NUMBER OF THE COMPANY AS OF THE MOST RECENT PRACTICABLE
DATE;
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(III)
AN OFFICER'S CERTIFICATE AND SECRETARY CERTIFICATE, IN AGREED
FORM, DULY EXECUTED BY SUCH OFFICERS OF THE COMPANY;
(IV)
THE REGISTRATION RIGHTS AGREEMENT, DULY EXECUTED BY THE COMPANY.
(B)
AT THE CLOSING, EACH INVESTOR SHALL DELIVER OR CAUSE TO BE
DELIVERED TO THE COMPANY THE FOLLOWING (THE "INVESTOR DELIVERABLES"):
(I)
ITS INVESTMENT AMOUNT, (A) IN UNITED STATES DOLLARS AND IN
IMMEDIATELY AVAILABLE FUNDS, BY CHECK OR BY WIRE TRANSFER TO THE FOLLOWING
ACCOUNT DESIGNATED FOR SUCH PURPOSE:
Account Name: Crdentia Corp
Account Number: 1892275403,
Bank Name: Comerica Bank
ABA Routing Number: 121137522
Bank Address: 250 Lytton Avenue, 2nd Floor, Palo Alto, CA 94301
or (B) by the cancellation of indebtedness; and
(II)
THE REGISTRATION RIGHTS AGREEMENT, DULY EXECUTED BY SUCH
INVESTOR.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
SECTION 3.1
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE
COMPANY HEREBY MAKES THE FOLLOWING REPRESENTATIONS AND WARRANTIES TO EACH
INVESTOR:
(A)
SUBSIDIARIES.
THE COMPANY HAS NO DIRECT OR INDIRECT SUBSIDIARIES
OTHER THAN AS SPECIFIED IN THE SEC REPORTS. THE COMPANY OWNS, DIRECTLY OR
INDIRECTLY, ALL OF THE CAPITAL STOCK OF EACH SUBSIDIARY FREE AND CLEAR OF ANY
AND ALL LIENS, AND ALL THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF
EACH SUBSIDIARY ARE VALIDLY ISSUED AND ARE FULLY PAID, NON-ASSESSABLE AND FREE
OF PREEMPTIVE AND SIMILAR RIGHTS. NEITHER THE COMPANY NOR ANY SUBSIDIARY IS
PARTY TO ANY MATERIAL JOINT VENTURE, NOR HAS ANY OWNERSHIP INTEREST IN ANY
ENTITY THAT IS MATERIAL TO THE COMPANY OR AS DISCLOSED IN THE SEC REPORTS.
(B)
ORGANIZATION AND QUALIFICATION.
THE COMPANY AND EACH SUBSIDIARY
ARE DULY INCORPORATED OR OTHERWISE ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS
OF THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION (AS APPLICABLE), WITH
THE REQUISITE POWER AND AUTHORITY TO OWN AND USE ITS PROPERTIES AND ASSETS AND
TO CARRY ON ITS BUSINESS AS CURRENTLY CONDUCTED. NEITHER THE COMPANY NOR ANY
SUBSIDIARY IS IN VIOLATION OF ANY OF THE MATERIAL PROVISIONS OF ITS RESPECTIVE
CERTIFICATE OR ARTICLES OF INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR
CHARTER DOCUMENTS. EXCEPT AS SET FORTH ON SCHEDULE 3.1(B), THE COMPANY AND EACH
SUBSIDIARY ARE DULY QUALIFIED TO CONDUCT ITS RESPECTIVE BUSINESSES AND ARE IN
GOOD STANDING AS A FOREIGN CORPORATION OR OTHER ENTITY IN EACH JURISDICTION IN
WHICH THE NATURE OF THE BUSINESS CONDUCTED OR PROPERTY OWNED BY IT MAKES
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such qualification necessary, except where the failure to be so qualified or in
good standing, as the case may be, could not, individually or in the aggregate,
have or reasonably be expected to result in a Material Adverse Effect.
(C)
AUTHORIZATION; ENFORCEMENT.
THE COMPANY HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY EACH OF THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS
OBLIGATIONS THEREUNDER. THE EXECUTION AND DELIVERY OF EACH OF THE TRANSACTION
DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY IT OF THE TRANSACTIONS
CONTEMPLATED THEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY