Rule).


 


(c)                                  If
for any reason: (i) a Registration Statement is not filed on or prior to
its Filing Date covering the Registrable Securities required under this
Agreement to be included therein (if the Company files a Registration Statement
without affording the Holders the opportunity to review and comment on the same
as required by Section 3(a) hereof, the Company shall not be deemed
to have satisfied this clause (i)), (ii) a Registration Statement is


 


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not declared effective by
the Commission on or prior to its required Effectiveness Date, or if by the
Business Day immediately following the Effective Date the Company shall not
have filed a “final” prospectus for the Registration Statement with the
Commission under Rule 424(b) in accordance with Section 2(a) or
2(b) herein, as the case may be (whether or not such a prospectus is
technically required by such Rule), or (iii) after its Effective Date,
without regard for the reason thereunder or efforts therefor, such Registration
Statement ceases for any reason to be effective and available to the Holders as
to all Registrable Securities to which it is required to cover at any time
prior to the expiration of its Effectiveness Period for more than an aggregate
of 30 Trading Days (which need not be consecutive) (any such failure or breach
being referred to as an “Event,” and
for purposes of clauses (i) or (ii) the date on which such Event
occurs, or for purposes of clause (iii) the date which such 30 Trading
Day-period is exceeded, being referred to as “Event
Date”), then in addition to any other rights the Holders may have
hereunder or under applicable law, on such Event Date and on each monthly
anniversary of each such Event Date (if the applicable Event shall not have
been cured by such date) until the earlier of the date the applicable Event is
cured or such Registrable Securities are eligible for resale pursuant to Rule 144
(the “Cure Date”), the Company
shall pay to each Holder, as partial liquidated damages and not as a penalty,
1.0% of the Liquidated Damages Multiplier, such amount to be accrued until the
Cure Date and paid in the form of Common Stock valued at the VWAP as of
the Cure Date and subject to the terms of the Purchase Agreement. For purposes
of this Agreement, the “Liquidated Damages
Multiplier” shall mean the Investment Amount paid by each such
Holder, less the amount paid for any Shares that are then covered by an
effective Registration Statement or are eligible for resale pursuant to Rule 144
(without regard to any conversion restrictions). The maximum aggregate
liquidated damages payable to a Holder under this Agreement shall be ten
percent (10%) of the Investment Amount paid by such Holder pursuant to the
Purchase Agreement. The partial liquidated damages pursuant to the terms hereof
shall apply on a daily pro-rata basis for any portion of a month prior to the
cure of an Event, except in the case of the first Event Date. In no event will
the Company be liable for liquidated damages under this Agreement with respect
to any Registrable Securities which are not permitted by the Commission to be
included in a Registration Statement due solely to Commission Comments.


 


(d)                                 Each
Holder agrees to furnish to the Company a completed Questionnaire in the form attached
to this Agreement as Annex B (a “Selling Holder
Questionnaire”). The Company shall not be required to include
the Registrable Securities of a Holder in a Registration Statement and shall
not be required to pay any liquidated or other damages under Section 2(c) to
any Holder who fails to furnish to the Company a fully completed Selling Holder
Questionnaire at least two Trading Days prior to the Filing Date (subject to
the requirements set forth in Section 3(a)).


 


3.                                       Registration
Procedures.


 


In connection with the Company’s registration
obligations hereunder, the Company shall:


 


(a)                                  Not
less than three Trading Days prior to the filing of a Registration Statement or
any related Prospectus or any amendment or supplement thereto, furnish to each
Holder copies of the “Selling Stockholders” section of such document, the “Plan
of Distribution” and any risk factor contained in such document that addresses
specifically this transaction or the


 


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Selling Stockholders, as
proposed to be filed which documents will be subject to the review of such
Holder. The Company shall not file a Registration Statement, any Prospectus or
any amendments or supplements thereto in which the “Selling Stockholder” section thereof
differs from the disclosure received from a Holder in its Selling Holder
Questionnaire (as amended or supplemented).


 


(b)                                 (i) 
Prepare and file with the Commission such amendments, including post-effective
amendments, to each Registration Statement and the Prospectus used in
connection therewith as may be necessary to keep such Registration
Statement continuously effective as to the applicable Registrable Securities
for its Effectiveness Period and prepare and file with the Commission such
additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities; (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement,
and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond
as promptly as reasonably possible to any comments received from the Commission
with respect to each Registration Statement or any amendment thereto and, as
promptly as reasonably possible provide the Holders true and complete copies of
all correspondence from and to the Commission relating to such Registration
Statement that the Company believes in good faith would not result in the
disclosure to the Holders of material and non-public information concerning the
Company; and (iv) comply in all material respects with the provisions of
the Securities Act and the Exchange Act with respect to the Registration
Statements and the disposition of all Registrable Securities covered by each
Registration Statement.


