Exhibit 10.1


AMENDMENT TO REGISTRATION RIGHTS AGREEMENT


Crdentia
Corp.


This Amendment to Registration Rights Agreement (this “Amendment”), 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”);


WHEREAS, the Holders hold a majority in interest of the
currently outstanding Registrable Securities;


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 on a
resale registration statement pursuant to Rule 415 under the Securities Act of
1933, as amended, the parties desire to amend the Agreement to eliminate the
requirement that the Company file a Registration Statement covering the Warrant
Shares;  and


WHEREAS, the parties desire to clarify the definition of
Closing Date in the Agreement.


NOW, THEREFORE, the parties agree as follows:


1.                                       Amendment of
Section 1 Definitions.


(a)           The following definition is hereby added to Section 1 of
the Agreement:


“Closing Date”
means the date of the final Closing under the Purchase Agreement, or November
12, 2007.


(b)           The definition of Registrable Securities is hereby
replaced in its entirety by the following:


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


2.             Amendment of Section 2.  The following sentence is hereby deleted in
its entirety from Section 2(a):


“The initial Registration Statement shall cover all of
the Shares and Warrant Shares.”


3.             Execution and Counterparts.  This Amendment 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 


 


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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.


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


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


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


7.             Headings. 
The headings in this Amendment are for convenience only, do not constitute
a part of this Amendment, 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 Amendment 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 Amendment to Registration Rights
Agreement]


 


 

















IN
WITNESS WHEREOF,
the parties have executed this Amendment 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 Amendment to Registration Rights Agreement]


 


 

















IN
WITNESS WHEREOF,
the parties have executed this Amendment 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 Amendment to Registration Rights Agreement]


 


 

















IN
WITNESS WHEREOF,
the parties have executed this Amendment 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 Amendment to Registration Rights Agreement]