**Exhibit10.95**

**REGISTRATION RIGHTS AGREEMENT**

**This Registration RightsAgreement** (this **“*Agreement*”**)is made and entered into as of April 13, 2007, by and among **CrdentiaCorp.**, a Delaware corporation (the **“*Company*”**), and DAWSON JAMES SECURITIES, Inc. (“***Dawson***”).

ThisAgreement is made pursuant to the Settlement Agreement, dated as of the datehereof among the Company and Dawson (the **“*SettlementAgreement*”**).

TheCompany and Dawson hereby agree as follows:

# 1.                                       Definitions.  Capitalized terms used and not otherwisedefined herein that are defined in the Settlement Agreement will have themeanings given such terms in the Settlement Agreement.  As used in this Agreement, the followingterms have the respective meanings set forth in this Section 1:

**“*Advice*”**has the meaning set forth inSection 6(d).

**“*Effective Date*”** means, as to aRegistration Statement, the date on which such Registration Statement is firstdeclared effective by the Commission.

**“*Effectiveness Period*”** has the meaning setforth in Section 2(a).

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

**“*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).

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

**“*Prospectus*”** means the prospectus includedin a Registration Statement (including, without limitation, a prospectus thatincludes any information previously omitted from a prospectus filed as part ofan effective registration statement in reliance upon Rule 430A promulgatedunder the Securities Act), as amended or supplemented by any prospectussupplement, with respect to the terms of the offering of any portion of theRegistrable Securities covered by a Registration Statement, and all otheramendments and supplements to the Prospectus, including post-effectiveamendments, and all material incorporated by reference or deemed to beincorporated by reference in such Prospectus.

**“*Registrable Securities*”** means: (i) theShares and (ii) any securities issued or issuable upon any stock split,dividend or other distribution, recapitalization or similar event, or anyconversion price adjustment with respect to any of the securities referenced in(i) above.

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**“*Registration Statement*”** means the initialregistration statement required to be filed in accordance with Section 2(a) andany additional registration statement(s) required to be filed under Section2(b), including (in each case) the Prospectus, amendments and supplements tosuch registration statements or Prospectus, including pre- and post-effectiveamendments, all exhibits thereto, and all material incorporated by reference ordeemed to be incorporated by reference therein.

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

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

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

**“*Securities Act*”** means the Securities Actof 1933, as amended.

**“*Shares*”** means the shares of Common Stockissued or issuable to Dawson pursuant to the Settlement Agreement.

# 2.                                       Registration.

## (a)                                  Within30 days of the date of the final closing under the equity financing currentlybeing conducted by the Company (which is currently set to occur on April 6,2007 but may be extended in the sole discretion of the Company’s Board ofDirectors), the Company shall prepare and file with the Commission aRegistration Statement covering the resale of all Registrable Securities notalready covered by an existing and effective Registration Statement for anoffering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (oron such other form appropriate for such purpose).  Such Registration Statement shall contain(except if otherwise required pursuant to written comments received from theCommission upon a review of such Registration Statement) the “Plan ofDistribution” attached hereto as Annex A.  The Company shall use commercially reasonableefforts to cause such Registration Statement to be declared effective under theSecurities Act as soon as possible and shall use its commercially reasonableefforts to keep the Registration Statement continuously effective under theSecurities Act until the date which is the earlier of (i) five years afterits Effective Date, (ii) such time as all of the Registrable Securities coveredby such Registration Statement have been publicly sold by Dawson, or (iii) suchtime as all of the Registrable Securities covered by such RegistrationStatement may be sold by Dawson pursuant to Rule 144(k) as determined by thecounsel to the Company pursuant to a written opinion letter to such effect,addressed and reasonably acceptable to the Company’s transfer agent and Dawson(the **“*EffectivenessPeriod*”**).

## (b)                                 Iffor any reason the Commission does not permit all of the Registrable Securitiesto be included in the Registration Statement filed pursuant to Section 2(a), orfor any other reason any outstanding Registrable Securities are not thencovered by an effective 

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## Registration Statement, then the Companyshall prepare and file an additional Registration Statement covering the resaleof all Registrable Securities not already covered by an existing and effectiveRegistration Statement for an offering to be made on a continuous basispursuant to Rule 415, on Form S-1 (or on such other form appropriate for suchpurpose).  Each such RegistrationStatement shall contain (except if otherwise required pursuant to writtencomments received from the Commission upon a review of such RegistrationStatement) the “Plan of Distribution” attached hereto as Annex A.  The Company shall use commercially reasonableefforts to cause each such Registration Statement to be declared effectiveunder the Securities Act as soon as possible but, in any event, by itsEffectiveness Date, and shall use its commercially reasonable best efforts tokeep such Registration Statement continuously effective under the SecuritiesAct during the entire Effectiveness Period.

## (c)                                  Dawsonagrees to furnish to the Company a completed Questionnaire in the form attachedto this Agreement as Annex B (a **“*Selling Holder Questionnaire*”**).  The Company shall not be required to includethe Registrable Securities of Dawson in a Registration Statement if Dawsonfails to furnish to the Company a fully completed Selling Holder Questionnaireat least two Trading Days prior to the filing of the applicable RegistrationStatement.  Dawson acknowledges that theCompany may, in its sole discretion, include shares of capital stock held byother selling stockholders on any Registration Statement covering the resale ofthe Registrable Securities.

## (d)                                 If:(i) a Registration Statement is not filed on or prior to June 1, 2007, or (ii)a Registration Statement is not declared effective by the Commission on orprior to August 15, 2007, or (iii) after its Effective Date, without regard forthe reason thereunder or efforts therefore, such Registration Statement ceasesfor any reason to be effective and/or available to Dawson as to all RegistrableSecurities to which it is required to cover at any time prior to the expirationof its Effectiveness Period for more than an aggregate of 60 Trading Days(which need not be consecutive) in any twelve (12) month period (any suchfailure or breach being referred to as an “Event”, and for purposes of clauses (i) or (ii) the dateon which such Event occurs, or for purposes of clause (iii) the date on whichsuch 60 Trading Day period is exceeded, being referred to as “Event Date”), then (x) oneach such Event Date the Company shall pay to Dawson an amount in cash, aspartial liquidated damages and not as a penalty, equal to 1.5% of the value ofthe Shares on the date of this Agreement; and (y) on each monthly anniversaryof each such Event Date (if the applicable Event shall not have been cured bysuch date) until the applicable Event is cured, the Company shall pay to Dawsonan amount in cash, as partial liquidated damages and not as a penalty, equal to1.5% of the value of the Shares on the date of this Agreement; provided,however, in no event shall the Company pay any amounts hereunder in excess oftwelve percent (12%) of the value of the Shares on the date of thisAgreement.  If the Company fails to payany partial liquidated damages pursuant to this Section in full within sevendays after the date payable, the Company will pay interest thereon at a rate of10% per annum (or such lesser maximum amount that is permitted to be paid byapplicable law) to Dawson, accruing daily from the date such partial liquidateddamages are due until such amounts, plus all such interest thereon, are paid infull. The partial liquidated damages pursuant to the terms hereof shall applyon a daily pro-rata basis for any portion of a month prior to the cure of anEvent, except in the case of the first Event Date.  Such payments shall be Dawson’s sole andexclusive remedy for such events.

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# 3.                                       RegistrationProcedures.

Inconnection with the Company’s registration obligations hereunder, the Companyshall:

## (a)                                  (i)  Prepare and file with the Commission suchamendments, including post-effective amendments, to each RegistrationStatement and the Prospectus used in connection therewith as may be necessaryto keep such Registration Statement continuously effective as to the applicableRegistrable Securities for its Effectiveness Period and prepare and file withthe Commission such additional Registration Statements in order to register forresale under the Securities Act all of the Registrable Securities; (ii) causethe related Prospectus to be amended or supplemented by any required Prospectussupplement, and as so supplemented or amended to be filed pursuant to Rule 424;*provided, however*, that on theBusiness Day following the Effectiveness Date, the Company shall file with theCommission in accordance with Rule 424 the final prospectus to be used inconnection with sales pursuant to the Registration Statement (a “***Final Prospectus Filing***”);*provided, further, however*, thatany advance notification provisions set forth in this Agreement, includingwithout limitation Section 3(b), shall not apply to the extent that suchprovisions would render impracticable the Final Prospectus Filing within theperiod specified in this Section 3(a)(ii); (iii) respond as promptly asreasonably possible to any comments received from the Commission with respectto each Registration Statement or any amendment thereto and, as promptly asreasonably possible provide Dawson true and complete copies of allcorrespondence from and to the Commission relating to such RegistrationStatement that would not result in the disclosure to Dawson of material and non-publicinformation concerning the Company; and (iv) comply in all material respectswith the provisions of the Securities Act and the Exchange Act with respect tothe Registration Statements, the delivery of the Prospectus or Prospectuses andthe disposition of all Registrable Securities covered by each RegistrationStatement.

## (b)                                 NotifyDawson as promptly as reasonably possible and (if requested by any such Person)confirm such notice in writing as promptly as reasonably possible (i)(A) when aProspectus or any Prospectus supplement or post-effective amendment to aRegistration Statement is proposed to be filed; (B) when the Commissionnotifies the Company whether there will be a “review” of such RegistrationStatement and whenever the Commission comments in writing on such RegistrationStatement (the Company shall provide true and complete copies thereof and allwritten responses thereto to Dawson that pertain to Dawson as a SellingStockholder or to the Plan of Distribution, but not information which the Companybelieves would constitute material and non-public information); and (C) withrespect to each Registration Statement or any post-effective amendment,when the same has become effective; (ii) of any request by the Commission orany other Federal or state governmental authority for amendments or supplementsto a Registration Statement or Prospectus or for additional information; (iii)of the issuance by the Commission of any stop order suspending theeffectiveness of a Registration Statement covering any or all of theRegistrable Securities or the initiation of any Proceedings for that purpose;(iv) of the receipt by the Company of any notification with respect to thesuspension of the qualification or exemption from qualification of any of theRegistrable Securities for sale in any jurisdiction, or the initiation orthreatening of any Proceeding for such purpose; and (v) of the occurrence ofany event or passage of time that makes the financial 

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## statements included in a RegistrationStatement ineligible for inclusion therein or any statement made in suchRegistration Statement or Prospectus or any document incorporated or deemed tobe incorporated therein by reference untrue in any material respect or thatrequires any revisions to such Registration Statement, Prospectus or otherdocuments so that, in the case of such Registration Statement or theProspectus, as the case may be, it will not contain any untrue statement of amaterial fact or omit to state any material fact required to be stated therein ornecessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading.

## (c)                                  Useits commercially reasonable best efforts to avoid the issuance of, or, ifissued, obtain the withdrawal of (i) any order suspending the effectiveness ofa Registration Statement, or (ii) any suspension of the qualification (orexemption from qualification) of any of the Registrable Securities for sale inany jurisdiction, at the earliest practicable moment.

## (d)                                 Cooperatewith Dawson to facilitate the timely preparation and delivery of certificatesrepresenting Registrable Securities to be delivered to a transferee pursuant tothe Registration Statements, which certificates shall be free, to the extentpermitted by the Settlement Agreement, of all restrictive legends, and toenable such Registrable Securities to be in such denominations and registeredin such names as Dawson may request.

## (e)                                  Uponthe occurrence of any event contemplated by Section 3(b)(v), as promptly asreasonably possible, prepare a supplement or amendment, including a post-effectiveamendment, to the affected Registration Statements or a supplement to therelated Prospectus or any document incorporated or deemed to be incorporatedtherein by reference, and file any other required document so that, asthereafter delivered, no Registration Statement nor any Prospectus will containan untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein, inlight of the circumstances under which they were made, not misleading.

# 4.                                       RegistrationExpenses.  All fees and expensesincident to the performance of or compliance with this Agreement by the Companyshall be borne by the Company whether or not any Registrable Securities aresold pursuant to a Registration Statement.

# 5.                                       Indemnification.

## (a)                                  Indemnificationby the Company.  The Company shall,notwithstanding any termination of this Agreement, indemnify and hold harmlessDawson, the officers, directors, agents, investment advisors, partners, membersand employees of each of them, each Person who controls Dawson (within themeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)and the officers, directors, agents and employees of each such controllingPerson, to the fullest extent permitted by applicable law, from and against anyand all losses, claims, damages, liabilities, costs (including, withoutlimitation, reasonable costs of preparation and reasonable attorneys’ fees) andexpenses (collectively, “***Losses***”)(Losses shall not include any diminution in value of the RegistrableSecurities), as incurred, arising out of or relating to any untrue or allegeduntrue statement of a material fact contained in any Registration Statement, anyProspectus or any form of prospectus or in any amendment or supplement theretoor in any preliminary prospectus, or arising out of or relating to any omissionor alleged omission of a 

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## material fact required to be stated thereinor necessary to make the statements therein (in the case of any Prospectus orform of prospectus or supplement thereto, in light of the circumstances underwhich they were made) not misleading, except to the extent, but only to theextent, that (1) such untrue statements or omissions are based solely uponinformation regarding Dawson furnished in writing to the Company by Dawsonexpressly for use therein, or to the extent that such information relates toDawson or Dawson’s proposed method of distribution of Registrable Securitiesand was reviewed and expressly approved in writing by Dawson expressly for usein the Registration Statement, such Prospectus or such form of Prospectus or inany amendment or supplement thereto (it being understood that Dawson hasapproved Annex A hereto for this purpose) or (2) in the case of an occurrenceof an event of the type specified in Section 3(c)(ii)-(v), the use by Dawson ofan outdated or defective Prospectus after the Company has notified Dawson inwriting that the Prospectus is outdated or defective and prior to the receiptby Dawson of an Advice or an amended or supplemented Prospectus, but only ifand to the extent that following the receipt of the Advice or the amended orsupplemented Prospectus the misstatement or omission giving rise to such Losswould have been corrected.  The Companyshall notify Dawson promptly of the institution, threat or assertion of anyProceeding of which the Company is aware in connection with the transactionscontemplated by this Agreement.

## (b)                                 Indemnificationby Dawson. Dawson shall, severally and not jointly, indemnify and holdharmless the Company, its directors, officers, agents and employees, eachPerson who controls the Company (within the meaning of Section 15 of theSecurities Act and Section 20 of the Exchange Act), and the directors,officers, agents or employees of such controlling Persons, to the fullestextent permitted by applicable law, from and against all Losses, as incurred,arising solely out of or based solely upon: (x) Dawson’s failure to comply withthe prospectus delivery requirements of the Securities Act or (y) any untruestatement of a material fact contained in any Registration Statement, anyProspectus, or any form of prospectus, or in any amendment or supplementthereto, or arising solely out of or based solely upon any omission of amaterial fact required to be stated therein or necessary to make the statementstherein not misleading to the extent, but only to the extent that, (1) suchuntrue statements or omissions are based solely upon information regardingDawson furnished in writing to the Company by Dawson expressly for use therein,or to the extent that such information relates to Dawson or Dawson’s proposedmethod of distribution of Registrable Securities and was reviewed and expresslyapproved in writing by Dawson expressly for use in the Registration Statement(it being understood that Dawson has approved Annex A hereto for this purpose),such Prospectus or such form of Prospectus or in any amendment or supplementthereto or (2) in the case of an occurrence of an event of the type specifiedin Section 3(c)(ii)-(v), the use by Dawson of an outdated or defectiveProspectus after the Company has notified Dawson in writing that the Prospectusis outdated or  defective and prior to thereceipt by Dawson of an Advice or an amended or supplemented Prospectus, butonly if and to the extent that following the receipt of the Advice or theamended or supplemented Prospectus the misstatement or omission giving rise tosuch Loss would have been corrected.  Inno event shall the liability of Dawson hereunder be greater in amount than thedollar amount of the net proceeds received by Dawson upon the sale of theRegistrable Securities giving rise to such indemnification obligation.