 


(c)                                  Notify
the Holders as promptly as reasonably possible (and, in the case of (i)(A) below,
not less than three Trading Days prior to such filing) and (if requested by any
such Person) confirm such notice in writing as promptly as reasonably possible
(i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed; (B) when
the Commission notifies the Company or its counsel whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing
on such Registration Statement (the Company shall provide true and complete
copies thereof and all written responses thereto to each of the Holders that
pertain to the Holders as a Selling Stockholder or to the Plan of Distribution,
but not information which the Company believes in good faith would constitute
material and non-public information); and (C) with respect to each
Registration Statement or any post-effective amendment, when the same has
become effective; (ii) of any request by the Commission or any other
Federal or state governmental authority for amendments or supplements to a
Registration Statement or Prospectus or for additional information; (iii) of
the issuance by the Commission of any stop order suspending the effectiveness
of a Registration Statement covering any or all of the Registrable Securities
or the initiation of any Proceedings for that purpose; (iv) of the receipt
by the Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale
in any jurisdiction, or the initiation or threatening of any Proceeding for
such purpose; and (v) of the occurrence of any event or passage of time
that makes the financial statements included in a Registration Statement
ineligible for inclusion therein or any statement made in such Registration
Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires any revisions to such Registration Statement, Prospectus or other
documents so that, in the case of such Registration Statement or the


 


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Prospectus, as the case may be,
it will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.


 


(d)                                 Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.


 


(e)                                  Furnish
to each Holder, without charge, at least one conformed copy of each
Registration Statement and each amendment thereto and all exhibits to the
extent requested by such Person (including those previously furnished) promptly
after the filing of such documents with the Commission.


 


(f)                                    Promptly
deliver to each Holder, without charge, as many copies of each Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such Persons may reasonably request. The Company
hereby consents to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders in connection with the offering and sale
of the Registrable Securities covered by such Prospectus and any amendment or
supplement thereto.


 


(g)                                 Prior
to any public offering of Registrable Securities, register or qualify such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of all jurisdictions within the United States as any Holder may request,
to keep each such registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions
of the Registrable Securities covered by the Registration Statements; provided,
however, that the Company shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or subject the
Company to any material tax lien in any such jurisdiction where it is not then
so subject.


 


(h)                                 Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a
transferee pursuant to the Registration Statements, which certificates shall be
free, to the extent permitted by the Purchase Agreement, of all restrictive
legends, and to enable such Registrable Securities to be in such denominations
and registered in such names as any such Holders may request.


 


(i)                                     Upon
the occurrence of any event contemplated by Section 3(c)(v), as promptly
as reasonably possible, prepare a supplement or amendment, including a post-effective
amendment, to the affected Registration Statements or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, no Registration Statement nor any Prospectus will contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.


 


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4.                                       Registration
Expenses. All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration
Statement. The fees and expenses referred to in the foregoing sentence shall
include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to
filings required to be made with any Trading Market on which the Common Stock
is then listed for trading, and (B) in compliance with applicable state
securities or Blue Sky laws), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is reasonably requested
by the holders of a majority of the Registrable Securities included in the
Registration Statement), (iii) messenger, telephone and delivery expenses,
(iv) fees and disbursements of counsel for the Company, (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees
and expenses of all other Persons retained by the Company in connection with
the consummation of the transactions contemplated by this Agreement. In
addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expense
of any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange as required
hereunder.


 


5.                                       Indemnification.


 


(a)                                  Indemnification
by the Company. The Company shall, notwithstanding any termination of this
Agreement, indemnify and hold harmless each Holder, the officers, directors,
agents, investment advisors, partners, members and employees of each of them,
each Person who controls any such Holder (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses,
claims, damages, liabilities, costs (including, without limitation, reasonable
costs of preparation and reasonable attorneys’ fees) and expenses
(collectively, “Losses”), as incurred, arising out
of or relating to any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (1) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or
in any amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (2) in the case of an
occurrence of an event of the type specified in Section 3(c)(ii)-(v), the
use by such Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective
and prior to the receipt by such Holder of an Advice or an amended or
supplemented Prospectus, but only if and to the extent that following the
receipt of the Advice or


 


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the amended or
supplemented Prospectus the misstatement or omission giving rise to such Loss
would have been corrected. The Company shall notify the Holders promptly of the
institution, threat or assertion of any Proceeding of which the Company is
aware in connection with the transactions contemplated by this Agreement.


