Exhibit 10.8


 


AMENDED AND RESTATED


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made as of July     ,
2008 by Crdentia Corp., a Delaware corporation (the “Company”), for the
benefit of the Holders (as such term is hereinafter defined).  The Company hereby confirms that the rights
granted under this Agreement constitute a material inducement to the Holders to
enter into the Loan Agreement, make Loans thereunder, and/or acquire or hold
Warrant Shares (as such term is hereinafter defined).  Each Holder, by its participation or request
to participate in any Registration effected pursuant to this Agreement, shall
be deemed to have confirmed such Holder’s agreement to comply with the
applicable provisions of this Agreement.


 


NOW,
THEREFORE, the Company hereby agrees, in favor of the Holders, as follows:


 


1.             Definitions.  In addition to those terms defined elsewhere
in this Agreement, the following terms shall have the following meanings
wherever used in this Agreement:


 


“Act”
shall mean the Securities Act of 1933, as amended, and any successor statute
from time to time.


 


“Affiliate”
shall mean, with respect to any person, any other person controlling,
controlled by or under common control with the first person.


 


“Board” shall mean the
Board of Directors of the Company.


 


“Common Stock” shall
mean the authorized common stock of the Company.


 


“Company” shall mean
Crdentia Corp., and shall include (a) any successor thereto, and (b) any
entity which acquires control of Crdentia Corp. or any successor thereto.


 


“Costs and
Expenses” shall mean all of the costs and expenses relating to any subject
Registration Statement, including but not limited to registration, filing and
qualification fees, blue sky expenses, costs of listing any Shares on any
exchange or other trading media, and printing expenses, fees and disbursements
of counsel and accountants to the Company, and reasonable fees and
disbursements of a single counsel to the Holders; provided, however,
that underwriting discounts and commissions attributable solely to the
securities registered for the benefit of Holders, fees and disbursements of any
additional counsel to Holders, and all other expenses attributable solely to
Holders shall be borne by each subject Holder.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and any
successor statute from time to time.


 


“Holders”
shall mean, collectively, all Persons holding Registrable Shares from time to
time.


 

















 


“Loan
Agreement” shall mean the Amended and Restated Term Loan Agreement of even
date herewith by and between ComVest Capital, LLC and Crdentia Corp., as the
same may be amended, modified, supplemented and/or restated from time to time
in accordance with the provisions thereof.


 


“Loans”
shall mean the loans extended to the Company from time to time under and
pursuant to the Loan Agreement.


 


“Person”
shall mean any individual, corporation, partnership, limited partnership,
limited liability company, trust, or other entity of any kind ,and any government
or department or agency thereof.


 


“Registrable
Shares” shall mean all Shares, excluding any Shares which may then be sold
by the Holder thereof pursuant to Rule 144(k) promulgated under the
Act.


 


“Registration”
shall mean any registration of Common Stock pursuant to a registration
statement filed by the Company with the SEC in respect of any class of Common
Stock, other  than a registration statement in respect of employee
stock options or other employee benefit plans or in respect of any merger,
consolidation, acquisition or like combination, whether on Form S-4, Form S-8
or any equivalent form of registration then in effect.


 


“Registration
Period” shall mean, with respect to a Registration Statement, the period of
time from the effective date of such Registration Statement until such date as
is the earlier of (a) the date on which all of the Registrable Securities
covered by such Registration Statement shall have been sold to the public, or (b) the
date on which the Warrant Shares issued or issuable upon cashless exercise of
the Warrant in accordance with Section 1.3 of the Warrant (in the opinion
of counsel to the Company evidenced by a written opinion issued to the Holders
in form and substance reasonably acceptable to the Holders) may be immediately
sold without restriction (including, without limitation, as to volume
restrictions) by each Holder thereof without registration under the Act.


 


“Registration
Statement” shall mean any registration statement filed or to be filed by
the Company in respect of any Registration.


 


“SEC”
shall mean the United States Securities and Exchange Commission, or any
successor agency or agencies performing the functions thereof.


 


“Shares”
shall mean the Warrant Shares issued and/or issuable from time to time, and any
additional or other shares of common stock of the Company or other securities
issued in respect of any of the foregoing Shares by reason of any stock split,
stock dividend, merger, share exchange, recapitalization or other such event.


 


“Triggering
Event” shall mean (a) the first day, subsequent to the presently
planned deregistration of the Common Stock under the Exchange Act, on which any
equity securities of the Company are publicly traded or listed on any
securities exchange or automated quotation system (including the over the
counter “bulletin board” or pink sheets) or the Company becomes a reporting
company under the provisions of the Exchange Act, and/or (b) the 


 


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acquisition of
control of the Company by any publicly traded or listed company or any
reporting company as described in clause (a) of this definition.


 


“Warrant”
shall mean the warrant to purchase Shares, issued by the Company pursuant to
the Loan Agreement, including any warrant issued in replacement of the original
such warrant.