## (c)                                  Conductof Indemnification Proceedings. If any Proceeding shall be brought orasserted against any Person entitled to indemnity hereunder (an “***Indemnified Party***”),such Indemnified Party shall promptly notify the Person from whom indemnity is 

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## sought (the “***Indemnifying Party***”) in writing, and theIndemnifying Party shall assume the defense thereof, including the employmentof counsel reasonably satisfactory to the Indemnified Party and the payment ofall fees and expenses incurred in connection with defense thereof; provided,that the failure of any Indemnified Party to give such notice shall not relievethe Indemnifying Party of its obligations or liabilities pursuant to thisAgreement, except (and only) to the extent that it shall be finally determinedby a court of competent jurisdiction (which determination is not subject toappeal or further review) that such failure shall have proximately andmaterially adversely prejudiced the Indemnifying Party.

AnIndemnified Party shall have the right to employ separate counsel in any suchProceeding and to participate in the defense thereof, but the fees and expensesof such counsel shall be at the expense of such Indemnified Party or Partiesunless:  (1) the Indemnifying Party hasagreed in writing to pay such fees and expenses; (2) the Indemnifying Partyshall have failed promptly to assume the defense of such Proceeding and toemploy counsel reasonably satisfactory to such Indemnified Party in any suchProceeding; or (3) the named parties to any such Proceeding (including anyimpleaded parties) include both such Indemnified Party and the IndemnifyingParty, and such Indemnified Party shall have been advised by counsel that aconflict of interest is likely to exist if the same counsel were to representsuch Indemnified Party and the Indemnifying Party (in which case, if suchIndemnified Party notifies the Indemnifying Party in writing that it elects toemploy separate counsel at the expense of the Indemnifying Party, theIndemnifying Party shall not have the right to assume the defense thereof andsuch counsel shall be at the expense of the Indemnifying Party).  The Indemnifying Party shall not be liablefor any settlement of any such Proceeding effected without its written consent,which consent shall not be unreasonably withheld.  No Indemnifying Party shall, without theprior written consent of the Indemnified Party, effect any settlement of anypending Proceeding in respect of which any Indemnified Party is a party, unlesssuch settlement includes an unconditional release of such Indemnified Partyfrom all liability on claims that are the subject matter of such Proceeding.

Allfees and expenses of the Indemnified Party (including reasonable fees andexpenses to the extent incurred in connection with investigating or preparingto defend such Proceeding in a manner not inconsistent with this Section) shallbe paid to the Indemnified Party, as incurred, within ten Trading Days ofwritten notice thereof to the Indemnifying Party (regardless of whether it isultimately determined that an Indemnified Party is not entitled toindemnification hereunder; provided, that the Indemnifying Party may requiresuch Indemnified Party to undertake to reimburse all such fees and expenses tothe extent it is finally judicially determined that such Indemnified Party isnot entitled to indemnification hereunder).

## (d)                                 Contribution.  If a claim for indemnification under Section5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policyor otherwise), then each Indemnifying Party, in lieu of indemnifying suchIndemnified Party, shall contribute to the amount paid or payable by suchIndemnified Party as a result of such Losses, in such proportion as isappropriate to reflect the relative fault of the Indemnifying Party andIndemnified Party in connection with the actions, statements or omissions thatresulted in such Losses as well as any other relevant equitableconsiderations.  The relative fault ofsuch Indemnifying Party and Indemnified Party shall be determined by referenceto, among other things, whether any action in question, including any untrue oralleged untrue statement of a material fact or omission or 

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## alleged omission of a material fact, has beentaken or made by, or relates to information supplied by, such Indemnifying Partyor Indemnified Party, and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such action, statement oromission.  The amount paid or payable bya party as a result of any Losses shall be deemed to include, subject to thelimitations set forth in Section 5(c), any reasonable attorneys’ or otherreasonable fees or expenses incurred by such party in connection with anyProceeding to the extent such party would have been indemnified for such feesor expenses if the indemnification provided for in this Section was availableto such party in accordance with its terms.

Theparties hereto agree that it would not be just and equitable if contributionpursuant to this Section 5(d) were determined by pro rata allocation or by anyother method of allocation that does not take into account the equitableconsiderations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of thisSection 5(d), Dawson shall be required to contribute, in the aggregate, anyamount in excess of the amount by which the proceeds actually received byDawson from the sale of the Registrable Securities subject to the Proceedingexceeds the amount of any damages that Dawson has otherwise been required topay by reason of such untrue or alleged untrue statement or omission or allegedomission.