 


(b)                                 Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and
hold harmless the Company, its directors, officers, agents and employees, each
Person who controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling Persons, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred,
arising solely out of or based solely upon: (x) such Holder’s failure to comply
with the prospectus delivery requirements of the Securities Act or (y) any
untrue statement of a material fact contained in any Registration Statement,
any Prospectus, or any form of prospectus, or in any amendment or
supplement thereto, or arising solely out of or based solely upon any omission
of a material fact required to be stated therein or necessary to make the
statements therein not misleading to the extent, but only to the extent that, (1) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement (it being understood that the Holder has approved
Annex A hereto for this purpose), such Prospectus or such form of
Prospectus or in any amendment or supplement thereto or (2) in the case of
an occurrence of an event of the type specified in Section 3(c)(ii)-(v),
the use by such Holder of an outdated or defective Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated or  defective and prior to the receipt by such
Holder of an Advice or an amended or supplemented Prospectus, but only if and
to the extent that following the receipt of the Advice or the amended or
supplemented Prospectus the misstatement or omission giving rise to such Loss would
have been corrected. In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.


 


(c)                                  Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in
writing, and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and
the payment of all fees and expenses incurred in connection with defense
thereof; provided, that the failure of any Indemnified Party to give such
notice shall not relieve the Indemnifying Party of its obligations or
liabilities pursuant to this Agreement, except (and only) to the extent that it
shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such failure
shall have proximately and materially adversely prejudiced the Indemnifying
Party.


 


An Indemnified Party shall have the right to
employ separate counsel in any such Proceeding and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party


 


9

















 


has agreed in writing to pay such fees and expenses; (2) the
Indemnifying Party shall have failed promptly to assume the defense of such
Proceeding and to employ counsel reasonably satisfactory to such Indemnified
Party in any such Proceeding; or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party, and such Indemnified Party shall have been
advised by counsel that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the Indemnifying
Party, the Indemnifying Party shall not have the right to assume the defense
thereof and such counsel shall be at the expense of the Indemnifying Party). The
Indemnified Party shall reasonably cooperate with the Indemnifying Party in
connection with any negotiation or defense of any such action or Losses by the
Indemnifying Party and shall furnish to the Indemnifying Party all
non-privileged or non-confidential information reasonably requested by counsel
to defend such action. The Indemnifying Party shall keep the Indemnified Party
apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. The Indemnifying Party shall not be liable
for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending Proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such Proceeding.


 


All fees and expenses of the Indemnified
Party (including reasonable fees and expenses to the extent incurred in
connection with investigating or preparing to defend such Proceeding in a
manner not inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten Trading Days of written notice thereof to the
Indemnifying Party (regardless of whether it is ultimately determined that an
Indemnified Party is not entitled to indemnification hereunder; provided, that
the Indemnifying Party may require such Indemnified Party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification
hereunder).


 


No Person involved in the sale of Registrable
Securities who is found guilty by a court of competent jurisdiction in a final,
unappealable decision of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) in connection with such sale shall be entitled to
indemnification from any Person involved in such sale of Registrable Securities
who is not guilty of fraudulent misrepresentation.


 


(d)                                 Contribution.
If a claim for indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party (by reason of public policy or otherwise),
then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such Losses, in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied


 


10

















 


by, such Indemnifying
Party or Indemnified Party, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such action, statement or
omission. The amount paid or payable by a party as a result of any Losses shall
be deemed to include, subject to the limitations set forth in Section 5(c),
any reasonable attorneys’ or other reasonable fees or expenses incurred by such
party in connection with any Proceeding to the extent such party would have
been indemnified for such fees or expenses if the indemnification provided for
in this Section was available to such party in accordance with its terms. No
Person involved in the sale of Registrable Securities who is found guilty by a
court of competent jurisdiction in a final, unappealable decision of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) in connection with such sale shall be entitled to
indemnification from any Person involved in such sale of Registrable Securities
who is not guilty of fraudulent misrepresentation.