 


“Warrant
Shares” shall mean the Common Stock and/or other securities issued and/or
issuable from time to time upon exercise of the Warrant, and any additional or
other Shares issued in respect of any of the foregoing Shares by reason of any
stock split, stock dividend, merger, share exchange, recapitalization or other
such event.


 


2.             Shelf Registration.


 


(a)           The Company shall prepare and file with the
SEC, not later than sixty (60) days after the date of the first Triggering
Event occurring subsequent to the date of this Agreement, a Registration
Statement or Registration Statements (as necessary) on a form that is
appropriate under the Act (and, if available, pursuant to Rule 415
promulgated under the Act), covering the resale of all of the Registrable
Securities, in an amount sufficient to cover the resale of all Warrant Shares
and additional shares of Common Stock issuable pursuant to the anti-dilution
provisions of the Warrants; provided, that if the SEC refuses to declare
the Registration Statement filed pursuant to this Section 2(a) effective
as a valid secondary offering under Rule 415 due to the number of
Registrable Shares included in such Registration Statement relative to the
number of outstanding shares of Common Stock, then (i) the Company shall
be permitted to reduce the number of Registrable Shares included in such
Registration Statement to an amount that does not exceed the amount that the
SEC allows for the offering thereunder to qualify as a valid secondary offering
under Rule 415, and (ii) the Company shall file, as soon as
practicable thereafter and in accordance with the Act and the SEC’s rules and
regulations, a Registration Statement (or Registration Statement(s) if
required by the SEC) to register the Registrable Securities excluded from the
initial Registration Statement filed hereunder, provided that the terms of
Sections 2(b) through 2(i) below shall apply to such Registration
Statement or Registration Statements once the filing thereof is permitted.


 


(b)           The Company shall use all commercially
reasonable efforts to cause the Registration Statement(s) required by this
Section 2 to be declared effective under the Act as promptly as possible
after the filing thereof, but in any event not later than one hundred eighty
(180) days after the date of the first Triggering Event occurring subsequent to
the date of this Agreement (or, in the case of any additional Registration
Statement(s) contemplated by the proviso to Section 2(b) above,
as promptly as practicable after the required filing thereof).


 


(c)           If (i) any Registration Statement
required by this Section 2 is not declared effective within one hundred
eighty (180) days after the date of the first Triggering Event occurring
subsequent to the date of this Agreement (or, in the case of any additional
Registration Statement(s) contemplated by the proviso to Section 2(b) above,
as promptly as practicable after the required filing thereof), or (ii) any
Registration Statement required by this Section 2 shall cease to be
available for use by the Holders as selling stockholders (A) as provided
under Section 2(f) hereof where such unavailability continues for a
period in excess of five (5) days beyond the 


 


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allowed time
period, or (B) for any other reason including, without limitation, by
reason of a stop order, a material misstatement or omission in such
Registration Statement or the information contained in such Registration
Statement having become outdated and continues to be unavailable for a period
in excess of thirty (30) days (which need not be consecutive days) in any
twelve (12) month period, and no Holder is in material breach of its
obligations under this Agreement, then the Company shall pay to the Holders, ratably
in proportion to the number of Registrable Shares held by the respective
Holders, a cash fee equal to the product of $1,000 multiplied by the number of
calendar days during which any of the events described in clauses (i) or (ii) above
occurs and is continuing (the “Blackout Period”); provided, however,
that the aggregate such fees payable under this Section 2(c) shall
not exceed $700,000.  Each such payment
shall be due within five (5) days after the end of each 30-day period of
the Blackout Period until the termination of the Blackout Period and within
five (5) days after such termination. 
The Blackout Period shall terminate upon the effectiveness of the
Registration Statement in the case of clause (i) above and upon notice
from the Company that the Registration Statement is again available in the case
of clause (ii) above.


 


(d)           The Company shall use all commercially
reasonable efforts to keep each Registration Statement under this Section 2
effective at all times during the applicable Registration Period.


 


(e)           If the Holders (acting by a majority in
interest) determine that any offering pursuant to a Registration Statement
pursuant to this Section 2 shall involve an underwritten offering (which
may only be with the consent of the Company, which shall not be unreasonably
withheld or delayed), the Holders (acting by a majority in interest) shall have
the right to select an investment banker or bankers and manager or managers to
administer to the offering, which investment banker or bankers or manager or
managers shall be reasonably satisfactory to the Company.


 


(f)            If the Registrable Securities are
registered for resale under an effective Registration Statement, the Holders
shall cease any distribution of such Shares under such Registration Statement:


 


(i)            for a period of up to six (6) months
if (A) such distribution would require the public disclosure of material
non-public information concerning any transaction or negotiations involving the
Company or any of its Affiliates that, in the reasonable judgment of the
Company’s Board of Directors, would materially interfere with such transaction
or negotiations, or (B) such distribution would otherwise require
premature disclosure of information that, in the reasonable judgment of the
Company’s Board of Directors, would adversely affect or otherwise be
detrimental to the Company; provided that the Company shall not invoke
this clause (i) more than once in any twelve (12) month period or for more
than six (6) months in any such twelve (12) month period;


 


(ii)           not more than once in any twelve (12) month
period, for up to 30 days, upon the request of the Company if the Company
proposes to file a Registration Statement under the Act for the offering and
sale of securities for its own account in an underwritten offering and the
managing underwriter therefor shall advise the Company in writing that in its 


 


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opinion the
continued distribution of the Registrable Securities would adversely affect the
offering of the securities proposed to be registered for the account of the
Company; and


 


(iii)          for a period of up to
sixty (60) days after the filing of the Company’s annual report on Form 10-K
or Form 10-KSB or other event that requires the filing of a post-effective
amendment to any Registration Statement hereunder, so long as the Company has
filed and is during such period actively pursuing effectiveness of such
post-effective amendment with the staff of the SEC.


 


The Company
shall promptly notify the Holders in writing at such time as (x) such
transactions or negotiations have been otherwise publicly disclosed or
terminated, or (y) such non-public information has been publicly disclosed
or counsel to the Company has determined that such disclosure is not required
due to subsequent events.


 


(g)           The Company shall (i) permit the
Holders’ counsel to review (A) such Registration Statement, and all
amendments and supplements thereto, in each case to the extent of any
information with respect to the Holders, their and their Affiliates’ beneficial
ownership of securities of the Company, and their intended method of
disposition of Registrable Securities, and (B) all requests for
acceleration or effectiveness thereof and any correspondence between the
Company and the SEC relating to the Registration Statement (collectively, the “Registration
Documents”), for a reasonable period of time prior to their filing with the
SEC, (ii) not file (or send) any Registration Documents in a form to which
such counsel reasonably objects, and (iii) not request acceleration of
such Registration Statement without prior notice to such counsel.  The sections of such Registration Statement
covering information with respect to the Holders, their and their Affiliates’
beneficial ownership of securities of the Company, and their intended method of
disposition of Registrable Securities shall conform to the information provided
to the Company by the Holders.


 


(h)           The Registration Statement pursuant to this Section 2
shall not include any securities other than Registrable Shares.


 


(i)            The Company shall bear
all of the Costs and Expenses of the Registration pursuant to this Section 2.


 


3.             Piggyback
Registration.  In the event that the
Company shall propose a Registration at any time when a Registration Statement
covering all Registrable Shares is not effective pursuant to Section 2
above, then the Company shall give to each Holder written notice (the “Registration
Notice”) of such proposed Registration (which notice shall include a
statement of the proposed filing date thereof, the underwriters and/or managing
underwriters of the subject offering, and any other known material information
relating to the proposed Registration) not less than twenty (20) or more than
sixty (60) days prior to the filing of the subject Registration Statement, and
shall, subject to the limitations provided in this Section 3, include in
such Registration Statement all or a portion of the Registrable Shares owned by
and/or issuable to each Holder, as and to the extent that such Holder may request
same to be so included by means of written notice given to the Company within
ten (10) days after the Company’s giving of the Registration Notice.  Each Holder shall be permitted to withdraw
all or any part of its Registrable Shares from a Registration Statement by
written notice to the Company given at any time prior to 


 


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the effective date of the Registration Statement.  The Company shall bear all of the Costs and
Expenses of any Registration described in this Section 3; provided,
however, that each Holder shall pay, pro  rata based upon
the number of its Registrable Shares included therein, the underwriters’
discounts, commissions and compensation attributable solely to the inclusion of
such Registrable Shares in the overall public offering. Notwithstanding
anything to the contrary contained herein, the Company’s obligation to include
a Holder’s Registrable Shares in any such Registration Statement shall be
subject, at the option of the Company, to the following further conditions:


 


(a)           The distribution for the account of such
Holder shall be underwritten by the same underwriters (if any) who are
underwriting the distribution of the securities for the account of the Company
and/or any other persons whose securities are covered by such Registration
Statement, and shall be made at the same underwriter discount or commission
applicable to the distribution of the securities for the account of the Company
and/or any other persons whose securities are covered by such Registration
Statement; and such Holder shall enter into an agreement with such underwriters
containing customary indemnification and other provisions;


 


(b)           If at any time after giving the Registration
Notice, and prior to the effective date of the Registration Statement filed in
connection with such Registration Notice, the Company shall determine for any
reason not to proceed with the subject Registration, the Company may, at its
election, give written notice of such determination to the Holders and,
thereupon, shall be relieved of its obligation to register any of the Holders’
Registrable Shares in connection with such Registration;


 


