Exhibit
10.1


SETTLEMENT
AGREEMENT


This Settlement
Agreement (the “Settlement Agreement”) is entered into as of this 13th day of
April 2007 (the “Effective Date”), by and between Crdentia Corp., a Delaware
corporation (“Crdentia”) and Dawson James Securities, Inc. (“Dawson”) (Crdentia
and Dawson collectively referred to herein as the “Parties”).


WHEREAS,
Crdentia and Dawson entered into a selling agreement (the “Selling Agreement”)
on October 5, 2005, pursuant to which Dawson agreed to raise capital for Crdentia
by selling Crdentia’s offering of common stock; and


WHEREAS,
Dawson agreed to sell for Crdentia a certain quantity of units of stock as
reflected in the Selling Agreement, and the parties agreed that Dawson would be
paid a certain commission in exchange for its services as reflected in the
Selling Agreement; and


WHEREAS,
a dispute arose between the Parties involving the Selling Agreement; and


WHEREAS,
Dawson has filed suit in an action styled, Dawson James Securities,
Inc., a Florida corporation, vs. Crdentia Corp, a Delaware corporation,
Case No: 50-2006CA-001708-XXXX-MB AH, in the Circuit Court of the 15th Judicial Circuit, in and for Palm Beach
County, Florida, concerning the issues raised by the existence of the Selling
Agreement and the Parties’ respective performance thereunder, along with Dawson’s
equitable claims concerning the amounts Dawson claims it was due for its
services (the “Litigation”); and


WHEREAS,
The Parties are desirous of settling and disposing of all claims, which were
brought or could have been brought between the Parties in the Litigation; and
are desirous of releasing and eliminating any liability that they may have to
one another of any nature whatsoever including but not limited to such arising
out of or in anyway relating to the described Selling Agreement, as well as any
other warranty or representation therein contained or in any related agreements
or documents, and all claims arising by applicable statutes or otherwise at
common law.


NOW,
THEREFORE, in order to resolve the issues raised or that
could have been raised in the Litigation and to effectuate a full release of
the Parties as hereinafter further described from one another, for good and
valuable consideration, the sufficiency of which is hereby acknowledged, the Parties
agree as follows:


1.             Consideration.  Crdentia shall make the following payment in
accordance with the following provisions:


(a)           Within ten (10) business days from
the execution of this Settlement Agreement, Crdentia shall issue to Dawson,
FOUR HUNDRED THOUSAND (400,000)



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shares of Common Stock
(the “Shares”), par value $0.001 per share, of Crdentia (the “Stock
Consolidation”).


2.             Dawson shall immediately dismiss
all claims against Crdentia with prejudice upon executing this Settlement
Agreement or as soon as practicable thereafter with each party to bear their
own attorney’s fees and cost. Further, except in connection with enforcement of
this Settlement Agreement and/or the Registration Rights Agreement, Dawson and
Crdentia shall not pursue any new litigation or claims against each other
concerning the general subject matter of the Litigation.


3.             Registration
Rights.  Concurrently with the
execution of this Settlement Agreement, the Parties have entered into a
registration rights agreement attached hereto as Exhibit A (the “Registration
Rights Agreement”) with respect to the shares of Common Stock that comprises
the Stock Consideration.


4.             Mutual
Release of Claims.


(a)           Dawson hereby agrees for the benefit
of Crdentia, and each officer, director, shareholder, agent, representative,
affiliate, joint venturer, employee, member, partner, attorney, heir, assign,
executor, spouse, administrator, insurer, predecessor and successor, past and
present, of Crdentia (each such person being a “Released Crdentia Party” and
all such persons being “Released Crdentia Parties”), as follows. Except for the
obligations set forth in this Settlement Agreement as well as in the
Registration Rights Agreement, Dawson, for themselves and for their members,
partners, officers, directors, assigns, agents and successors, past and
present, hereby agree and confirm that, effective from and after the Effective
Date, they forever fully release and discharge each Released Crdentia Party of,
and hold each Released Crdentia Party harmless from, any and all rights,
claims, warranties, demands, debts, duties, obligations, liabilities fixed or
contingent, costs, attorneys’ fees, damages, expenses, snits, liens, losses and
causes of action (“Claims”) of any nature whatsoever, whether known or unknown,
suspected or unsuspected, existing or potential, arising or occurring any time
or period of time on or prior to the date of the execution of this Settlement
Agreement (including the future effects of such transactions, occurrences,
conditions, acts or omissions), including, without limitation, any Claims
arising under or in connection with the Selling Agreement dated October 5,
2005. Dawson acknowledges that it may hereafter discover facts different from
or in addition to those which they now know or believe to be true with respect
to all or any portion of the Claims, and Dawson agrees that in such event, this
release shall nonetheless be and remain effective in all respects,
notwithstanding such different or additional facts or the discovery thereof.