 


The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 5(d) were
determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d),
no Holder shall be required to contribute, in the aggregate, any amount in
excess of the amount by which the proceeds actually received by such Holder
from the sale of the Registrable Securities subject to the Proceeding exceeds
the amount of any damages that such Holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.


 


The indemnity and contribution agreements
contained in this Section are in addition to any liability that the
Indemnifying Parties may have to the Indemnified Parties.


 


6.                                       Miscellaneous.


 


(a)                                  Remedies.
In the event of a breach by the Company or by a Holder, of any of their
obligations under this Agreement, each Holder or the Company, as the case may be,
in addition to being entitled to exercise all rights granted by law and under
this Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. The Company and each Holder
agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.


 


(b)                                 Compliance.
Each Holder covenants and agrees that it will comply with the prospectus
delivery requirements of the Securities Act as applicable to it and otherwise
comply with all applicable securities laws applicable to it in connection with
sales of Registrable Securities pursuant to the Registration Statement.


 


(c)                                  Discontinued
Disposition. Each Holder agrees by its acquisition of such Registrable
Securities that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in Section 3(c), such Holder will
forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder’s receipt of the


 


11

















 


copies of the
supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement. The Company may provide appropriate stop orders to
enforce the provisions of this paragraph.


 


(d)                                 Amendments
and Waivers. The provisions of this Agreement, including the provisions of
this Section 6(d), may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and the
Holders of no less than a majority in interest of the then outstanding
Registrable Securities. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of certain Holders and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of
at least a majority of the Registrable Securities to which such waiver or
consent relates; provided, further that no amendment or waiver to any
provision of this Agreement relating to naming any Holder or requiring the
naming of any Holder as an underwriter may be effected in any manner
without such Holder’s prior written consent.


 


(e)                                  Notices.
Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be in writing or via e-mail (followed by
facsimile) and shall be deemed given and effective on the earliest of (a) the
date of transmission, if such notice or communication is delivered via
facsimile (provided the sender receives a machine-generated confirmation of
successful transmission) or e-mail at the facsimile number or e-mail address,
as applicable, specified in this Section prior to 5:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile or
e-mail (followed by facsimile) at the facsimile number or e-mail address, as
applicable, specified in this Section on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the
Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (d) upon actual receipt by the
party to whom such notice is required to be given. The address for such notices
and communications shall be as follows:


 


	
  If to the Company:

  	
   

  	
  Crdentia Corp.

  
	
   

  	
   

  	
  5001 LBJ Freeway, Suite 850

  
	
   

  	
   

  	
  Dallas, Texas 75244

  
	
   

  	
   

  	
  Facsimile No.:  (972) 850-0780

  
	
   

  	
   

  	
  Telephone No.: (972) 392-2722

  
	
   

  	
   

  	
  Attention: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Morrison & Foerster LLP

  
	
   

  	
   

  	
  12531 High Bluff Drive, Suite 100

  
	
   

  	
   

  	
  San Diego, CA 92130

  
	
   

  	
   

  	
  Facsimile No.:  (858) 720-5125

  
	
   

  	
   

  	
  Attention:  Steven G. Rowles, Esq.

  
	
   

  	
   

  	
   

  
	
  If to an Investor:

  	
   

  	
  To the address set forth under such
  Investor’s name on the signature pages hereof

  



 


12

















 


If to any other Person who is then the registered
Holder:


 


To the address of such Holder as it appears in the stock transfer books
of the Company or such other address as may be designated in writing
hereafter, in the same manner, by such Person.


 


(f)                                    Successors
and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of each of the parties and shall
inure to the benefit of each Holder. The Company may not assign its rights
or obligations hereunder without the prior written consent of each Holder. Each
Holder may assign their respective rights hereunder in the manner and to
the Persons as permitted under the Purchase Agreement.


 


(g)                                 Execution
and Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any signature is delivered by facsimile transmission, such
signature shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and
effect as if such facsimile signature were the original thereof.


 


(h)                                 Governing
Law. All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of law thereof. Each party agrees that
all Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party
hereto or its respective Affiliates, employees or agents) will be commenced in
the New York Courts. Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the New York Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any Proceeding, any claim that it is not personally
subject to the jurisdiction of any New York Court, or that such Proceeding has
been commenced in an improper or inconvenient forum. Each party hereto hereby
irrevocably waives personal service of process and consents to process being
served in any such Proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any Proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby. If either party shall
commence a Proceeding to enforce any provisions of this Agreement, then the
prevailing party in such Proceeding shall be reimbursed by the other party for
its attorney’s fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Proceeding.


