**Exhibit 2.2**

 

**FIRST AMENDMENT TO ASSET PURCHASEAGREEMENT**

 

This FirstAmendment to Asset Purchase Agreement (the “First Amendment”) is entered intothis 18th day of April, 2006 by and among Crdentia Corp., a Delawarecorporation (“Parent”), CRDE Corp., a Delaware corporation and wholly-ownedsubsidiary of Parent (“CRDE”), Staff Search Acquisition Corp., a Texascorporation and a wholly-owned subsidiary of CRDE (“Acquisition Co.”), StaffSearch, Ltd., a Texas limited partnership (the “Company”), SSL GP, LLC, a Texaslimited liability company (the “General Partner”) and sole general partner ofthe Company, and J.W. Iden, the sole member of the General Partner and the solelimited partner of the Company (the “Limited Partner”) (herein collectivelycalled the “Parties”).

 

WHEREAS, theParties have entered into that certain Asset Purchase Agreement dated April 10,2006 (the “Base Agreement”); and

 

WHEREAS, theParties desire to amend the Base Agreement in accordance with the terms of thisFirst Amendment.

 

NOW, THEREFORE,in consideration of the premises and the mutual covenants and promisescontained herein, and for other good and valuable consideration, the receiptand sufficiency of which is hereby acknowledged, the Parties hereto agree asfollows:

 

# 1.                                       The term “Purchased Assets” ascontemplated in Section 2.1 of the Base Agreement shall include cash in theamount of $300,000 (the “Purchased Cash”).

#  

# 2.                                       Section 2.3 of the BaseAgreement is hereby modified to delete therefrom Section 2.3(a) (theintroductory sentence) and Section 2.3(a)(i), which provisions shall bereplaced with the following:

#  

“(a)                            ClosingConsideration. At Closing, Parent will pay an amount equal to $2,476,208(the “Closing Consideration”), payable as follows:

 

(i)                                     NoteConsideration. At Closing, the Parent will issue to the Company or itsassigns a promissory note (the “Note”) in the original principal amount of$1,410,000, such Note to have such terms as set forth on Exhibit N attachedhereto; and”

 

# 3.                                       The Closing as contemplated inSection 2.7 of the Base Agreement shall occur on the date of this FirstAmendment. Section 2.7(c)(ii) is hereby amended to delete the reference to theCash Consideration and insert in lieu thereof a reference to the Note fullyexecuted by the Parent and its subsidiaries.

#  

# 4.                                       Section 3.29 of the BaseAgreement is hereby modified to provide that the Company shall pay the entirefee to the Advisor and the Parent shall have no obligation therefor.

#  

# 5.                                       The Company’s obligation toremit the Purchased Cash to the Acquisition Co. shall arise at such time as theholder of such Note shall realize any monetary value for such Note.

 

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# 6.                                       Except as modified or amendedherein, the terms and conditions of the Base Agreement shall remain in fullforce and effect.

#  

IN WITNESSWHEREOF, this Agreement has been duly executed and delivered by the Partieshereto, or their duly authorized officer, as of the date first above written.

 
|   | **CRDENTIA CORP.**,                 |
|--------|-------------------------------------|
|   | a Delaware corporation              |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/ James D. Durham |   |
|   | Name:                               | James D. Durham |
|   | Title:                              | Chief Executive Officer |
|   |                                |   |
|   | **CRDE CORP.**,                     |
|   | a Delaware corporation              |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/ James D. Durham |   |
|   | Name:                               | James D. Durham |
|   | Title:                              | Chief Executive Officer |
|   |                                |   |
|   |                                |   |
|   | **STAFF SEARCH ACQUISITION CORP.**, |
|   | a Texas corporation                 |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/ James D. Durham |   |
|   | Name:                               | James D. Durham |
|   | Title:                              | Chief Executive Officer |
|   |                                |   |
|   |                                |   |
|   | **STAFF SEARCH, LTD.**,             |
|   | a Texas limited partnership         |
|   |                                |   |
|   | By:                                 | SSL GP, LLC, |
|   |                                | a Texas limited liability company, |
|   |                                | its sole General Partner |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/ J.W. Iden |   |
|   | Name:                               | J.W. Iden |
|   | Title:                              | Chief Executive Officer |
|        |                                     |  |  |  |  |  |  |  |

 

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|   | **SSL GP, LLC**,                  |
|--------|-----------------------------------|
|   | a Texas limited liability company |
|   |                              |   |
|   |                              |   |
|   | By:                               | /s/ J.W. Iden |   |
|   | Name:                             | J.W. Iden |
|   | Title:                            | Chief Executive Officer |
|   |                              |   |
|   |                              |   |
|   | By:                               | /s/ J.W. Iden |   |
|   | J.W. Iden                         |
|        |                                   |  |  |  |  |

 

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