(c)           In connection with an underwritten public
offering pursuant to a Registration Statement under this Section 3, if and
only if the managing underwriter(s) thereof shall advise the Company in
writing that, due to adverse market conditions or the potential adverse impact
on the offering to be made for the account of the Company, the securities to be
included in such Registration will not include all of the Registrable Shares
requested to be so included by the Holders, then the Company will promptly
furnish each such Holder with a copy of such written statement and may require,
by written notice to each such Holder accompanying such written statement, that
the distribution of all or a specified portion of such Registrable Shares be
excluded from such distribution (with any such “cutback” to be allocated among
the subject Holders (and, if applicable, any other holders of Common Stock to
be included in such Registration) in proportion to the relative number of
shares of Common Stock requested by such Persons to be included in such
Registration); and


 


(d)           The Company shall not be obligated to effect
any registration of Shares incidental to the registration of any of its
securities in connection with mergers, acquisitions, exchange offers, dividend
reinvestment plans or stock option or other employee benefit plans.


 


4.             Registration
Procedures.  In the case of each
Registration effected by the Company in which Registrable Shares are to be sold
for the account of any Holder, the Company, at its sole cost and expense
(exclusive of items excluded in the proviso to the definition of “Costs
and Expenses” above), will use its best efforts to:


 


6

















 


(a)           prepare and file with the SEC such
amendments and supplements to such Registration Statement and the prospectus
included therein as may be necessary to effect and maintain the effectiveness
of such Registration Statement, until the completion of the distribution of the
Registrable Shares included therein, as may be required by the applicable rules and
regulations of the SEC and the instructions applicable to the form of such
Registration Statement, and furnish to the Holders of the Registrable Shares
covered thereby copies of any such supplement or amendment not less than three
Business Days prior to the date first used and/or filed with the SEC; and
comply with the provisions of the Act with respect to the disposition of all
the Shares to be included in such Registration Statement;


 


(b)           provide (i) the Holders of the
Registrable Shares to be included in such Registration Statement, (ii) the
underwriters (which term, for purposes of this Agreement, shall include a
person deemed to be an underwriter within the meaning of Section 2(11) of
the Act, if any, thereof, (iii) the sales or placement agent, if any,
therefor, (iv) one counsel for such underwriters or agent, and (v) not
more than one counsel for all the Holders of such Registrable Shares, the
reasonable opportunity to review such Registration Statement, each prospectus
included therein or filed with the SEC, and each amendment or supplement
thereto, in each case to the extent of any disclosures regarding the Holders,
their and their Affiliates’ beneficial ownership of securities of the Company,
and their intended method of disposition of the Registrable Shares included in
such Registration Statement (or any amendment to any such information previously
included in such Registration Statement (including any amendment or supplement
thereto) or any prospectus included therein);


 


(c)           for a reasonable period prior to the filing
of such Registration Statement, and not more than once in any calendar quarter
throughout the period specified above, make available for inspection by the
Persons referred to in Section 4(b) above such financial and other
information and books and records of the Company, and cause the officers,
directors, employees, counsel and independent certified public accountants of
the Company to respond to such inquiries, as shall be reasonably necessary, in
the judgment of the respective counsel referred to in such Section 4(b),
to conduct a reasonable investigation within the meaning of the Act; provided,
however, that each such party shall be required to maintain in
confidence and not disclose to any other person or entity any information or
records reasonably designated by the Company in writing as being confidential,
until such time as and to the extent that (i) such information becomes a
matter of public record or generally available to the public (whether by virtue
of its inclusion in such Registration Statement or otherwise, other than by
reason of a breach hereof), (ii) such party shall be required to disclose
such information pursuant to the subpoena or order of any court or other
governmental agency or body having jurisdiction over the matter, or (iii) such
information is required to be set forth in such Registration Statement or the
prospectus included therein or in an amendment to such Registration Statement
or an amendment or supplement to such prospectus in order that such
Registration Statement, prospectus, amendment or supplement, as the case may
be, does not include an untrue statement of a material fact or omit to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; and further
provided, that the Company need not make such information available, nor
need it cause any officer, director or employee to respond to such inquiry,
unless each such Holder of Registrable Shares to be included in a Registration
Statement hereunder, upon the Company’s request, executes and delivers to the
Company a specific undertaking to substantially the same effect contained in
the preceding proviso;


 


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(d)           promptly notify in writing the Holders of
Registrable Shares to be included in a Registration Statement hereunder, the
sales or placement agent, if any, therefor and the managing underwriter of the
securities being sold, (i) when such Registration Statement or the
prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such registration
statement or any post-effective amendment, when the same has become effective, (ii) of
any comments by the SEC and by the blue sky or securities commission or
regulator of any state with respect thereto or any request by the SEC for
amendments or supplements to such Registration Statement or the prospectus or
for additional information, (iii) of the issuance by the SEC of any stop
order suspending the effectiveness of such registration statement 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
of any Shares for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose, or (v) if it shall be the case, at any
time when a prospectus is required to be delivered under the Act, that such
Registration Statement, prospectus, or any document incorporated by reference
in any of the foregoing contains an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then
existing;