Theindemnity and contribution agreements contained in this Section are in additionto any liability that the Indemnifying Parties may have to the IndemnifiedParties.

# 6.                                       Miscellaneous.

## (a)                                  Compliance.  Dawson covenants and agrees that it willcomply with the prospectus delivery requirements of the Securities Act asapplicable to it in connection with sales of Registrable Securities pursuant tothe Registration Statement.

## (b)                                 DiscontinuedDisposition.  Dawson agrees that,upon receipt of a notice from the Company of the occurrence of any event of thekind described in Section 3(c), Dawson will forthwith discontinue dispositionof such Registrable Securities under the Registration Statement until Dawson’sreceipt of the copies of the supplemented Prospectus and/or amendedRegistration 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 filingsthat are incorporated or deemed to be incorporated by reference in suchProspectus or Registration Statement. The Company may provide appropriate stop orders to enforce theprovisions of this paragraph.

## (c)                                  Amendmentsand Waivers.  The provisions of thisAgreement, including the provisions of this Section 6(f), may not be amended,modified or supplemented, and waivers or consents to departures from theprovisions hereof may not be given, unless the same shall be in writing andsigned by the Company and Dawson.

## (d)                                 Notices.  Any and all notices or other communicationsor deliveries required or permitted to be provided hereunder shall be inwriting and shall be given in accordance with the terms of the SettlementAgreement

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## (e)                                  Successorsand Assigns.  This Agreement shallinure to the benefit of and be binding upon the successors and permittedassigns of each of the parties and shall inure to the benefit of Dawson.  Other than in connection with a merger,consolidation, sale of all or substantially all of the Company’s assets orother similar change in control transaction, the Company may not assign thisAgreement or any rights or obligations hereunder without the prior writtenconsent of Dawson.  Dawson may assigntheir respective rights hereunder in the manner and to the Persons as permittedunder the Settlement Agreement.

## (f)                                    Executionand Counterparts.  This Agreement maybe executed in any number of counterparts, each of which when so executed shallbe deemed to be an original and, all of which taken together shall constituteone and the same Agreement.  In the eventthat any signature is delivered by facsimile transmission, such signature shallcreate a valid binding obligation of the party executing (or on whose behalfsuch signature is executed) the same with the same force and effect as if suchfacsimile signature were the original thereof.

## (g)                                 GoverningLaw.  This Agreement is to beconstrued in accordance with and governed by the internal laws of the State ofDelaware without giving effect to any choice of law rule that would cause theapplication of the laws of any jurisdiction other than the internal laws of theState of Delaware to the rights and duties of the parties. In addition, each ofthe parties hereto (a) irrevocably and unconditionally consents to submititself to the jurisdiction of the Court of Chancery of the State of Delaware inthe event any dispute arises out of this Agreement or the transactionscontemplated by this Agreement, (b) agrees that it will not attempt to deny ordefeat such personal jurisdiction by motion or other request for leave from anysuch court, (c) agrees that it will not bring any action relating to thisAgreement or the transactions contemplated by this Agreement in any court otherthan the Court of Chancery of the State of Delaware, and each of the partiesirrevocably waives the right to trial by jury, (d) waives, to the fullestextent permitted by law, the defense of an inconvenient forum to the maintenanceof such action on the Court of Chancery of the State of Delaware, and (e) eachof the parties irrevocably consents to service of process by first classcertified mail, return receipt requested, postage prepaid, to the address atwhich such party is to receive notice.

## (h)                                 Severability.If any term, provision, covenant or restriction of this Agreement is held by acourt of competent jurisdiction to be invalid, illegal, void or unenforceable,the remainder of the terms, provisions, covenants and restrictions set forthherein shall remain in full force and effect and shall in no way be affected,impaired or invalidated, and the parties hereto shall use their commerciallyreasonable efforts to find and employ an alternative means to achieve the sameor substantially the same result as that contemplated by such term, provision,covenant or restriction.  It is herebystipulated and declared to be the intention of the parties that they would haveexecuted the remaining terms, provisions, covenants and restrictions withoutincluding any of such that may be hereafter declared invalid, illegal, void orunenforceable.

