Exhibit
10.2


REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 4, 2007, by
and among CRDENTIA
CORP., a Delaware corporation (the “Company”), and iVOW, Inc. (“iVOW”).


This Agreement is made pursuant to the Settlement
Agreement, dated as of the date hereof among the Company and iVOW (the “Settlement Agreement”).


The Company and iVOW hereby agree as follows:


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


“Advice”
has the meaning set forth in Section 6(d).


“Effective Date” means, as to a Registration Statement, the date on which such
Registration Statement is first declared effective by the Commission.


“Effectiveness Period” has the meaning set forth in Section 2(a).


“Exchange Act” means the Securities Exchange 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 or partial proceeding, such as a deposition),
whether commenced or threatened.


“Prospectus” means
the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration
Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.


“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 conversion price adjustment with
respect to any of the securities referenced in (i) above.



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“Registration Statement” means the initial registration statement required to
be filed in accordance with Section 2(a) and any additional registration
statement(s) required to be filed under Section 2(b), including (in each case)
the Prospectus, amendments and supplements to such registration statements or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference therein.


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


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


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


“Securities Act” means the Securities Act of 1933, as amended.


“Shares” means
the shares of Common Stock issued or issuable to iVOW pursuant to the
Settlement Agreement.


2.   Registration.


(a)           Within
30 days of the date of the final closing under the equity financing currently
being 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 of
Directors) but in any event no later than May 31, 2007, the Company shall
prepare and file with the Commission a Registration Statement covering the
resale of all Registrable Securities not already covered by an existing and
effective Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415, on Form S-1 (or on such other form appropriate for
such purpose).  Such Registration
Statement shall contain (except if otherwise required pursuant to written
comments received from the Commission upon a review of such Registration
Statement) the “Plan of Distribution” attached hereto as Annex A.  The Company shall use commercially reasonable
efforts to cause such Registration Statement to be declared effective under the
Securities Act as soon as possible and shall use its commercially reasonable
efforts to keep the Registration Statement continuously effective under the
Securities Act until the date which is the earlier of (i) five years after
its Effective Date, (ii) such time as all of the Registrable Securities covered
by such Registration Statement have been publicly sold by iVOW, or (iii) such
time as all of the Registrable Securities covered by such Registration Statement
may be sold by iVOW pursuant to Rule 144(k) as determined by the counsel to the
Company pursuant to a written opinion letter to such effect, addressed and
reasonably acceptable to the Company’s transfer agent and iVOW (the “Effectiveness Period”).


(b)           If for any reason the Commission does not permit
all of the Registrable Securities to be included in the Registration Statement
filed pursuant to Section 2(a), or for any 



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


(c)           iVOW
agrees to furnish to the Company a completed Questionnaire in the form attached
to this Agreement as Annex B (a “Selling
Holder Questionnaire”). 
The Company shall not be required to include the Registrable Securities
of iVOW in a Registration Statement if iVOW fails to furnish to the Company a
fully completed Selling Holder Questionnaire at least two Trading Days prior to
the filing of the applicable Registration Statement.  iVOW acknowledges that the Company may, in
its sole discretion, include shares of capital stock held by other selling
stockholders on any Registration Statement covering the resale of the
Registrable Securities.


3.   Registration
Procedures.


In connection with
the Company’s registration obligations hereunder, the Company shall:


(a)           (i)  Prepare
and file with the Commission such amendments, including post-effective
amendments, to each Registration Statement and the Prospectus used in
connection therewith as may be necessary to keep such Registration Statement
continuously effective as to the applicable Registrable Securities for its
Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities
Act all of the Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424; provided,
however, that on the Business Day following the Effectiveness Date,
the Company shall file with the Commission in accordance with Rule 424 the
final prospectus to be used in connection with sales pursuant to the
Registration Statement (a “Final Prospectus Filing”);
provided, further, however, that any
advance notification provisions set forth in this Agreement, including without
limitation Section 3(b), shall not apply to the extent that such provisions
would render impracticable the Final Prospectus Filing within the period
specified in this Section 3(a)(ii); (iii) respond as promptly as reasonably
possible to any comments received from the Commission with respect to each
Registration Statement or any amendment thereto and, as promptly as reasonably
possible provide iVOW true and complete copies of all correspondence from and
to the Commission relating to such Registration Statement that would not result
in the disclosure to iVOW of material and non-public information concerning the
Company; and (iv) comply in all material respects with the provisions of the
Securities Act and the Exchange Act with respect to the 



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Registration Statements, the delivery of the
Prospectus or Prospectuses and the disposition of all Registrable Securities
covered by each Registration Statement.


