EXHIBIT 10.2
SECURITY AGREEMENT
This SECURITY AGREEMENT, dated as of November 29, 2004 ("SECURITY
AGREEMENT"), is made by Crdentia Corp., a Delaware corporation ("Crdentia"),
Xxxxx Xxxxxxxx Xxxxxxxx, Inc., a California corporation, Nurses Network, Inc., a
California corporation, New Age Staffing, Inc., a Delaware corporation, PSR
Nurses, Ltd., a Texas limited partnership, PSR Nurse Recruiting, Inc., a Texas
corporation, PSR Nurses Holdings Corp., a Texas corporation, CRDE Corp., a
Delaware corporation, Arizona Home Health Care/Private Duty, Inc., an Arizona
corporation, and Care Pros Staffing, Inc, a Texas corporation (each
individually, and referred to collectively as, "GRANTOR"), in favor of MedCap
Partners L.P. (referred to as "GRANTEE").
RECITALS
WHEREAS, Grantee lent $400,000 (the "Loan") to Grantor on November 29,
2004 in connection with which Grantor has delivered to Grantee a secured
promissory note dated as of the date hereof (the "Note") executed by Grantor in
favor of Grantee in an aggregate principal amount of Four Hundred Thousand
Dollars ($400,000.00); and
WHEREAS, in order to induce Grantee to make the Loan to Grantor, each
Grantor has agreed to grant a security interest in the Collateral (as defined
below) to Grantee to secure the payment and performance by each Grantor of its
respective obligations under the Note, subject to certain liens and encumbrances
existing as of the date hereof;
ACCORDINGLY, for good and valuable consideration, the adequacy of which
is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. DEFINED TERMS. When used in this Security Agreement, the following
terms shall have the following meanings (such meanings being equally applicable
to both the singular and plural forms of the terms defined):
"COLLATERAL" means all of the right, title and interest of each Grantor
in and to and under all of the following personal property and fixtures (and all
rights therein) of each Grantor, or in which such Grantor has any right,
wherever situated, in each case whether now existing or hereafter from time to
time acquired:
a. each and every Account;
b. all cash;
c. all Chattel Paper (including without limitation all
Tangible Chattel Paper and all Electronic Chattel Paper);
d. all Commercial Tort Claims;
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e. all computer programs of Grantor and all intellectual
property rights therein and all other proprietary information of Grantor,
including but not limited to all United States trade secrets and proprietary
information necessary to operate the business of Grantor;
f. all contracts between Grantor and one or more additional
parties, together with all rights which Grantor may have under any such
contract, including any and all rights to receive and demand payments under any
or all contracts, any and all rights to receive and compel performance under any
or all contracts and any or all other rights, interests and claims now existing
or in the future arising in connection with any or all contracts;
g. all copyrights owned by Grantor, whether United States or
foreign;
h. all Equipment;
i. all Deposit Accounts and all other demand, deposit, time,
savings, cash management, passbook and similar accounts maintained by Grantor
with any person and all monies, securities, Instruments and other investments
deposited or required to be deposited in any of the foregoing;
j. all Documents;
k. all General Intangibles;
l. all Goods;
m. all Instruments;
n. all Inventory;
o. all Investment Property;
p. all Letter-of-Credit Rights (whether or not the respective
letter of credit is evidenced by a writing);
q. all right, title and interest in and to any trademarks,
service marks and trade names now held or hereafter acquired by Grantor whether
in the United States or foreign, together with the registrations and right to
all renewals thereof, and the goodwill of the business of Grantor symbolized by
such marks and trade names;
r. all patents to which Grantor now or hereafter has any
right, title or interest therein, and any divisions, continuations (including,
but not limited to, continuations-in-part) and improvements thereof, as well as
any application for a patent now or hereafter made by Grantor;
s. to the extent permitted to be assigned by the terms thereof
or by any law, all licenses, permits, rights, orders, variances, franchises or
authorizations of or from any governmental authority or agency;
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t. all Software and all Software licensing rights, all
writings, plans, specifications and schematics, all engineering drawings,
customer lists, goodwill and licenses, and all recorded data of any kind or
nature, regardless of the medium of recording;
u. all Supporting Obligations; and
v. all Proceeds and products of any and all of the foregoing.
All terms in this definition of "Collateral" that are not otherwise defined in
this Security Agreement shall have the meaning provided for such terms in the
UCC as in effect on the date hereof.