 


(i)                                     Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of
any remedies provided by law.


 


13

















 


(j)                                     Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


(k)                                  Headings.
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.


 


(l)                                     Independent
Nature of Investors’ Obligations and Rights. The obligations of each
Investor under this Agreement are several and not joint with the obligations of
each other Investor, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor under this Agreement. Nothing
contained herein or in any Transaction Document, and no action taken by any
Investor pursuant thereto, shall be deemed to constitute the Investors as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Investors are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by
this Agreement or any other Transaction Document. Each Investor acknowledges
that no other Investor will be acting as agent of such Investor in enforcing
its rights under this Agreement. Each Investor shall be entitled to
independently protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any
other Investor to be joined as an additional party in any Proceeding for such
purpose. The Company acknowledges that each of the Investors has been provided
with the same Registration Rights Agreement for the purpose of closing a
transaction with multiple Investors and not because it was required or
requested to do so by any Investor.


 


[Remainder of
Page Intentionally Left Blank]


 


14

















 


IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


 


	
   

  	
  CRDENTIA
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
  Name: John
  Kaiser

  
	
   

  	
  Title: Chief
  Executive Officer

  



 

















 


IN WITNESS WHEREOF,
the parties have executed this Registration Rights Agreement as of the date
first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  c/o:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Street:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  City/State/Zip:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tel:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Email:

  	
   

  
												



 
















 


ANNEX A


 


PLAN OF DISTRIBUTION


 


The
Selling Stockholders and any of their pledgees, donees, transferees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions. These sales may be
at fixed or negotiated prices. The Selling Stockholders may use any one or
more of the following methods when selling shares:


 


•                  ordinary brokerage transactions and transactions
in which the broker-dealer solicits Investors;


 


•                  block trades in which the broker-dealer will
attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction;


 


•                  purchases by a broker-dealer as principal and
resale by the broker-dealer for its account;


 


•                  an exchange distribution in accordance with
the rules of the applicable exchange;


 


•                  privately negotiated transactions;


 


•                  to cover short sales made after the date that
this Registration Statement is declared effective by the Commission;


 


•                  broker-dealers may agree with the
Selling Stockholders to sell a specified number of such shares at a stipulated
price per share;


 


•                  a combination of any such methods of sale;
and


 


•                  any other method permitted pursuant to
applicable law.


 


The
Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers
to participate in sales. Broker-dealers may receive commissions or
discounts from the Selling Stockholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be negotiated. The
Selling Stockholders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved.


 


The
Selling Stockholders may from time to time pledge or grant a security
interest in some or all of the Shares owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may offer
and sell shares of Common Stock from time to time under this prospectus, or
under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933 amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus.


 


Upon
the Company being notified in writing by a Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Common Stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act,


 

















 


disclosing (i) the name of each such Selling Stockholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such the shares of Common Stock were sold, (iv)the commissions
paid or discounts or concessions allowed to such broker-dealer(s), where
applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction. In
addition, upon the Company being notified in writing by a Selling Stockholder
that a donee or pledgee intends to sell more than 500 shares of Common Stock, a
supplement to this prospectus will be filed if then required in accordance with
applicable securities law.


 


The
Selling Stockholders also may transfer the shares of Common Stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.


 


The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning
of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Discounts, concessions,
commissions and similar selling expenses, if any, that can be attributed to the
sale of Securities will be paid by the Selling Stockholder and/or the
purchasers. Each Selling Stockholder has represented and warranted to the
Company that it acquired the securities subject to this registration statement
in the ordinary course of such Selling Stockholder’s business and, at the time
of its purchase of such securities such Selling Stockholder had no agreements
or understandings, directly or indirectly, with any person to distribute any
such securities.


 


The
Company has advised each Selling Stockholder that it may not use shares
registered on this Registration Statement to cover short sales of Common Stock
made prior to the date on which this Registration Statement shall have been
declared effective by the Commission. In addition, the Company has advised each
Selling Stockholder that the Commission currently takes the position that
coverage of short sales “against the box” prior to the effective date of the
registration statement of which this prospectus is a part would be a violation
of Section 5 of the Securities Act, as described in Item 65, Section A,
of the Manual of Publicly Available Telephone Interpretations, dated July 1997,
compiled by the Office of Chief Counsel, Division of Corporate Finance.