## (i)                                     Headings.  The headings in this Agreement are forconvenience of reference only and shall not limit or otherwise affect themeaning hereof.

[*Remainder of Page Intentionally Left Blank*]

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**In Witness Whereof**,the parties have executed this Registration Rights Agreement as of the datefirst written above.
|            | ** ** | **CRDENTIA CORP.**                        |
|------------|------------|-------------------------------------------|
| ** ** | ** ** | ** **                                |
| ** ** | ** ** | ** **                                |
|       |       | By:                                       | /s/ C. Fred Toney |   |
|       |       | Name: C. Fred Toney                       |
|       |       | Title: Chairman of the Board of Directors |

 

[*Signature Pages of Investors to Follow*]

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**In Witness Whereof**, the parties have executed thisRegistration Rights Agreement as of the date first written above.
|            | **DAWSON JAMES SECURITIES, INC.** |
|------------|-----------------------------------|
| ** ** | ** **                        |
| ** ** | ** **                        |
|       | By:                               | /s/ Robert D.  Keyser Jr. |   |   |
|       | Name:                             | Robert D. Keyser  Jr |   |   |
|       | Title:                            | President |   |
|       |                              |
| ** ** | **ADDRESS  FOR NOTICE**           |
| ** ** | ** **                        |
|       | c/o:                              |
|       |                              |
|       | Street:                           |
|       |                              |
|       | City/State/Zip:                   |
|       |                              |
|       | Attention:                        |
|       |                              |
|       | Tel:                              |
|       |                              |
|       | Fax:                              |
|       |                              |
|       | Email:                            |
|            |                                   |  |  |  |  |  |  |  |

 

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**Annex A**

**PLAN OFDISTRIBUTION**

The Selling Stockholders and any of their pledgees,donees, transferees, assignees and successors-in-interest may, from time totime, 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 privatetransactions.  These sales may be atfixed or negotiated prices.  The SellingStockholders may use any one or more of the following methods when sellingshares:

·                  ordinarybrokerage transactions and transactions in which the broker-dealersolicits Investors;

·                  blocktrades in which the broker-dealer will attempt to sell the shares asagent but may position and resell a portion of the block as principal tofacilitate the transaction;

·                  purchasesby a broker-dealer as principal and resale by the broker-dealer forits account;

·                  anexchange distribution in accordance with the rules of the applicable exchange;

·                  privatelynegotiated transactions;

·                  tocover short sales made after the date that this Registration Statement isdeclared effective by the Commission;

·                  broker-dealersmay agree with the Selling Stockholders to sell a specified number of suchshares at a stipulated price per share;

·                  acombination of any such methods of sale; and

·                  anyother method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares underRule 144 under the Securities Act, if available, rather than under thisprospectus.

Broker-dealers engaged by the SellingStockholders may arrange for other brokers-dealers to participate insales.  Broker-dealers may receivecommissions or discounts from the Selling Stockholders (or, if any broker-dealeracts as agent for the purchaser of shares, from the purchaser) in amounts to benegotiated.  The Selling Stockholders do notexpect these commissions and discounts to exceed what is customary in the typesof transactions involved.

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

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

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disclosing (i) the name ofeach such Selling Stockholder and of the participating broker-dealer(s), (ii)the number of shares involved, (iii) the price at which such the shares ofCommon Stock were sold, (iv)the commissions paid or discounts or concessionsallowed to such broker-dealer(s), where applicable, (v) that suchbroker-dealer(s) did not conduct any investigation to verify the informationset out or incorporated by reference in this prospectus, and (vi) other factsmaterial to the transaction.  Inaddition, upon the Company being notified in writing by a Selling Stockholderthat a donee or pledgee intends to sell more than 500 shares of Common Stock, asupplement to this prospectus will be filed if then required in accordance withapplicable securities law.