"EVENT OF DEFAULT" means (a) any failure by any Grantor to pay or
perform any of its Secured Obligations after the expiration of any applicable
grace period; (b) the receipt by Grantee at any time after the date hereof of
any report, information or notice indicating that Grantee's security interest is
not prior to all other security interests or other interests (other than the
Permitted Liens) reflected in such report, information or notice; (c) any
material breach by any Grantor of any warranty, representation, or covenant set
forth herein; (d) the commencement by any Grantor of any case, proceeding or
other action relating to such Grantor in bankruptcy or seeking any relief under
any bankruptcy, insolvency, reorganization, liquidation, dissolution or other
similar act or law of any jurisdiction, or the making of a general assignment
for the benefit of creditors by such Grantor or the admission by any Grantor in
writing of its inability to pay its debts generally as they become due; (e) the
commencement against any Grantor of any case, proceeding or other action in
bankruptcy or other similar act or law of any jurisdiction, which involuntary
case or proceeding shall remain unstayed for a period of sixty (60) days; or (f)
the occurrence of any "Event of Default" as defined in the Note.
"LIEN" means any mortgage, lien, deed of trust, charge, pledge,
security interest or other encumbrance.
"LOAN DOCUMENTS" means any documents, agreements, and instruments
executed and delivered in connection with the Senior Indebtedness, including,
without limitation, (i) that certain Loan and Security Agreement, dated as of
June 16, 2004, by and among Grantor and Senior Lender, and (ii) that certain
Loan and Security Agreement, dated as of August 31, 2004, by and among Grantor
and Senior Lender.
"PERMITTED LIENS" means: (a) any Liens existing on the date of this
Security Agreement and set forth on Schedule A attached hereto; (b) Liens for
taxes, fees, assessments or other governmental charges or levies, either not
delinquent or being contested in good faith by appropriate proceedings, provided
the same have no priority over any of Grantee's security interests; and (c)
purchase money security interests, as defined under Article 9 of the UCC.
"PROCEEDS" means and includes any "PROCEEDS," as such term is defined
in Article 9 of the UCC, now or hereafter owned or acquired or received by any
Grantor or in which any Grantor now holds or hereafter acquires or receives any
right or interest in respect of the Collateral, and shall include, in any event,
any and all (a) cash or other forms of money, currency or funds or other
property of any nature, type or land whatsoever payable to such Grantor from
time to time in respect of any of the Collateral, including upon the sale,
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lease, license, exchange or other disposition of any of the Collateral; (b)
proceeds of any insurance, indemnity, warranty or guaranty payable to any
Grantor from time to time with respect to any of the Collateral, including by
reason of the loss, nonconformity or interference with the use of, defects or
infringement of rights in, or damage to, any of the Collateral; (c) payments (in
any form whatsoever) made or due and payable to any Grantor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any governmental authority
(or any person acting under color of governmental authority); (d) claims of any
Grantor against third parties arising out of the loss, nonconformity,
interference with the use of, defects or infringements of rights in, or damage
to, any of the Collateral; (e) rights arising out of any of the Collateral; and
(f) other property of any nature, type or kind whatsoever from time to time paid
or payable under or in connection with, collected on, or distributed on account
of, any of the Collateral.
"SECURED OBLIGATIONS" means (a) the obligations of any Grantor under
the Note, (b) the obligation of any Grantor to pay any fees, costs and expenses
of Grantee under the Note, and (c) the obligation of any Grantor to pay all
reasonable fees, costs and expenses of Grantee under Section 7(c) hereof.
"SECURITY AGREEMENT" means this Security Agreement and all Schedules
hereto, as the same may from time to time be amended, modified, supplemented or
restated.
"SENIOR INDEBTEDNESS" means all principal, interest and other
obligations at any time due and owing by Grantor to Senior Lender arising out of
or incurred in connection with the Loan Documents (and any indebtedness which
refinances such principal, interest or other obligations), as modified,
extended, renewed or restated, whether direct or contingent, and whether now
existing or hereafter created. Senior Indebtedness shall include, without
limitation: (i) interest which accrues on the principal amount of the Senior
Indebtedness, and (ii) other obligations arising out of or in connection with
the Loan Documents or other documents executed in favor of Senior Lender in
connection with the Loan Documents, in each instance subsequent to the
commencement of a case under Chapter 11 of the Bankruptcy Code, whether or not
such interest is allowed as a claim in such case.
