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,



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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.



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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:



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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:



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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.



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