Exhibit 10.2


 


WAIVER OF REGISTRATION RIGHTS


 


Crdentia Corp.


 


This Waiver (this “Waiver”), effective as of November
30, 2007, is made by and among Crdentia Corp., a Delaware corporation (the “Company”), and the several holders
signatory hereto (each, a “Holder” and
collectively, the “Holders”), with reference to
the following facts:


 


WHEREAS,
the Company and the Holders are parties to that certain Registration Rights
Agreement dated as of October 26, 2007 (the “Agreement”);
and


 


WHEREAS,
pursuant to Section 6(d) of the Agreement, and in order to increase the
likelihood that the Securities and Exchange Commission will permit the
registration of the remaining Registrable Securities under a resale
registration statement pursuant to Rule 415 under the Securities Act of 1933,
as amended (the “Securities Act”), the parties
desire to waive certain provisions of the Agreement with respect to the Shares
held by them (an aggregate of 11,633,334 shares of Common Stock) and any shares
that may become issuable in connection with any stock split, dividend or other
distribution, recapitalization or similar event (collectively, the “Waived Registrable Securities”).


 


NOW,
THEREFORE, the parties agree as follows:


 


1.             Waiver.


 


(a)           The Company is hereby relieved from
its obligations under Sections 2 and 3 of the Agreement with respect to the
Waived Registrable Securities, and shall have no obligation under the Agreement
to register the Waived Registrable Securities for resale under the Securities
Act; and


 


(b)           No damages shall be payable by the
Company pursuant to Section 2(c) of the Agreement or otherwise, and the Company
shall not be considered to be in breach of the Agreement, in connection with
its failure to register the Waived Registrable Securities under the Securities
Act.


 


2.             Future Registration.  If the Company receives at any time a written
request from the Holders that the Company file a Registration Statement under
the Securities Act covering the registration of the Waived Registrable
Securities, then the Company will promptly, and in no event later than thirty
(30) days of the receipt thereof, prepare and file with the Commission a
Registration Statement covering the resale of such Waived Registrable
Securities not already covered by an existing and effective Registration
Statement or eligible for resale pursuant to Rule 144 under the Securities
Act.  The Company shall use its
reasonable best efforts to cause such Registration Statement to be declared
effective under the Securities Act as soon as possible.  In the event that the amount of securities
which may be included in the Registration Statement filed pursuant to this
Section 2 is limited due to Commission Comments, any cut back of securities
shall be applied pro rata in proportion to the number of shares initially sought
to be included by each Holder.


 


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3.             Effective of Waiver.  Except as provided above under Sections 1 and
2, the Agreement shall remain unchanged and continue in full force and effect
in accordance with its terms.


 


4.             Execution and Counterparts.  This Waiver may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. 
In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


5.             Definitions.  Capitalized terms used and not otherwise
defined herein shall have the respective meanings set forth in the Agreement.


 


6.             Governing Law.  All questions concerning the construction,
validity, enforcement and interpretation of this Waiver shall be determined in
accordance with the provisions of the Agreement.


 


7.             Successors and Assigns. This Waiver shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties.


 


8.             Headings.  The headings in this Waiver are for
convenience only, do not constitute a part of this Waiver, and shall not be
deemed to limit or affect any of the provisions hereof.


 


 


 


[Remainder of Page Intentionally Left Blank]


 


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IN
WITNESS WHEREOF, the parties have executed this Waiver as of
the day and year first written above.


 


 


 


	
   

  	
  CRDENTIA CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kaiser

  
	
   

  	
  Name:

  	
  John Kaiser

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 


 


 


 


 


[Signature Page To Waiver]


 


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IN
WITNESS WHEREOF, the parties have executed this Waiver as of
the day and year first above written.


 


 


Name of Holder:  MedCap Partners L.P.


 


	
  Signature of Authorized
  Signatory of Holder:

  	
  /s/ C. Fred Toney

  
	
   

  	
   

  
	
  Name of Authorized
  Signatory:

  	
  C. Fred Toney

  
	
   

  	
   

  
	
  Title of Authorized
  Signatory:

  	
  Managing Member of the
  General Partner

  



 


 


 


 


 


[Signature Page To Waiver]


 


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IN
WITNESS WHEREOF, the parties have executed this Waiver as of
the day and year first above written.


 


 


Name of Holder:  MedCap Offshore Partners L.P.


 


	
  Signature of Authorized
  Signatory of Holder:

  	
  /s/ C. Fred Toney

  
	
   

  	
   

  
	
  Name of Authorized
  Signatory:

  	
  C. Fred Toney

  
	
   

  	
   

  
	
  Title of Authorized
  Signatory:

  	
  Managing Member of the
  General Partner

  



 


 


 


 


 


[Signature Page To Waiver]


 


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IN
WITNESS WHEREOF, the parties have executed this Waiver as of
the day and year first above written.


 


 


Name of Holder:  FatBoy Capital, L.P.


 


	
  Signature of Authorized
  Signatory of Holder:

  	
  /s/ David A. Jenkins

  
	
   

  	
   

  
	
  Name of Authorized
  Signatory:

  	
  David A. Jenkins

  
	
   

  	
   

  
	
  Title of Authorized
  Signatory:

  	
  Managing Member of General
  Partner

  



 


 


 


 


 


[Signature Page To Waiver]


 


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