"SENIOR LENDER" means Bridge Healthcare Finance, LLC and Bridge
Opportunity Finance, LLC.
"UCC" means the Uniform Commercial Code as the same may from time to
time be in effect in the State of California (and each reference in this
Security Agreement to an Article thereof (denoted as a Division of the UCC as
adopted and in effect in the State of California) shall refer to that Article
(or Division, as applicable) as from time to time in effect, which in the case
of Article 9 shall include and refer to Revised Article 9 from and after the
date Revised Article 9 shall become effective in the State of California);
PROVIDED, HOWEVER, in the event that, by reason of mandatory provisions of law,
any or all of the attachment, perfection or priority of Grantee's security
interest in any Collateral is governed by the Uniform Commercial Code as in
effect in a jurisdiction other than the State of California, the term "UCC"
shall mean the Uniform Commercial Code (including the Articles thereof) as in
effect at such time in such other jurisdiction for purposes of the provisions
hereof relating to such attachment, perfection or priority and for purposes of
definitions related to such provisions.
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2. GRANT OF SECURITY INTEREST. As security for the full, prompt,
complete and final payment and performance when due (whether at stated maturity,
by acceleration or otherwise) of all the Secured Obligations and in order to
induce Grantee to make the Loan to Grantor, each Grantor hereby grants, assigns,
conveys, mortgages, pledges, hypothecates and transfers to Grantee a continuing
security interest in all of its respective right, title and interest in and to
all Collateral of such Grantor, whether now owned or hereafter acquired,
together with all Proceeds of the foregoing and all accessions to, substitutions
and replacements therefor.
3. SUBORDINATION. Grantee hereby subordinates in right of payment all
of the Secured Obligations to the final payment of all of the Senior
Indebtedness. Grantee hereby agrees that any Liens, security interests, claims
and rights of any kind in favor of, or for the benefit of, Grantee in, to or
against Grantor or Grantor's property shall be junior, subordinate and subject
in all respects to the Liens, security interests, claims and rights against
Grantor and/or Grantor's property of Senior Lender arising from or out of the
Senior Indebtedness, which shall under all circumstances be and remain superior
and prior in right of payment and enforcement to any Liens arising in favor of
Grantee regardless of the order or time as of which any Liens attach to any of
Grantor's property, and notwithstanding the usual application of the priority
provisions of the UCC as in effect in any jurisdiction or any other applicable
law or judicial decision of any jurisdiction, or whether Grantee is perfected
without filing or possession in any part of the Collateral, the order or time of
UCC filings or any other filings or recordings, the order or time of granting of
any such Liens, or the physical possession of any of Grantor's property until
the Loan Documents are terminated in accordance with the terms thereof.
4. REPRESENTATIONS AND WARRANTIES OF GRANTOR. Subject to Grantor's
obligations to the Senior Lender under the Loan Documents, each Grantor hereby
represents and warrants, on a joint and several basis, to Grantee that:
(a) Grantor is a corporation or limited partnership, validly
existing under the laws of the state of its jurisdiction or incorporation or
organization, as applicable. Grantor has the requisite power and all necessary
governmental authority to conduct its business as currently being conducted.
Grantor shall not change its taxpayer identification number, jurisdiction of
incorporation or chief executive office, principal place of business or remove
or cause to be removed, the records concerning the Collateral from the premises
where such records are currently maintained without thirty (30) days' prior
written notice to Grantee.
(b) Except for the security interest granted to Grantee under
this Security Agreement and the Permitted Liens, Grantor is the sole legal and
equitable owner or, has the power to transfer each item of the Collateral in
which it purports to grant a security interest hereunder, having good and
marketable title thereto.
(c) No effective security agreement, financing statement,
equivalent security or lien instrument or continuation statement covering all or
any part of the Collateral exists, except such as may have been filed by Grantor
in favor of Grantee pursuant to this Security Agreement, and except such as may
have been or shall be filed in connection with the Permitted Liens.
(d) This Security Agreement creates a legal and valid security
interest on and in all of the Collateral in which Grantor now has rights and all
filings and other actions necessary or desirable to perfect and protect such
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security interest have been duly taken. Accordingly, Grantor has undertaken all
necessary action required by it to create a fully perfected security interest
for the benefit of Grantee in all of the Collateral in which such Grantor now
has rights, subject only to the Permitted Liens. This Security Agreement will
create a legal and valid and fully perfected security interest in the Collateral
in which Grantor later acquires rights, when Grantor acquires those rights,
subject only to the Permitted Liens and any additional filings to be made by
Grantee as may be necessary to perfect Grantee's security interest in subsequent
ownership rights.