(b)           Notify
iVOW 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 a
Prospectus or any Prospectus supplement or post-effective amendment to a
Registration Statement is proposed to be filed; (B) when the Commission
notifies the Company whether there will be a “review” of such Registration
Statement and whenever the Commission comments in writing on such Registration
Statement (the Company shall provide true and complete copies thereof and all
written responses thereto to iVOW that pertain to iVOW as a Selling Stockholder
or to the Plan of Distribution, but not information which the Company believes
would constitute material and non-public information); and (C) with respect to
each Registration Statement or any post-effective amendment, when the same has
become effective; (ii) of any request by the Commission or any other Federal or
state governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information; (iii) of the issuance by
the Commission of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities 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 or exemption
from qualification of any of the Registrable Securities for sale in any jurisdiction,
or the initiation or threatening of any Proceeding for such purpose; and (v) of
the occurrence of any event or passage of time that makes the financial
statements included in a Registration Statement ineligible for inclusion
therein or any statement made in such Registration Statement or Prospectus or
any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.


(c)           Use
its commercially reasonable best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of (i) any order suspending the effectiveness of
a Registration Statement, or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment.


(d)           Cooperate
with iVOW to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to
the Registration Statements, which certificates shall be free, to the extent
permitted by the Settlement Agreement, of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered
in such names as iVOW may request.


(e)           Upon
the occurrence of any event contemplated by Section 3(b)(v), as promptly as
reasonably possible, prepare a supplement or amendment, including a post-effective
amendment, to the affected Registration Statements or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as thereafter
delivered, no Registration Statement nor any Prospectus will contain an untrue
statement of a material fact or omit to state a material fact required to be 



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stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.


4.   Registration
Expenses.   All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a
Registration Statement.


5.   Indemnification.


(a)           Indemnification
by the Company.   The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless iVOW, the officers, directors,
agents, investment advisors, partners, members and employees of each of them,
each Person who controls iVOW (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) and the officers, directors,
agents and employees of each such controlling Person, to the fullest extent
permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable costs of
preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”) (Losses shall not include
any diminution in value of the Registrable Securities), as incurred, arising
out of or relating to any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (1) such
untrue statements or omissions are based solely upon information regarding iVOW
furnished in writing to the Company by iVOW expressly for use therein, or to
the extent that such information relates to iVOW or iVOW’s proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by iVOW expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto
(it being understood that iVOW has approved Annex A hereto for this purpose) or
(2) in the case of an occurrence of an event of the type specified in Section
3(c)(ii)-(v), the use by iVOW of an outdated or defective Prospectus after the
Company has notified iVOW in writing that the Prospectus is outdated or
defective and prior to the receipt by iVOW of an Advice or an amended or
supplemented Prospectus, but only if and to the extent that following the
receipt of the Advice or the amended or supplemented Prospectus the
misstatement or omission giving rise to such Loss would have been corrected.  The Company shall notify iVOW promptly of the
institution, threat or assertion of any Proceeding of which the Company is
aware in connection with the transactions contemplated by this Agreement.


(b)           Indemnification
by iVOW.   iVOW shall, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each
Person who controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling Persons, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred,
arising solely out of or based solely upon: (x) iVOW’s failure to comply with
the prospectus delivery requirements of the Securities Act or (y) any untrue
statement of a material fact contained in any Registration Statement, any
Prospectus, or any form of prospectus, 



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or in any amendment or supplement thereto, or arising
solely out of or based solely upon any omission of a material fact required to
be stated therein or necessary to make the statements therein not misleading to
the extent, but only to the extent that, (1) such untrue statements or
omissions are based solely upon information regarding iVOW furnished in writing
to the Company by iVOW expressly for use therein, or to the extent that such
information relates to iVOW or iVOW’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by
iVOW expressly for use in the Registration Statement (it being understood that
iVOW has approved Annex A hereto for this purpose), such Prospectus or such
form of Prospectus or in any amendment or supplement thereto or (2) in the case
of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the
use by iVOW of an outdated or defective Prospectus after the Company has
notified iVOW in writing that the Prospectus is outdated or  defective and prior to the receipt by iVOW of
an Advice or an amended or supplemented Prospectus, but only if and to the
extent that following the receipt of the Advice or the amended or supplemented
Prospectus the misstatement or omission giving rise to such Loss would have
been corrected.  In no event shall the
liability of iVOW hereunder be greater in amount than the dollar amount of the
net proceeds received by iVOW upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