(b)           Crdentia hereby agrees for the
benefit of Dawson, and each officer, director, shareholder, agent,
representative, affiliate, joint venturer, employee, partner, member, attorney,
heir, assign, executor, administrator, insurer, predecessor and successor, past
and present, of Dawson (each such person being a “Released Dawson Party” and
all such persons being “Released Dawson Parties”), as follows. Crdentia, for
themselves and for their members, partners, officers, directors, assigns,
agents and successors, past and present, hereby agree and confirm that,
effective from and after the



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Effective Date, they
hereby acknowledge full and complete satisfaction of, and covenants not to sue,
and forever fully release and discharge each Released Dawson Party of, and hold
each Released Dawson Party harmless from, any and all Claims of any nature
whatsoever, whether known or unknown, suspected or unsuspcctcd, existing or
potential, arising or occurring any time or period of time on or prior to the
date of the execution of this Settlement Agreement (including the future
effects of such transactions, occurrences, conditions, acts or omissions).
Crdentia acknowledges that it may hereafter discover facts different from or in
addition to those which they now know or believe to be true with respect to all
or any portion of the Claims, and Crdentia agrees that in such event, this
release shall nonetheless be and remain effective in all respects,
notwithstanding such different or additional facts or the discovery thereof.


(c)           The undersigned understand and agree
that the Claims released by the Parties pursuant to Sections 4(a) and (b) above
include not only those Claims presently known to Dawson and Crdentia but also
include all unknown or unanticipated Claims, rights, demands, actions,
obligations, liabilities, and causes of action of every kind and character that
would otherwise come within the scope of the Claims as described above. Dawson
and Crdentia understand that they may hereafter discover facts different from
what they now believe to be true, which if known, could have materially
affected this Release of Claims, but they nevertheless waive any Claims or
rights based on different or additional facts.


5.             Default and
Remedies.  In the event
Crdentia fails to comply with any term or provision of this Settlement
Agreement or the Registration Rights Agreement, then, in that event, in
addition to any other rights or remedies which Dawson may have, Dawson shall be
entitled, upon five (5) calendar days’ notice to Crdentia, to move for an immediate
final judgment against Crdentia for damages in the amount of $250,000.00. Any
such Motion to Enforce Settlement And For Damages
may be brought on the Court’s earliest motion calendar, and the motion shall be
deemed sufficient if merely signed by the attorney for Dawson and accompanied
by an Affidavit of Default. Crdentia waives any and all defenses to such motion
except strict compliance with this Settlement Agreement and the Registration
Rights Agreement. Crdentia further waives an evidentiary hearing on Dawson’s
motion unless Crdentia files an Affidavit Opposing Default prior to the
scheduled hearing on the motion in which Crdentia attests, under oath, that it
has strictly complied with this Settlement Agreement and the Registration Rights
Agreement. Upon the filing of a Registration Statement with the U.S. Securities
and Exchange Commision by Crdentia, which includes the Shares, and provided
that the Shares are not removed from the Registration Statement for any reason,
this Default and Remedies Clause shall terminate.


Dawson shall he
entitled to recover all of its attorneys’ fees and costs incurred in any
proceeding whatsoever related to the obtaining, enforcement, registration,
collection, post-judgment or appeal of a final judgment related to this
Settlement Agreement and/or the Registration Rights Agreement.