(e) The Collateral is presently located at such address(es)
set forth on Schedule B attached hereto.
5. [This section intentionally left blank.]
6. COVENANTS. Subject to each Grantor's obligations to the Senior
Lender under the Loan Documents, each Grantor covenants and agrees with Grantee
that from and after the date of this Security Agreement and until the Secured
Obligations have been performed and paid in full as follows:
6.1 DISPOSITION OF COLLATERAL. Other than in the ordinary
course of business, Grantor shall not sell, lease, transfer or otherwise dispose
of any of the Collateral, or attempt or contract to do so. Notwithstanding the
preceding, Grantor may sell, and Grantee agrees to release, upon request of
Grantor, the security interest granted hereunder on and in connection with, any
Collateral; provided that, the net proceeds derived from the sale of the
Collateral shall be paid to the Grantee after payment of any debts or
obligations secured by the Permitted Liens on the Collateral being sold and the
reasonable costs of such a sale such as, without limitation, freight costs and
commissions; and; provided further, that any such sale of Collateral shall be
conducted in an arms' length transaction and for not less than an amount that
reasonably would be considered to be the then fair market value of the
Collateral. A failure by Grantor to apply the proceeds of a sale of any
Collateral in accordance with the provisions of the previous sentence shall be a
breach of this Security Agreement by Grantor.
6.2 CHANGE OF JURISDICTION OF ORGANIZATION, RELOCATION OF
BUSINESS OR COLLATERAL. Grantor shall not change its jurisdiction of
organization, relocate its chief executive office, principal place of business
or its records, or allow the relocation of any Collateral from such address(es)
provided to the Grantee pursuant to Section 4(e) above without thirty (30) days'
prior written notice to Grantee.
6.3 LIMITATION ON LIENS ON COLLATERAL. Grantor shall not,
directly or indirectly, create, permit or suffer to exist, and shall defend the
Collateral against and take such other action as is necessary to remove, any
Lien on the Collateral, except (a) the Permitted Liens and (b) the Lien granted
to Grantee under this Security Agreement.
6.4 INSURANCE. Grantor shall maintain insurance policies
insuring the Collateral against loss or damage from such risks and in such
amounts and forms and with such companies as are customarily maintained by
businesses similar to Grantor's.
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6.5 MAINTENANCE OF RECORDS. Grantor shall keep and maintain at
its own cost and expense satisfactory and complete records of the Collateral.
6.6 FURTHER ASSURANCES; PLEDGE OF INSTRUMENTS. At any time and
from time to time, upon the written request of Grantee, and at the sole expense
of Grantor, Grantor shall promptly and duly execute and deliver any and all such
further instruments and documents and take such further action as Grantee may
reasonably deem necessary or desirable to obtain the full benefits of this
Security Agreement. If any amount payable under or in connection with any of the
Collateral is or shall become evidenced by any Instrument, such Instrument,
other than checks and notes received in the ordinary course of business, shall
be duly endorsed in a manner reasonably satisfactory to Grantee and delivered to
Grantee promptly and in any event within five (5) business days of Grantor's
receipt thereof.