(c)           Conduct
of Indemnification Proceedings.   If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in
writing, and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and
the payment of all fees and expenses incurred in connection with defense
thereof; provided, that the failure of any Indemnified Party to give such
notice shall not relieve the Indemnifying Party of its obligations or
liabilities pursuant to this Agreement, except (and only) to the extent that it
shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such failure
shall have proximately and materially adversely prejudiced the Indemnifying
Party.


An Indemnified Party shall have the right to employ
separate counsel in any such Proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party or Parties unless: 
(1) the Indemnifying Party has agreed in writing to pay such fees and
expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to
such Indemnified Party in any such Proceeding; or (3) the named parties to any
such Proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party, and such Indemnified Party shall have been
advised by counsel that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and such counsel shall be at the expense of the
Indemnifying Party).  The Indemnifying
Party shall not be liable for any settlement of any such Proceeding effected
without its written consent, which consent shall not be unreasonably
withheld.  No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending Proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an 



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unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.


All fees and
expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend
such Proceeding in a manner not inconsistent with this Section) shall be paid
to the Indemnified Party, as incurred, within ten Trading Days of written
notice thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such Indemnified Party is
not entitled to indemnification hereunder).


(d)           Contribution.  If a claim for indemnification under Section
5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy
or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such Losses, in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations. 
The relative fault of such Indemnifying Party and Indemnified Party
shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission of a material fact, has been taken or made by,
or relates to information supplied by, such Indemnifying Party or Indemnified
Party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a
result of any Losses shall be deemed to include, subject to the limitations set
forth in Section 5(c), any reasonable attorneys’ or other reasonable fees or
expenses incurred by such party in connection with any Proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.


The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5(d) were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph.  Notwithstanding the
provisions of this Section 5(d), in no event shall iVOW be required to
contribute, in the aggregate, any amount in excess of the amount by which the
proceeds actually received by iVOW from the sale of the Registrable Securities
subject to the Proceeding exceeds the amount of any damages that iVOW has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


The indemnity and contribution agreements contained in
this Section are in addition to any liability that the Indemnifying Parties may
have to the Indemnified Parties.



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6.   Miscellaneous.


(a)           Compliance.   iVOW
covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.


(b)           Discontinued
Disposition.   iVOW agrees that, upon receipt of a notice from the
Company of the occurrence of any event of the kind described in Section 3(c),
iVOW will forthwith discontinue disposition of such Registrable Securities
under the Registration Statement until iVOW’s receipt of the copies of the
supplemented Prospectus and/or amended Registration 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 filings
that are incorporated or deemed to be incorporated by reference in such
Prospectus or Registration Statement. 
The Company may provide appropriate stop orders to enforce the
provisions of this paragraph.


(c)           Amendments
and Waivers.   The provisions of this Agreement, including the
provisions of this Section 6(f), may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and iVOW.


(d)           Notices.   Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be given in accordance with
the terms of the Settlement Agreement


(e)           Successors
and Assigns.   Other than in connection with a merger, consolidation,
sale of all or substantially all of the Company’s assets or other similar
change in control transaction, the Company may not assign this Agreement or any
rights or obligations hereunder without the prior written consent of iVOW.  iVOW may not assign its rights hereunder
without the prior written consent of the Company, provided that iVOW may assign
its rights hereunder upon notice to, but without the prior consent of, the
Company to a party that acquires all of the Registrable Securities held by
iVOW.


(f)            Execution
and Counterparts.   This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same
Agreement.  In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.


(g)           Governing
Law.   This Agreement is to be construed in accordance with and
governed by the internal laws of the State of Delaware without giving effect to
any choice of law rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of Delaware to the
rights and duties of the parties. In addition, each of the parties hereto (a)
irrevocably and unconditionally consents to submit itself to the jurisdiction
of the Court of Chancery of the State of Delaware in the event any dispute
arises out of this Agreement or the transactions contemplated by this
Agreement, (b) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such 



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court, (c) agrees that it will not bring any action
relating to this Agreement or the transactions contemplated by this Agreement
in any court other than the Court of Chancery of the State of Delaware, and
each of the parties irrevocably waives the right to trial by jury, (d) waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action on the Court of Chancery of the State of
Delaware, and (e) each of the parties irrevocably consents to service of
process by first class certified mail, return receipt requested, postage
prepaid, to the address at which such party is to receive notice.