 


(e)           obtain the withdrawal of any order
suspending the effectiveness of such Registration Statement or any
post-effective amendment thereto at the earliest practicable date;


 


(f)            if requested by any managing underwriter or
underwriter, any placement or sales agent or any Holder of Registrable Shares
to be included in a Registration Statement, promptly incorporate in a
prospectus, prospectus supplement or post-effective amendment such information
as is required by the applicable rules and regulations of the SEC and as
such managing underwriter or underwriters, such agent or such Holder may
reasonably specify should be included therein relating to the terms of the sale
of the Registrable Shares included thereunder, including, without limitation,
information with respect to the number of Registrable Shares being sold by such
Holder or agent or to such underwriters, the name and description of such
Holder, the offering price of such Registrable Shares and any discount,
commission or other compensation payable in respect thereof, the purchase price
being paid therefor by such underwriters and with respect to any other terms of
the offering of the Registrable Shares to be sold in such offering; and make
all required filings of such prospectus, prospectus supplement or
post-effective amendment promptly after notification of the matters to be
incorporated in such prospectus, prospectus supplement or post-effective
amendment;


 


(g)           furnish to each Holder of Registrable Shares
to be included in such Registration Statement hereunder, each placement or
sales agent, if any, therefor, each underwriter, if any, thereof and the
counsel referred to in Section 4(b) an executed copy of such
Registration Statement, each such amendment and supplement thereto (in each
case excluding all exhibits and documents incorporated by reference) and such
number of copies of the Registration Statement (excluding exhibits thereto and
documents incorporated by reference therein unless specifically so requested by
such Holder, agent or underwriter, as the case may be) and the prospectus
included in such Registration Statement (including each preliminary prospectus
and any summary prospectus), in conformity with the requirements of the Act, as
such Holder, agent, if any, and underwriter, if any, may reasonably request in
order to facilitate the disposition of the Shares owned by such Holder, sold by
such agent or underwritten by such underwriter and to 


 


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permit such
Holder, agent and underwriter to satisfy the prospectus delivery requirements
of the Act; and the Company hereby consents to the use of such prospectus and
any amendment or supplement thereto by each such Holder and by any such agent
and underwriter, in each case in the form most recently provided to such person
by the Company, in connection with the offering and sale of the Shares covered
by the prospectus (including such preliminary and summary prospectus) or any
supplement or amendment thereto;


 


(h)           timely (i) register or qualify (to the
extent legally required) the Shares to be included in such registration
statement under such other securities laws or blue sky laws of such
jurisdictions to be designated by the Holders of a majority of such Shares
participating in such registration and each placement or sales agent, if any,
therefor and underwriter, if any, thereof, as any Holder and each underwriter,
if any, of the securities being sold shall reasonably request, (ii) keep
such registrations or qualifications in effect and comply with such laws so as
to permit the continuance of offers, sales and dealings therein in such
jurisdictions for so long as may be necessary to enable such Holder, agent or
underwriter to complete its distribution of the Registrable Shares pursuant to
such Registration Statement, and (iii) take any and all such actions as
may be reasonably necessary or advisable to enable such Holder, agent, if any,
and underwriter to consummate the disposition in such jurisdictions of such
Shares; provided, however, that the Company shall not be required
for any such purpose to (A) qualify generally to do business as a foreign
corporation or a broker-dealer in any jurisdiction wherein it would not
otherwise be required to qualify but for the requirements of this Section 4(h),
(B) subject itself to taxation in any such jurisdiction, or (C) consent
to general service of process in any such jurisdiction;


 


(i)            cooperate with the Holders of the
Registrable Shares to be included in a Registration Statement hereunder and the
managing underwriter(s) to facilitate the timely preparation and delivery
of certificates representing Registrable Shares to be sold, which certificates
shall be printed, lithographed or engraved, or produced by any combination of
such methods, in customary form to permit the transfer thereof through the
Company’s transfer agent; and enable such Registrable Shares to be in such
denominations and registered in such names as the managing underwriter(s) may
request at least two (2) business days prior to any sale of the
Registrable Shares;


 


(j)            provide a CUSIP number for all Shares, not
later than the effective date of the Registration Statement;


 


(k)           in the event that Registrable Securities
included in any Registration Statement are to be sold to or through any
underwriter or placement or sales agent, (i) make such representations and
warranties to the Holders of such Registrable Shares and the placement or sales
agent, if any, therefor and the underwriters, if any, thereof in form,
substance and scope as are customarily made in connection with any offering of
equity securities pursuant to any appropriate agreement and/or in a
registration statement filed on the form applicable to such Registration
Statement; (ii) if so requested by any such underwriter or placement or
sales agent, obtain an opinion of counsel to the Company in customary form and
covering such matters, of the type customarily covered by such an opinion, as
the managing underwriters, if any, and/or the placement or sales agent may
reasonably request, addressed to such Holders and the placement or sales agent,
if any, therefor and the underwriters, if any, thereof and dated the 