7. RIGHTS AND REMEDIES UPON DEFAULT.
(a) Subject to the rights of Senior Lender under the Loan
Documents and Section 3 hereof, after any Event of Default shall have occurred
and while such Event of Default is continuing, Grantee may exercise in addition
to all other rights and remedies granted to it under this Security Agreement and
the Note and under any other instrument or agreement securing, evidencing or
relating to the Secured Obligations, all rights and remedies of a secured party
under the UCC. Without limiting the generality of the foregoing, each Grantor
expressly agrees that in any such event Grantee, without demand of performance
or other demand, advertisement or notice of any kind (except the notice
specified below of time and place of public or private sale) to or upon Grantor
or any other person (all and each of which demands, advertisements and notices
are hereby expressly waived to the maximum extent permitted by the UCC and other
applicable law), may (i) reclaim, take possession, recover, store, maintain,
finish, repair, prepare for sale or lease, shop, advertise for sale or lease and
sell or lease (in the manner provided herein) the Collateral, and in connection
with the liquidation of the Collateral, and (ii) forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and may
forthwith sell, lease, assign, give an option or options to purchase or sell or
otherwise dispose of and deliver said Collateral (or contract to do so), or any
part thereof, in one or more parcels at public or private sale or sales, at any
exchange or broker's board or at any of Grantee's offices or elsewhere at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. To the extent Grantor has the right to do so,
each Grantor authorizes Grantee, on the terms set forth in this Section 7, to
enter the premises where the Collateral is located, to take possession of the
Collateral, or any part of it, and to pay, purchase, contract, or compromise any
encumbrance, charge, or lien which, in the opinion of Grantee, appears to be
prior or superior to its security interest. Grantee shall have the right upon
any such public sale or sales and, to the extent permitted by law, upon any such
private sale or sales, to purchase the whole or any part of said Collateral so
sold, free of any right or equity of redemption, which equity of redemption
Grantor hereby releases. Each Grantor further agrees, at Grantee's request, to
assemble its Collateral and make it available to Grantee at places which Grantee
shall reasonably select, whether at Grantor's premises or elsewhere. Grantee
shall apply the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale as provided in Section 7(d) below, with each
Grantor remaining jointly and severally liable for any deficiency remaining
unpaid after such application, and only after so paying over such net proceeds
and after the payment by Grantee of any other amount required by any provision
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of law, need Grantee account for the surplus, if any, to Grantor. To the maximum
extent permitted by applicable law, each Grantor waives all claims, damages, and
demands against Grantee arising out of the repossession, retention or sale of
the Collateral. Each Grantor agrees that Grantee need not give more than ten
(10) days' notice of the time and place of any public sale or of the time after
which a private sale may take place and that such notice is reasonable
notification of such matters. Grantor shall remain liable for any deficiency if
the proceeds of any sale or disposition of the Collateral are insufficient to
pay all amounts to which Grantee is entitled from Grantor, Grantor also being
liable for the attorney costs of any attorneys employed by Grantee to collect
such deficiency.
(b) Each Grantor agrees that in any sale of any Collateral,
whether at a foreclosure sale or otherwise, Grantee is hereby authorized to
comply with any limitation or restriction in connection with such sale as it may
be reasonably advised by counsel is necessary in order to avoid any violation of
applicable law (including compliance with such procedures as may restrict the
number of prospective bidders and purchasers and require that such prospective
bidders and purchasers have certain qualifications), or in order to obtain any
required approval of the sale or of the purchaser by any governmental authority,
and such Grantor further agrees that such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially
reasonable manner, nor shall Grantee be liable nor accountable to Grantor for
any discount allowed by the reason of the fact that such Collateral is sold in
compliance with any such limitation or restriction.
(c) Grantor also agrees to pay all reasonable fees, costs and
expenses of Grantee, including, without limitation, reasonable attorneys' fees,
incurred in connection with the enforcement of any of its rights and remedies
hereunder.
(d) After payment of any debt secured by a Permitted Lien, the
Proceeds of any sale, disposition or other realization upon all or any part of
the Collateral shall be distributed by Grantee in the following order of
priorities:
FIRST, to Grantee in an amount sufficient to pay in full the
reasonable costs of Grantee in connection with such sale, disposition or other
realization, including all fees, costs, expenses, liabilities and advances
incurred or made by Grantee in connection therewith, including, without
limitation, reasonable attorneys' fees;
SECOND, to Grantee in an amount equal to the then unpaid
Secured Obligations; and
FINALLY, upon payment in full of the Secured Obligations, to
Grantor or its representatives, in accordance with the UCC or as a court of
competent jurisdiction may direct.
8. INDEMNITY. Each Grantor agrees, jointly and severally, to defend,
indemnify and hold harmless Grantee and its officers, employees, and agents
against (a) all obligations, demands, claims, and liabilities claimed or
asserted by any other party in connection with the transactions contemplated by
this Security Agreement and (b) all losses or expenses in any way suffered,
incurred, or paid by Grantee as a result of or in any way arising out of this
Security Agreement and the transactions contemplated thereby (including without
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limitation, reasonable attorneys fees and expenses), except for losses arising
from or out of Grantee's gross negligence or willful misconduct or violation of
applicable law.
