OF FIRST NEGOTIATION DATED NOVEMBER 3, 2006
("ACQUISITION RIGHT OF FIRST NEGOTIATION") AND THAT CERTAIN STOCK PLEDGE
AGREEMENT DATED NOVEMBER 3, 2006 BETWEEN IVOW, AS PLEDGOR, CRDENTIA AND MEDCAP
PARTNERS, L.P., C. FRED TONEY, AND DURHAM (THE "STOCK PLEDGE AGREEMENT"), OR TO
4
collect the Collateral, at any time prior to the Collateral Payment Date.
Durham and Crdentia hereby terminate the Acquisition Right of First Negotiation
with respect to Durham and the Parties acknowledge and agree that Durham has no
rights pursuant to such Agreement, as of the Effective Date of this Agreement.
(C)
DURHAM WILL FURTHER RELEASE THE SECURITY INTEREST (THE "SECURITY
INTEREST") HELD BY HIM PURSUANT TO THE STOCK PLEDGE AGREEMENT ON THE EARLIER OF
(I) THE RETURN OF THE COLLATERAL BY CRDENTIA TO DURHAM OR (II) CRDENTIA'S
DELIVERY OF A GENERAL RELEASE FROM IVOW INURING TO DURHAM'S BENEFIT, PROVIDED
THAT CRDENTIA ALSO DELIVERS A GENERAL RELEASE FROM IVOW TO C. FRED TONEY,
INURING TO MR. TONEY'S BENEFIT, AND C. FRED TONEY RELEASES HIS SECURITY
INTEREST.
ALL INTEREST ACCRUING ON THE COLLATERAL SHALL BE PAYABLE TO DURHAM AS
PROVIDED IN THE UNDERLYING CERTIFICATE OF DEPOSIT.
14.
ASSIGNMENT OF ADDITIONAL COLLATERAL.
IN FURTHER CONSIDERATION OF DURHAM
SIGNING THIS AGREEMENT, AND THE COVENANTS AND RELEASES GIVEN HEREIN, AND IN
CONNECTION WITH THE EXECUTION OF THAT CERTAIN ASSIGNMENT, DATED OF EVEN DATE
HEREWITH, BY AND BETWEEN DURHAM AND CRDENTIA (THE "ASSIGNMENT"), DURHAM HEREBY
WAIVES AND RELEASES ANY AND ALL CLAIMS TO THAT $100,000 OF COLLATERAL
("ADDITIONAL COLLATERAL") PLEDGED BY DURHAM PURSUANT TO THAT CERTAIN SECURITY
AGREEMENT - PLEDGE, DATED AS OF JANUARY 19, 2007, BY AND BETWEEN DURHAM AND
COMERICA BANK.
CRDENTIA ACKNOWLEDGES THAT THE ADDITIONAL COLLATERAL HAS BEEN
EXCHANGED BY DURHAM FOR 166,666 SHARES OF COMMON STOCK OF CRDENTIA, WHICH SHARES
ARE VALIDLY ISSUED, FULLY PAID, AND NON-ASSESSABLE, EFFECTIVE JANUARY 25, 2007,
AND WILL BE INCLUDED IN ANY REGISTRATION STATEMENT FILED BY CRDENTIA PURSUANT TO
THE SECURITIES PURCHASE AGREEMENT AND ANY RELATED REGISTRATION RIGHTS
AGREEEMENT.
15.
INTEREST ON COLLATERAL.
IN FURTHER CONSIDERATION OF DURHAM SIGNING THIS
AGREEMENT, AND THE COVENANTS AND RELEASES GIVEN HEREIN, AND WITHIN THREE (3)
BUSINESS DAYS OF THE EFFECTIVE DATE, CRDENTIA WILL PROVIDE DURHAM WITH A PAYMENT
IN THE GROSS SUM OF $7,513.89 ("COLLATERAL INTEREST") AS DURHAM'S PORTION OF THE
INTEREST PAYMENT RECEIVED BY CRDENTIA RELATING IN PART TO THE COLLATERAL.
CRDENTIA SHALL HAVE NO FUTURE OBLIGATIONS TO DURHAM CONCERNING PAYMENT OF ANY
INTEREST RELATING TO THE COLLATERAL.
16.
BONUS AGREEMENT.
NOTHING IN THIS AGREEMENT, INCLUDING THE MUTUAL RELEASE
SET FORTH IN SECTION 18 BELOW, SHALL AFFECT ANY RIGHTS OR OBLIGATIONS OF THE
PARTIES UNDER THE BONUS AND OTHER AGREEMENT, EFFECTIVE DECEMBER 31, 2003,
BETWEEN THE PARTIES, AS AMENDED BY THE AMENDMENT TO BONUS AND OTHER AGREEMENT,
DATED NOVEMBER 17, 2005, BETWEEN THE PARTIES (TOGETHER, THE "BONUS AGREEMENT").
17.
ANNOUNCEMENT.
THE PARTIES WILL AGREE TO A MUTUALLY ACCEPTABLE
ANNOUNCEMENT OF THE SEVERANCE OF DURHAM'S EMPLOYMENT AND THE TRANSITION TO A NEW
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS, AS WELL AS THE