EXHIBIT 10.46
CRDENTIA CORP.
AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT
This Amendment to Restricted Stock Purchase Agreement (this
"Amendment") is made as of August 3, 2004 by and among Crdentia Corp., a
Delaware corporation (the "Company") and Xxxxxx Xxxxxx ("Stockholder").
RECITALS
A. On or about November 1, 2002, the Company and Stockholder executed a
certain Restricted Stock Purchase Agreement (the "Purchase Agreement") pursuant
to which the Company issued to Stockholder 100,000 shares of its Common Stock
(the "Shares") in exchange for providing services to the Company as a member of
its Board of Directors valued at $700.00.
B. The Company and Stockholder desire to amend and correct certain
terms of the Purchase Agreement to reflect the parties' original intentions with
respect to the vesting of the Shares pursuant thereto.
In consideration of the foregoing and the promises and covenants
contained herein and other good and valuable consideration the receipt of which
is hereby acknowledged, the parties hereto agree as follows. Any capitalized
terms not otherwise defined herein shall have the meanings given such terms in
the Notes:
1. Amendment and Restatement of Section 5.6.
Section 5.6 of the Agreement shall be amended and restated in its
entirety to read as follows:
"5.6 Corporate Transaction.
A. Immediately prior to the consummation of any of
the following stockholder-approved transactions (a "Corporate
Transaction"):
(i) a merger or consolidation in which the
Corporation is not the surviving entity,
(ii) the sale, transfer or other disposition
of all or substantially all of the Corporation's assets, or
(iii) any transaction (other than an
issuance of shares by the Corporation for cash) in or by means
of which one or more persons acting in concert acquire, in the
aggregate, more than 50% of the outstanding shares of the
stock of the Corporation,
the Repurchase Right shall automatically
lapse in its entirety.
B This Agreement shall not in any way affect the
right of the Corporation to adjust, reclassify, reorganize or
otherwise make changes in its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer
all or any part of its business or assets."
2. Effect of Amendment. Except as expressly amended, restated or
consented to in this Amendment, the Purchase Agreement shall continue in full
force and effect. In the event of any conflict between the terms of this
Amendment and the Purchase Agreement, the terms of this Amendment shall govern
and control.
3. Governing Law. This Amendment shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents entered into and to be performed entirely within
California.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5. Severability. If one or more provisions of this Amendment are held
to be unenforceable under applicable law, such provision shall be excluded from
this Amendment and the balance of the Amendment shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
6. Entire Agreement. This Amendment, together with the Purchase
Agreement, constitutes the full and entire understanding and agreement between
the parties with regard to the subjects hereof and thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
COMPANY:
CRDENTIA CORP.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
Chief Executive Officer
STOCKHOLDER:
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
[SIGNATURE PAGE TO AMENDMENT TO
RESTRICTED STOCK PURCHASE AGREEMENT]