 


9

















 


effective date
of such Registration Statement (and if such Registration Statement contemplates
an underwritten offering of a part or of all of the Shares included in such
Registration Statement, dated the date of the closing under the underwriting
agreement relating thereto; (iii) if so requested by any such underwriter
or placement or sales agent, obtain a “cold comfort” letter or letters from the
independent certified public accountants of the Company addressed to the
Holders and the placement or sales agent, if any, therefor and the
underwriters, if any, thereof, dated (A) the effective date of such
Registration Statement, and (B) the effective date of the most recent (or,
if so stated in the request therefor, the next) prospectus supplement to the
prospectus included in such Registration Statement or post-effective amendment
to such Registration Statement which includes unaudited or audited financial
statements as of a date or for a period subsequent to that of the latest such
statements included in such prospectus (and, if such Registration Statement
contemplates an underwritten offering pursuant to any prospectus supplement to
the prospectus included in such Registration Statement or post-effective
amendment to such Registration Statement which includes unaudited or audited
financial statements as of a date or for a period subsequent to that of the
latest such statements included in such prospectus, dated the date of the
closing under the underwriting agreement relating thereto), such letter or
letters to be in customary form and covering such matters of the type
customarily covered by letters of such type; (iv) deliver such documents
and certificates, including officers’ certificates, as may be customary and
reasonably requested by Holders of at least a majority of the Registrable
Shares being sold and the placement or sales agent, if any, therefor and the
managing underwriters, if any, thereof to evidence the accuracy of the representations
and warranties made pursuant to clause (i) above and the compliance with
or satisfaction of any agreements or conditions contained in the underwriting
agreement or other agreement entered into by the Company; and (v) undertake
such obligations relating to expense reimbursement, indemnification and
contribution as are provided in Sections 2, 3 and 5 hereof;


 


(l)            notify in writing each Holder of
Registrable Shares of any proposal by the Company to amend or waive any
provision of this Agreement and of any amendment or waiver effected pursuant
thereto, each of which notices shall contain the text of the amendment or
waiver proposed or effected, as the case may be;


 


(m)          engage to act on behalf of the Company, with
respect to the Registrable Shares to be so registered, a registrar and transfer
agent having such duties and responsibilities (including, without limitation,
registration of transfers and maintenance of stock registers) as are
customarily discharged by such an agent, and to enter into such agreements and
to offer such indemnities as are customary in respect thereof; and


 


(n)           otherwise comply with all applicable rules and
regulations of the SEC, and make available to the Holders, as soon as
practicable, but in any event not later than 18 months after the effective date
of such Registration Statement, an earnings statement covering a period of at
least twelve months which shall satisfy the provisions of Section 6(a) of
the Act (including pursuant to Rule 158 thereunder).


 


5.             Indemnification by the Company.


 


(a)           The Company shall indemnify each Holder and
its Affiliates from and against any claim, loss, cost, charge or liability of
any kind, including amounts paid in settlement


 


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and reasonable
attorneys’ fees, which may be incurred by the Holder or Affiliate as a result
of any breach of any representation or warranty or covenant of the Company
contained in this Agreement or in any certificate delivered on the closing date
of any public offering of Shares.


 


(b)           The Company shall indemnify and hold
harmless each Holder and its Affiliates, any underwriter (as defined in the
Act) for any Holder, each officer and director of a Holder, legal counsel and
accountants for a Holder, and each person, if any, who controls a Holder or
such underwriter within the meaning of the Act, against any losses, expenses,
claims, damages or liabilities, joint or several, to which such Holder or any
such Affiliate, underwriter, officer, director or controlling person becomes
subject, under the Act or any rule or regulation thereunder or otherwise,
insofar as such losses, expenses, claims, damages or liabilities (or actions in
respect thereof) (i) are caused by any untrue statement or alleged untrue
statement of any material fact contained in any preliminary prospectus (if used
prior to the effective date of the Registration Statement), or contained, on
the effective date thereof, in any Registration Statement in which Registrable
Shares were included, the prospectus contained therein, any amendment or
supplement thereto, or any other document related to such Registration
Statement, or (ii) arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (iii) arise
out of any violation by the Company of the Act or any rule or regulation
thereunder applicable to the Company and relating to actions or omissions
otherwise required of the Company in connection with such registration.  The Company shall reimburse each Holder and
any such Affiliate, underwriter, officer, director or controlling person for
any legal or other expenses reasonably incurred by such Holder, or any such
officer, director, underwriter or controlling person in connection with
investigating,  defending or settling any
such loss, claim, damage, liability or action; provided, however,
that the Company shall not be liable to any such persons in any such case to
the extent that any such loss, claim, damage, liability or action arises out of
or is based upon any untrue statement or alleged untrue statement or omission
or alleged omission made in reliance upon and in conformity with information
furnished to the Company in writing by such Person expressly for inclusion in
any of the foregoing documents.  This
indemnity shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Company, which consent shall not be unreasonably withheld or
delayed.