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

The Selling Stockholders and any broker-dealersor 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 bysuch broker-dealers or agents and any profit on the resale of the sharespurchased by them may be deemed to be underwriting commissions or discountsunder the Securities Act.  Discounts,concessions, commissions and similar selling expenses, if any, that can beattributed to the sale of Securities will be paid by the Selling Stockholderand/or the purchasers.  Each SellingStockholder has represented and warranted to the Company that it acquired thesecurities subject to this registration statement in the ordinary course ofsuch Selling Stockholder’s business and, at the time of its purchase of suchsecurities 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 Stockholderthat it may not use shares registered on this Registration Statement to covershort sales of Common Stock made prior to the date on which this RegistrationStatement shall have been declared effective by the Commission.  In addition, the Company has advised eachSelling Stockholder that the Commission currently takes the position thatcoverage of short sales “against the box” prior to the effective date of theregistration statement of which this prospectus is a part would be a violationof Section 5 of the Securities Act, as described in Item 65, Section A, of theManual 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 forany sale of the Common Stock, it will be subject to the prospectus deliveryrequirements of the Securities Act.  TheSelling Stockholders will be responsible to comply with the applicableprovisions of the Securities Act and Exchange Act, and the rules andregulations thereunder promulgated, including, without limitation, RegulationM, as applicable to such Selling Stockholders in connection with resales of theirrespective shares under this Registration Statement.

The Company is required to pay all fees and expensesincident to the registration of the shares, but the Company will not receiveany proceeds from the sale of the Common Stock. The Company has agreed to indemnify the Selling Stockholders againstcertain losses, claims, damages and liabilities, including liabilities underthe Securities Act.

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**ANNEX B**

**CRDENTIA CORP.**

**SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE**

The undersigned beneficialowner of common stock (the **“*Common Stock*”**),of Crdentia Corp. (the **“*Company*”**)understands that the Company has filed or intends to file with the Securitiesand Exchange Commission (the **“*Commission*”**)a Registration Statement for the registration and resale of the RegistrableSecurities, in accordance with the terms of the Registration Rights Agreement,dated as of April 13, 2007 (the **“*RegistrationRights Agreement*”**), among the Company and Dawson namedtherein.  A copy of the RegistrationRights Agreement is available from the Company upon request at the address setforth below.  All capitalized terms usedand not otherwise defined herein shall have the meanings ascribed thereto inthe Registration Rights Agreement.

The undersigned herebyprovides the following information to the Company and represents and warrantsthat such information is accurate:

**QUESTIONNAIRE**

**1.****                                     ****Name.**

(a)                                  Full Legal Nameof Selling Securityholder

 

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

 

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

 

**2.             Addressfor Notices to Selling Securityholder:**

** **

Telephone:  

Facsimile:

Contact Person: 

B-1

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**3.****                                     ****Beneficial Ownership of Registrable Securities:**

Type and Principal Amount of Registrable Securities beneficially owned:

 

**4.****                                     ****Broker-Dealer Status:**

(a)                                  Are you abroker-dealer?

Yes   o               No   o

***Note***:                   If yes, theCommission’s staff has indicated that you should be identified as anunderwriter in the Registration Statement.

(b)                                 Are you anaffiliate of a broker-dealer?

Yes   o               No   o

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

Yes   o               No   o

***Note***:                   If no, theCommission’s staff has indicated that you should be identified as anunderwriter in the Registration Statement.

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

*Except as set forth below in this Item 5, the undersigned isnot the beneficial or registered owner of any securities of the Company otherthan the Registrable Securities listed above in Item 3.*

Typeand Amount of Other Securities beneficially owned by the SellingSecurityholder:

 

B-2

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**6. ****                               ****Relationships with the Company:**

*Except as set forth below, neither the undersigned nor anyof its affiliates, officers, directors or principal equity holders (owners of5% of more of the equity securities of the undersigned) has held any positionor office or has had any other material relationship with the Company (or itspredecessors or affiliates) during the past three years.*

State any exceptions here:

 

The undersigned agrees topromptly notify the Company of any inaccuracies or changes in the informationprovided herein that may occur subsequent to the date hereof and prior to theEffective Date for the Registration Statement.

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

**IN WITNESS WHEREOF** theundersigned, by authority duly given, has caused this Notice and Questionnaireto 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 ANDQUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:**

Morrison &Foerster LLP

12531 HighBluff Drive, Suite 100

San Diego, CA92130

FacsimileNo.:  (858) 523-2843

Attention: Benjamin J. Sowards, Esq.

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