(h)           Severability.   If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction.  It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


(i)            Headings.   The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning 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 date first 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 this Registration
Rights Agreement as of the date first written above.


	
  

  	
   

  	
  IVOW, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ John
  Lyon

  
	
   

  	
   

  	
  Name:

  	
   John Lyon

  
	
   

  	
   

  	
  Title:

  	
   Acting CEO

  
	
   

  	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  	
  c/o: iVOW, Inc.

  
	
   

  	
   

  	
  Street: 16870 West Bernardo Drive, Suite 400

  
	
   

  	
   

  	
  City/State/Zip: San Diego, CA 92127

  
	
   

  	
   

  	
  Attention:

  	
  Richard Gomberg, CFO

  
	
   

  	
   

  	
  Tel:

  	
  (858) 674-6920

  
	
   

  	
   

  	
  Fax:

  	
  (858) 674-6921

  
	
   

  	
   

  	
  Email:

  	
  rgomberg@ivow.com

  
					



 



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ANNEX A


PLAN
OF DISTRIBUTION


The Selling Stockholders and any of their pledgees,
donees, transferees, assignees and successors-in-interest may, from time to
time, 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 private
transactions.  These sales may be at
fixed or negotiated prices.  The Selling
Stockholders may use any one or more of the following methods when selling
shares:


·                  ordinary
brokerage transactions and transactions in which the broker-dealer solicits
Investors;


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


·                  purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;


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


·                  privately
negotiated transactions;


·                  to
cover short sales made after the date that this Registration Statement is
declared effective by the Commission;


·                  broker-dealers
may agree with the Selling Stockholders to sell a specified number of such
shares at a stipulated price per share;


·                  a
combination of any such methods of sale; and


·                  any
other method permitted pursuant to applicable law.


The Selling Stockholders may also sell shares under
Rule 144 under the Securities Act, if available, rather than under this
prospectus.


Broker-dealers engaged by the Selling Stockholders may
arrange for other brokers-dealers to participate in sales.  Broker-dealers may receive commissions or
discounts from the Selling Stockholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be
negotiated.  The Selling Stockholders do not
expect these commissions and discounts to exceed what is customary in the types
of transactions involved.


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


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



 A-1
 









disclosing (i) the name of each such Selling
Stockholder and of the participating broker-dealer(s), (ii) the number of
shares involved, (iii) the price at which such the shares of Common Stock were
sold, (iv)the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by reference
in this prospectus, and (vi) other facts material to the transaction.  In addition, upon the Company being notified
in writing by a Selling Stockholder that a donee or pledgee intends to sell
more than 500 shares of Common Stock, a supplement to this prospectus will be
filed if then required in accordance with applicable securities law.


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


The Selling Stockholders and any broker-dealers or
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 by
such broker-dealers or agents and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.  Discounts,
concessions, commissions and similar selling expenses, if any, that can be
attributed to the sale of Securities will be paid by the Selling Stockholder
and/or the purchasers.  Each Selling
Stockholder has represented and warranted to the Company that it acquired the
securities subject to this registration statement in the ordinary course of
such Selling Stockholder’s business and, at the time of its purchase of such
securities 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 Stockholder that
it may not use shares registered on this Registration Statement to cover short
sales of Common Stock made prior to the date on which this Registration
Statement shall have been declared effective by the Commission.  In addition, the Company has advised each
Selling Stockholder that the Commission currently takes the position that
coverage of short sales “against the box” prior to the effective date of the
registration statement of which this prospectus is a part would be a violation
of Section 5 of the Securities Act, as described in Item 65, Section A, of the
Manual 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 for any
sale of the Common Stock, it will be subject to the prospectus delivery
requirements of the Securities Act.  The
Selling Stockholders will be responsible to comply with the applicable
provisions of the Securities Act and Exchange Act, and the rules and
regulations thereunder promulgated, including, without limitation, Regulation
M, as applicable to such Selling Stockholders in connection with resales of their
respective shares under this Registration Statement.