 


6.             Further
Obligations of Holders.  The
obligations of the Company with respect to any particular Holder are subject to
such Holder’s agreement to the following (which such Holder shall specifically
confirm in writing to the Company upon the Company’s request in connection with
any Registration Statement):


 


(a)           Such Holder shall furnish in writing to the
Company all information concerning such Holder and its and its Affiliates’
holdings of securities of the Company and its Affiliates, and the intended
method of disposition of the Registrable Securities included in such
Registration Statement, as shall be reasonably required in connection with the
preparation and filing of any Registration Statement covering any of such
Holder’s Registrable Shares.


 


(b)           Such Holder shall indemnify and hold
harmless the Company, each of its directors, each of its officers who has
signed a Registration Statement, each person (if any) who controls the Company
within the meaning of the Act, and any underwriter (as defined in the Act) 


 


11

















 


for the
Company, against any losses, claims, damages or liabilities to which the
Company or any such director, officer, controlling person or underwriter may
become subject under the Act or any rule or regulation thereunder or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) (i) are caused by any untrue statement or alleged
untrue statement of any material fact contained in any preliminary prospectus
(if used prior to the effective date of the Registration Statement), or
contained, on the effective date thereof, in any Registration Statement in
which such Holder’s Registrable Shares were included, the prospectus contained
therein, any amendment or supplement thereto, or any other document related to
such Registration Statement, or (ii) arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with information furnished to the Company by such Holder
in writing expressly for inclusion in any of the foregoing documents.  In no event shall any Holder be required to
pay indemnification hereunder (or contribution under Section 7(d) below)
in an aggregate amount in excess of the net proceeds received by such Holder in
the subject offering.  This indemnity
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
subject Holder, which consent shall not be unreasonably withheld or delayed.


 


7.             Additional Provisions.


 


(a)           Each Holder and each other Person
indemnified pursuant to Section 5 above shall, in the event that it
receives notice of the commencement of any action against it which is based
upon an alleged act or omission which, if proven, would result in the Company’s
having to indemnify it pursuant to Section 5 above, promptly notify the
Company, in writing, of the commencement of such action and permit the Company,
if the Company so notifies such Holder within twenty (20) days after receipt by
the Company of notice of the commencement of the action, to participate in and
to assume the defense of such action with counsel reasonably satisfactory to
such Holder; provided, however, that such Holder or other
indemnified person shall be entitled to retain its own counsel at its own
expense (except that the indemnifying party shall bear the expense of such
separate counsel if representation of both parties by the same counsel would be
inappropriate due to actual or potential conflicts of interest).  The failure to notify the Company promptly of
the commencement of any such action shall not relieve the Company of any
liability to indemnify such Holder or such other indemnified person, as the
case may be, under Section 5 above, except to the extent that the Company
shall be actually prejudiced or shall suffer any loss by reason of such failure
to give notice, and shall not relieve the Company of any other liabilities
which it may have under this or any other agreement.


 


(b)           The Company and each other Person
indemnified pursuant to Section 6 above shall, in the event that it
receives notice of the commencement of any action against it which is based
upon an alleged act or omission which, if proven, would result in any Holder
having to indemnify it pursuant to Section 6 above, promptly notify such
Holder, in writing, of the commencement of such action and permit such Holder,
if such Holder so notifies the Company within twenty (20) days after receipt by
such Holder of notice of the commencement of the action, to participate in and
to assume the defense of such action with counsel reasonably satisfactory to
the Company; provided, however, that the Company or other
indemnified person 


 


12

















 


shall be
entitled to retain its own counsel at the Company’s expense.  The failure to notify any Holder promptly of
the commencement of any such action shall not relieve such Holder of liability
to indemnify the Company or such other indemnified person, as the case may be,
under Section 6 above, except to the extent that the subject Holder shall
be actually prejudiced or shall suffer any loss by reason of such failure to
give notice, and shall not relieve such Holder of any other liabilities which
it may have under this or any other agreement.


 


(c)           No indemnifying party, in the defense of any
such claim or litigation, shall, except with the consent of each indemnified
person who is party to such claim or litigation, consent to entry of any
judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified person
of a release from all liability in respect to such claim or litigation.  Each such indemnified person shall furnish
such information regarding itself or the claim in question as an indemnifying
party may reasonably request in writing and as shall be reasonably required in
connection with defense of such claim and litigation resulting therefrom.


