REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • February 27th, 2008 • Crdentia Corp • Services-help supply services
THIS AGREEMENT (this “Agreement”) is made and entered into as of the 22 day of February, 2008, by and between COMVEST CAPITAL LLC, a Delaware limited liability company (the “Lender”), and CRDENTIA CORP., a Delaware corporation (the “Borrower”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2008 • Crdentia Corp • Services-help supply services
This Registration Rights Agreement (this “Agreement”) is made as of February 22, 2008 by Crdentia Corp., a Delaware corporation (the “Company”), for the benefit of the Holders (as such term is hereinafter defined). The Company hereby confirms that the rights granted under this Agreement constitute a material inducement to the Holders to enter into the Loan Agreement, make Loans from time to time thereunder, and/or acquire or hold Warrant Shares (as such term is hereinafter defined). Each Holder, by its participation or request to participate in any Registration effected pursuant to this Agreement, shall be deemed to have confirmed such Holder’s agreement to comply with the applicable provisions of this Agreement.
WARRANT TO PURCHASE SHARES OF COMMON STOCK (Expires February 28, 2014)Warrant Agreement • February 27th, 2008 • Crdentia Corp • Services-help supply services
FOR VALUE RECEIVED, subject to the provisions set forth below, the undersigned, CRDENTIA CORP., a Delaware corporation (the “Company”), hereby certifies that ComVest Capital, LLC, a Delaware limited liability company, or its registered assigns (the “Holder”), is entitled to purchase from the Company up to eight million (8,000,000) fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, $.0001 par value per share (the “Common Shares”), for cash at a price of $.001 per share (the “Exercise Price”) at any time and from time to time from and after the earlier of (a) August 22, 2008, or (b) any Event of Default or Sale (as such terms are defined in the Revolving Credit and Term Loan Agreement dated as of February 22, 2008 by and between ComVest Capital, LLC and the Company) which causes the acceleration or mandatory prepayment of all Obligations under and as defined in such Revolving Credit and Term Loan Agreement (the “Commencement Date”), and until 5:00 p
TERM NOTETerm Note • February 27th, 2008 • Crdentia Corp • Services-help supply services • New York
FOR VALUE RECEIVED, the undersigned, CRDENTIA CORP., a Delaware corporation (the “Maker”), hereby promises to pay to ComVest Capital, LLC, a Delaware limited liability company (“ComVest), or registered assigns (hereinafter, collectively with ComVest, the “Payee”), the sum of Two Million Five Hundred Thousand ($2,500,000) Dollars (the “Principal”), with interest thereon, on the terms and conditions set forth herein and in the Revolving Credit and Term Loan Agreement of even date herewith by and between the Maker and ComVest (the “Loan Agreement”). Terms defined in the Loan Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Loan Agreement.
REVOLVING CREDIT NOTERevolving Credit Note • February 27th, 2008 • Crdentia Corp • Services-help supply services
FOR VALUE RECEIVED, the undersigned, CRDENTIA CORP., a Delaware corporation (the “Maker”), hereby promises to pay to COMVEST CAPITAL, LLC, a Delaware limited liability company (“ComVest”), or registered assigns (hereinafter, collectively with ComVest, referred to as the “Payee”), on February 28, 2010 (subject to extension pursuant to Section 2.01(h) of the Loan Agreement hereinafter described, or sooner by reason of an Event of Default or other mandatory prepayment event in accordance with the Loan Agreement hereinafter described), the principal sum of Five Million Two Hundred Thousand ($5,200,000) Dollars or, if less, the aggregate unpaid principal amount of all Advances made by the Payee to the Maker pursuant to that certain Revolving Credit and Term Loan Agreement of even date herewith by and between ComVest and the Maker (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”), together with interest (computed as hereinafter provided)