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6.             No Action or
Charges.  Each of the Parties
acknowledges and agrees that it has no pending lawsuit, administrative charge
or complaint against the other or any of the other releasees specified above,
in any court or with any governmental agency. Each of the Parties also agrees
that, to the extent permitted by law, such Party will not allow any lawsuit,
administrative charge or complaint to be pursued on its behalf. Each of the
Parties further agrees that it will not participate, cooperate or assist in any
litigation against any of the releasees set forth above in any manner, except
the extent required by law. If either of the Parties is lawfully subpoenaed by
a court in a manner relating to the matters released above, it agrees to
provide the other Party with written notice of such a subpoena within five (5)
days of receipt.


7.             No
Assignment or Transfer of Claims. 
Each of the Parties represents and warrants that it has not hereto for assigned,
transferred or purported to assign or transfer to any other person or entity
any rights, Claims or causes of actions herein released and discharged and no
other person or entity has any interest in the matters here and released and
discharged. Furthermore, each of the Parties shall indemnify and hold the other
and all persons or entities released herein harmless from and against any and
all rights, Claims or causes of actions which have been assigned or transferred
contrary to the foregoing representations, or in violation of all foregoing
warranties, and shall hold such persons or entities harmless from any and all
loss, expense and/or liability arising directly or indirectly out of the breach
of any of the foregoing representations or warranties.


8.             No Admission
of Liability.  This Settlement
Agreement is a compromise in settlement of disputed Claims being released
herein, and therefore this Settlement Agreement does not constitute an
admission of liability on behalf of either of the Parties or any of the
releasees, are an admission, direct or by implication that either of the
Parties or any of the releasees has violated any law, rule, regulation, policy
or contractual right or other obligation owed to any Party. Each of the Parties
specifically denies all allegations of improper or unlawful conduct. Each of
the Parties intends merely to avoid litigation.


9.             No External
or Prior Representations. 
Each of the Parties represents and warrants that such Parties are not
relying, and has not relied, on any representations or statements, verbal or
written, made by any other party or any other releasees hereto with regard to
the facts involved in this controversy in regard to any such Parties’ rights or
asserted rights arising out of alleged Claims or the execution and terms of
this Agreement, except as provided herein. Each of the Parties has consulted
with an attorney regarding the terms of this Settlement Agreement and has
entered into this Settlement Agreement freely, willingly and without coercion
or duress.


10.           Investment
Representations.


(a)           This Settlement Agreement is made in
reliance upon Dawson’s representation to Crdentia, which by their acceptance
hereof Dawson hereby confirms, that the Stock Consideration to be received by
Dawson will be acquired for investment for its own account, not as a nominee or
agent, and not with a view to the sale or distribution of any part thereof, and
that Dawson has no present intention of selling,



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granting participation
in, or otherwise distributing the same. Dawson also represents and warrants
that it has sufficient business and financial experience to enable it to
protect its own interests in connection with the issuance of the Stock
Consideration hereunder.


(b)           Dawson is an “accredited investor” as
defined in Rule 501 under the Securities Act of 1933, as amended (the “Act”).
Dawson believes that it has received all the information it considers necessary
or appropriate for deciding whether to accept the Stock Consideration. Dawson
further represents that it has had an opportunity to ask questions and receive
answers from Crdentia regarding the business, properties, prospects and
financial condition of Crdentia.


(c)           Dawson understands that the Stock
Consideration it is accepting hereunder is characterized as “restricted
securities” under the federal securities laws inasmuch as it is being acquired
from Crdentia in a transaction not involving a public offering and that under
such laws and applicable regulations such securities may be resold without
registration under the Act only in certain limited circumstances. In this
connection, Dawson represents that it is familiar with SEC Rule 144, as
presently in effect, and understand the resale limitations imposed thereby and
by the Act. Dawson understands that the Stock Consideration has not been
registered under the Act and has not been registered or qualified in any state
in which it is offered, and thus Dawson will not be able to resell or otherwise
transfer the Stock Consideration unless it is registered under the Act, or qualified
under applicable state securities laws, or an exemption from such registration
or qualification is available.


(d)           It is understood that the
certificate(s) evidencing the Stock consideration shall bear the following
legend:


“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”


11.           Binding.  This Settlement Agreement shall be binding
upon the Parties and their respective heirs, administrators, representatives,
executors, successors and assigns, and shall inure to the benefit of the
Parties and their respective heirs, administrators, representatives, executors,
successors and assigns.