 


(d)           If the indemnification provided for in Section 5
and 6 is unavailable or insufficient to hold harmless an indemnified party,
then, subject to the limits set forth in Section 6(b) above, each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the expenses, claims, losses, damages or
liabilities (or actions or proceedings in respect thereof) referred to in Section 5
and 6, in such proportion as is appropriate to reflect the relative fault of
the Company on the one hand and the sellers of Shares on the other hand in
connection with statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) or
expenses, as well as any other relevant equitable considerations.  The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the sellers of
Shares and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.  The Company and the Holders agree that it
would not be just and equitable if contributions pursuant to this Section 7(d) were
to be determined by pro rata allocation (even if all sellers of Shares were
treated as one entity for such purpose) or by another method of allocation
which does not take account of the equitable considerations referred to in the
first sentence of this Section.  The
amount paid by an indemnified person as a result of the expenses, claims,
losses, damages or liabilities (or actions or proceedings in respect thereof)
referred to in the first sentence of this Section 7(d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified person in connection with investigating or defending any claim,
action or proceeding which is the subject of this Section 7(d).  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The
obligations of sellers of Shares to contribute pursuant to this Section 7(d) shall
be several in proportion to the respective amounts of Shares sold by them
pursuant to a Registration Statement.


 


8.             Rule 144
Information.  For so long as the
Company shall remain a reporting company under the Exchange Act, the Company
will at all times keep publicly available adequate current public information
with respect to the Company of the type and in the manner specified in Rule 144(c) promulgated
under the Act.


 


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9.             Limitations
on Subsequent Registration Rights.  Since February 22, 2008, the
Company has not, and hereafter the Company shall not, without the prior written
consent of the Holders of a majority of the Registrable Shares then outstanding
and/or issuable, enter into any agreement with any holder or prospective holder
of any securities of the Company which would require the Company to include
such securities in any Registration filed under Section 2 above.


 


10.           Notices.  All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing
and shall be given by personal delivery, by telecopier (with confirmation of
receipt), by recognized overnight courier service (with all charges prepaid or
billed to the account of the sender), or by certified or registered mail,
return receipt requested, and with postage prepaid, addressed (a) if to
the Company, at its office at 5001 LBJ Parkway, Suite 850, Dallas, Texas
75244, Attention: Chief Financial Officer, Telecopier: (972) 392-2722, or such
other address or telecopier number as shall have been specified by the Company
to the Holders by written notice, or (b) if to any Holder, at his, her or
its address or telecopier number as same appears on the records of the
Company.  All notices shall be deemed to
have been given either at the time of the delivery or telecopy (with
confirmation of receipt) thereof, or, if sent by overnight courier, on the next
business day following delivery thereof to the overnight courier service, or,
if mailed, at the completion of the third business day following the time of
such mailing.


 


11.           Waiver
and Amendment.  No waiver, amendment
or modification of this Agreement or of any provision hereof shall be valid
unless evidenced by a writing duly executed by the Company and Holders holding,
in the aggregate, a majority of the Registrable Shares then outstanding and/or
issuable.  No waiver of any default
hereunder shall be deemed a waiver of any other, prior or subsequent default
hereunder.


 


12.           Governing
Law.  This Agreement shall
(irrespective of the place where it is executed and delivered) be governed,
construed and controlled by and under the substantive laws of the State of New
York, without regard to conflicts of law principles (other than Sections 5-1401
and 5-1402 of the New York General Obligations Law).


 


13.           Binding
Effect.  This Agreement shall binding
upon and shall inure to benefit of the Company and the Holders and their
respective successors in interest from time to time.


 


14.           Captions.  The captions and Section headings used
in this Agreement are for convenience only, and shall not affect the
construction or interpretation of this Agreement or any of the provisions
hereof.


 


15.           Gender.  All pronouns used in this Agreement in the
masculine, feminine or neuter gender shall, as the context may allow, also
refer to each other gender.


 


16.           Entire
Agreement.  This Agreement
constitutes the sole and entire agreement and understanding between the parties
hereto as to the subject matter hereof, and supersedes all prior discussions,
agreements and understandings of every kind and nature between them as to such
subject matter.


 


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17.           Reliance
and Benefit.  This Agreement is
intended to benefit, and may be relied upon by, all Holders from time to time,
as if such Holders were expressly named herein, party hereto and signatory
hereon.


 


18.           Effect
on Prior Agreement.  This Agreement
amends, modifies and supersedes in its entirety the Registration Rights
Agreement executed and delivered by the Company dated February 22, 2008.


 


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15

















 


IN WITNESS
WHEREOF, the Company has executed this Agreement as of
the date first set forth above.


 


	
   

  	
  CRDENTIA
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Kaiser

  
	
   

  	
   Name:

  	
  John B. Kaiser

  
	
   

  	
   Title:

  	
  Chief Executive Officer

  
				



 


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