The Company is required to pay all fees and expenses
incident to the registration of the shares, but the Company will not receive
any proceeds from the sale of the Common Stock. 
The Company has agreed to indemnify the Selling Stockholders against
certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.



 A-2















ANNEX B


CRDENTIA
CORP.


SELLING
SECURITYHOLDER NOTICE AND QUESTIONNAIRE


The undersigned beneficial owner of common stock (the “Common Stock”), of Crdentia
Corp. (the “Company”)
understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”)
a Registration Statement for the registration and resale of the Registrable
Securities, in accordance with the terms of the Registration Rights Agreement,
dated as of April 4, 2007 (the “Registration
Rights Agreement”), among the Company and iVOW named
therein.  A copy of the Registration
Rights Agreement is available from the Company upon request at the address set
forth below.  All capitalized terms used
and not otherwise defined herein shall have the meanings ascribed thereto in
the Registration Rights Agreement.


The undersigned hereby provides the following
information to the Company and represents and warrants that such information is
accurate:


QUESTIONNAIRE


	
  1.

  	
   

  	
  Name.

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
   

  	
  Full Legal Name of
  Selling Securityholder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
  Full Legal Name of
  Registered Holder (if not the same as (a) above) through which Registrable
  Securities Listed in Item 3 below are held:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
  Full Legal Name of
  Natural Control Person (which means a natural person who directly or
  indirectly alone or with others has power to vote or dispose of the
  securities covered by the questionnaire):

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  2.

  	
   

  	
  Address for Notices to Selling
  Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Contact Person:

  	
   

  	
   

  	
   

  	
   

  



 



 B-1
 









 


	
  3.

  	
   

  	
  Beneficial Ownership of Registrable
  Securities:

  
	
   

  	
   

  	
  Type and Principal
  Amount of Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Broker-Dealer
  Status:

  
	
   

  	
   

  	
  (a)

  	
   

  	
  Are you a broker-dealer?

  
	
   

  	
   

  	
   

  	
   

  	
  Yes   o          No   o

  
	
   

  	
   

  	
  Note:

  	
   

  	
  If yes, the
  Commission’s staff has indicated that you should be identified as an
  underwriter in the Registration Statement.

  
	
   

  	
   

  	
  (b)

  	
   

  	
  Are you an affiliate of
  a broker-dealer?

  
	
   

  	
   

  	
   

  	
   

  	
  Yes   o          No   o

  
	
   

  	
   

  	
  (c)

  	
   

  	
  If you are an affiliate
  of a broker-dealer, do you certify that you bought the Registrable Securities
  in the ordinary course of business, and at the time of the purchase of the
  Registrable Securities to be resold, you had no agreements or understandings,
  directly or indirectly, with any person to distribute the Registrable
  Securities?

  
	
   

  	
   

  	
   

  	
   

  	
  Yes   o          No   o

  
	
   

  	
   

  	
  Note:

  	
   

  	
  If no, the Commission’s
  staff has indicated that you should be identified as an underwriter in the
  Registration Statement.

  
	
  5.

  	
   

  	
  Beneficial
  Ownership of Other Securities of the Company Owned by the Selling
  Securityholder.

  
	
   

  	
   

  	
  Except
  as set forth below in this Item 5, the undersigned is not the beneficial or
  registered owner of any securities of the Company other than the Registrable
  Securities listed above in Item 3.

  
	
   

  	
   

  	
   

  	
   

  	
  Type and Amount of
  Other Securities beneficially owned by the Selling Securityholder:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 B-2
 









 


	
  6.

  	
   

  	
  Relationships with the Company:

  
	
   

  	
   

  	
  Except
  as set forth below, neither the undersigned nor any of its affiliates,
  officers, directors or principal equity holders (owners of 5% of more of the
  equity securities of the undersigned) has held any position or office or has
  had any other material relationship with the Company (or its predecessors or
  affiliates) during the past three years.

  
	
   

  	
   

  	
  State any exceptions
  here:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


The undersigned agrees to promptly notify the Company
of any inaccuracies or changes in the information provided herein that may
occur subsequent to the date hereof and prior to the Effective Date for the
Registration Statement.


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


IN WITNESS WHEREOF the undersigned, by authority duly
given, has caused this Notice and Questionnaire to 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 AND
QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


Morrison & Foerster LLP

12531 High Bluff Drive, Suite 100

San Diego, CA 92130

Facsimile No.:  (858) 523-2843

Attention:  Benjamin J. Sowards, Esq.



 B-3