12.           Severability.  If any of the provisions in this Settlement
Agreement are determined to be invalid by a court, arbitrator, or government
agency of competent jurisdiction, it is agreed that such determination shall
not affect the enforceability of the other provisions herein.


13.           Counterparts.  The Parties hereto may execute faxed copies of
this Settlement Agreement, and exchange such executed copies via facsimile.
Either party



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may demand that the other
party execute original copies at a future date, and such demand may be sought
to be enforced by specific performance. Notwithstanding the foregoing, it shall
be no defense to the enforcement of this Settlement Agreement that the “original”
Settlement Agreement is not produced, and all Parties waivt: “best evidence”
objections with regard to this Settlement Agreement. In addition, two or more
duplicate originals of this Settlement Agreement may be signed by the Parties
hereto, each of which shall be an original, but all of which together shall
constitute one and the same instrument.


14.           Survival.  The representations, warranties and covenants
of the Parties hereto shall survive the execution of this Settlement Agreement
and the payment of the Settlement Consideration.


15.           Entire Agreement;
Modification.  This Settlement
Agreement constitutes the entire understanding among the Parties and supersedes
all prior or contemporaneous written or oral statements, agreements,
understandings and/or negotiations regarding the subject matter herein. This
Settlement Agreement may not be modified or amended in any way without the
express written consent of the Parties.


16.           Fees and Expenses.  Except as set forth in this Settlement
Agreement and the Registration Rights Agreement, each Party shall bear its own
fees and expenses in connection with this Settlement Agreement.


17.           Governing Law.  This Settlement Agreement is to be construed
in accordance with and governed by the internal laws of the State of Florida
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 Florida 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 State of Florida in the event any dispute
arises out of this Settlement Agreement or the transactions contemplated by
this Settlement 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 court, (c) agrees that it will not bring any action relating to this
Settlement Agreement or the transactions contemplated by this Settlement
Agreement in any court other than the Circuit Courts of the State of Florida,
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 in the Circuit Courts of the State of
Florida, 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.


18.           Notices.  All notices, requests, Claims, demands and
other communications under this Settlement Agreement shall be in writing and
shall be deemed given (i) upon personal delively, (ii) one (1) Business Day
after being sent via a nationally recognized overnight courier service if
overnight courier service is requested or (ii) upon receipt of electronic or
other confirmation of transmission if sent via facsimile, or (iii) immediately
if sent via email in each case at the addresses, fax numbers



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or email addresses (or at
such other address, fax number or email address for a party as shall be
specified by like notice) set forth below:


If to Crdentia, to:


 


Crdentia Corp.


5001 LBJ Freeway, Suite
850


Dallas, Texas 75244


	
  Attention:

  	
  Chief Executive Officer

  
	
  Facsimile:

  	
  972-392-2722

  
	
  Email:

  	
  jkaiser@crdentia.com

  



 


with copies to:


 


Morrison & Foerster
LLP


12531 High Bluff Drive,
Suite 100


San Diego, California 92
130


	
  Attention:

  	
  Steven G. Rowles, Esq.

  
	
  Facsimile:

  	
  858-523-28 10

  
	
  Email:

  	
  srowles@mofo.com

  



 


If to the Dawson, to:


 


 


with copies to:


 


Blank Rome LLP


1200 N. Federal Highway,
Suite 417


Boca Raton, Florida 33432


Attn:  Bruce C. Rosetto, Esq.


Facsimile:  (561) 417-8101


Email:  rosetto@blankrome.com


 



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IN
WITNESS WHEREOF, the Parties hereto have duly executed this
Settlement Agreement as of the date first written above.


	
  

  	
  Crdentia Corp.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ C. Fred Toney

  	
   

  
	
   

  	
  Name:

  	
  C. Fred Toney

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dawson James Securities, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert D. Keyser Jr.

  	
   

  
	
   

  	
  Name:

  	
  Robert D. Keyser Jr.

  
	
   

  	
  Title:

  	
  CEO

  



 



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