9. MISCELLANEOUS.
9.1 NO WAIVER; CUMULATIVE REMEDIES.
(a) Grantee shall not by any act, delay, omission or otherwise
be deemed to have waived any of its respective rights or remedies hereunder, nor
shall any single or partial exercise of any right or remedy hereunder on any one
occasion preclude the further exercise thereof or the exercise of any other
right or remedy.
(b) The rights and remedies hereunder provided are cumulative
and may be exercised singly or concurrently, and are not exclusive of any rights
and remedies provided by law.
(c) None of the terms or provisions of this Security Agreement
may be waived, altered, modified or amended except by an instrument in writing,
duly executed by Grantor and Grantee.
9.2 SUCCESSOR AND ASSIGNS. This Security Agreement and all
obligations of each Grantor hereunder shall be binding upon the successors and
assigns of such Grantor, and shall, together with the rights and remedies of
Grantee hereunder, inure to the benefit of Grantee, any future holder of any of
the indebtedness and their respective successors and assigns. No sales of
participations, other sales, assignments, transfers or other dispositions of any
agreement governing or instrument evidencing the Secured Obligations or any
portion thereof or interest therein shall in any manner affect the lien granted
to Grantee hereunder.
9.3 GOVERNING LAW. In all respects, including all matters of
construction, validity and performance, this Security Agreement and the Secured
Obligations arising hereunder shall be governed by, and construed and enforced
in accordance with, the laws of the State of California applicable to contracts
made and performed in such state, without regard to the principles thereof
regarding conflict of laws.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement to be executed and delivered as of the date first set forth above.
CRDENTIA CORP.
By: /S/ XXXXX X. XXXXXX
Name: ____________________________________
Title:____________________________________
XXXXX XXXXXXXX XXXXXXXX, INC.
By: /S/ XXXXX X. XXXXXX
Name: ____________________________________
Title:____________________________________
NURSES NETWORK, INC.
By: /S/ XXXXX X. XXXXXX
Name: ____________________________________
Title:____________________________________
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NEW AGE STAFFING, INC.
By: /S/ XXXXX X. XXXXXX
Name: ____________________________________
Title:____________________________________
PSR NURSES, LTD.
By: PSR Nurse Recruiting, Inc.
Its. General Partner
By: /S/ XXXXX X. XXXXXX
Name: ____________________________________
Title:____________________________________
PSR NURSE RECRUITING, INC.
By: /S/ XXXXX X. XXXXXX
Name: ____________________________________
Title:____________________________________
PSR NURSES HOLDINGS CORP.
By: /S/ XXXXX X. XXXXXX
Name: ____________________________________
Title:____________________________________
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XXXX XXXX.
By: /S/ XXXXX X. XXXXXX
Name: ____________________________________
Title:____________________________________
ARIZONA HOME HEALTH CARE/PRIVATE DUTY, INC.
By: /S/ XXXXX X. XXXXXX
Name: ____________________________________
Title:____________________________________
CARE PROS STAFFING, INC.
By: /S/ XXXXX X. XXXXXX
Name: ____________________________________
Title:____________________________________
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ACCEPTED AND ACKNOWLEDGED BY:
MEDCAP PARTNERS L.P.
BY: MEDCAP MANAGEMENT
& RESEARCH LLC
ITS: GENERAL PARTNER
By: /s/ C. Xxxx Xxxxx
-----------------
Name: C. Xxxx Xxxxx
Title: Managing Member
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SCHEDULE A
PERMITTED LIENS
All existing liens of Grantor of record as of November 29, 2004.
A-1
SCHEDULE B
LOCATION OF COLLATERAL
ENTITY ADDRESS
Crdentia Corp. 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
Xxxxx Xxxxxxxx Xxxxxxxx, Inc. 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
Nurses Network, Inc. 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
New Age Staffing, Inc. 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
PSR Nurses, Ltd. 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
PSR Nurse Recruiting, Inc. 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
PSR Nurses Holdings Corp. 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
CRDE Corp. 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
Arizona Home Health Care/Private Duty, Inc. 0000 Xxxxx 0xx Xxxxxx, Xxxxx 0X, Xxxxxxx, XX 00000
0000 X. Xxxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000
Care Pros Staffing, Inc. 0000 X. 00xx Xx., Xxxxx 000, Xxxxxx, XX 00000
000 X. Xxxxxxx Xx., Xxxxx 000, XxXxxxxx, XX 00000
B-1