 


If
a Selling Stockholder uses this prospectus for any sale of the Common Stock, it
will be subject to the prospectus delivery requirements of the Securities Act. The
Selling Stockholders will be responsible to comply with the applicable
provisions of the Securities Act and Exchange Act, and the rules and
regulations thereunder promulgated, including, without limitation, Regulation
M, as applicable to such Selling Stockholders in connection with resales of
their respective shares under this Registration Statement.


 


The
Company is required to pay all fees and expenses incident to the registration
of the shares, but the Company will not receive any proceeds from the sale of
the Common Stock. The Company has agreed to indemnify the Selling Stockholders
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.


 


2

















 


ANNEX B


 


CRDENTIA CORP.


 


SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE


 


The
undersigned beneficial owner of common stock (the “Common
Stock”), of Crdentia Corp. (the “Company”)
understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”) a
Registration Statement for the registration and resale of the Registrable
Securities, in accordance with the terms of the Registration Rights Agreement,
dated as of October 26, 2007 (the “Registration Rights
Agreement”), among the Company and the Investors named therein. A
copy of the Registration Rights Agreement is available from the Company upon
request at the address set forth below. All capitalized terms used and not
otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.


 


The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1.                                      Name.


 


(a)                                 Full Legal Name
of Selling Securityholder


 


                                                                                                                                                           


 


(b)                                Full Legal Name
of Registered Holder (if not the same as (a) above) through which
Registrable Securities Listed in Item 3 below are held:


 


                                                                                                                                                           


 


(c)                                  Full Legal Name
of Natural Control Person (which means a natural person who directly or
indirectly alone or with others has power to vote or dispose of the securities
covered by the questionnaire):


 


 


2.                                      Address for Notices to Selling Securityholder:


 


                                                                                                                                                           


                                                                                                                                                           


 


	
  Telephone: 

  	
   

  	
   

  
	
  Facsimile: 

  	
   

  	
   

  
	
  Contact Person: 

  	
   

  	
   

  
					



 

















 


3.                                      Beneficial Ownership of Registrable Securities:


 


Type and Principal Amount of
Registrable Securities beneficially owned:


 


                                                                                                                                                           


                                                                                                                                                           


 


4.                                      Broker-Dealer Status:


 


(a)                                  Are you a broker-dealer?


 


Yes   o            No   o


 


Note:                   If yes, the Commission’s staff has indicated
that you should be identified as an underwriter in the Registration Statement.


 


(b)                                 Are you an
affiliate of a broker-dealer?


 


Yes   o            No   o


 


(c)                                  If you are an
affiliate of a broker-dealer, do you certify that you bought the Registrable
Securities in the ordinary course of business, and at the time of the purchase
of the Registrable Securities to be resold, you had no agreements or
understandings, directly or indirectly, with any person to distribute the
Registrable Securities?


 


Yes   o            No   o


 


Note:                   If no, the Commission’s
staff has indicated that you should be identified as an underwriter in the
Registration Statement.


 


5.                                      Beneficial Ownership of Other Securities of the Company Owned by the
Selling Securityholder.


 


Except as set forth
below in this Item 5, the undersigned is not the beneficial or registered owner
of any securities of the Company other than the Registrable Securities listed
above in Item 3.


 


Type
and Amount of Other Securities beneficially owned by the Selling
Securityholder:


 


                                                                                                                                                           


                                                                                                                                                           


 


4

















 


6.                                      Relationships with the Company:


 


Except as set forth
below, neither the undersigned nor any of its affiliates, officers, directors
or principal equity holders (owners of 5% of more of the equity securities of
the undersigned) has held any position or office or has had any other material
relationship with the Company (or its predecessors or affiliates) during the
past three years.


 


State any exceptions here:


 


                                                                                                                                                           


                                                                                                                                                           


 


The
undersigned agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein that may occur subsequent to
the date hereof and prior to the Effective Date for the Registration Statement.


 


By signing
below, the undersigned consents to the disclosure of the information contained
herein in its answers to Items 1 through 6 and the inclusion of such
information in the Registration Statement and the related prospectus. The
undersigned understands that such information will be relied upon by the
Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus.


 


IN WITNESS
WHEREOF the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  	
  Beneficial Owner:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
   

  
	
   

  	
   

  	
   

  	
  Title: 

  	
   

  
								



 


PLEASE FAX A COPY OF THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL,
TO:


 


Morrison & Foerster LLP


12531 High Bluff Drive, Suite 100


San Diego, CA 92130


Facsimile No.:  (858) 523-2829


Attention:  Jeannette V. Filippone


 


5