REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 10th, 2008 • Crdentia Corp • Services-help supply services
This Registration Rights Agreement (this “Agreement”) is made as of July , 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 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 June 30, 2013)Warrant Agreement • July 10th, 2008 • Crdentia Corp • Services-help supply services
This Warrant is issued pursuant to that certain Amended and Restated Term Loan Agreement dated as of June 30, 2008 by and between ComVest Capital, LLC and the Company (the “Loan Agreement”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 10th, 2008 • Crdentia Corp • Services-help supply services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, , a (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Crdentia Corp., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractTerm Note • July 10th, 2008 • Crdentia Corp • Services-help supply services • New York
THIS NOTE, THE MAKER’S OBLIGATIONS HEREUNDER, AND THE PAYEE’S RIGHTS HEREUNDER, ARE SUBORDINATE TO CERTAIN SENIOR INDEBTEDNESS OF THE MAKER, AS, IN THE MANNER AND TO THE EXTENT PROVIDED IN THOSE CERTAIN SUBORDINATION AGREEMENTS OF EVEN DATE HEREWITH BY AND AMONG THE PAYEE, AND CAPITAL TEMPFUNDS (AS SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME).
AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • July 10th, 2008 • Crdentia Corp • Services-help supply services
THIS AGREEMENT (this “Agreement”) is made and entered into as of the day of July, 2008, by and between COMVEST CAPITAL LLC, a Delaware limited liability company (the “Lender”), and CRDENTIA CORP., a Delaware corporation (the “Borrower”).
ContractTerm Note • July 10th, 2008 • Crdentia Corp • Services-help supply services • New York
THIS NOTE, THE MAKER’S OBLIGATIONS HEREUNDER, AND THE PAYEE’S RIGHTS HEREUNDER, ARE SUBORDINATE TO CERTAIN SENIOR INDEBTEDNESS OF THE MAKER, AS, IN THE MANNER AND TO THE EXTENT PROVIDED IN THOSE CERTAIN SUBORDINATION AGREEMENTS OF EVEN DATE HEREWITH BY AND AMONG THE PAYEE AND CAPITAL TEMPFUNDS (AS SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 10th, 2008 • Crdentia Corp • Services-help supply services • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 2, 2008, among CRDENTIA CORP., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
THIS NOTE, THE MAKER’S OBLIGATIONS HEREUNDER, AND THE PAYEE’S RIGHTS HEREUNDER, ARE SUBORDINATE TO CERTAIN SENIOR INDEBTEDNESS OF THE MAKER, AS, IN THE MANNER AND TO THE EXTENT PROVIDED IN THOSE CERTAIN SUBORDINATION AGREEMENTS OF EVEN DATE HEREWITH...Term Note • July 10th, 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 Four Hundred Thousand ($2,400,000) 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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 10th, 2008 • Crdentia Corp • Services-help supply services • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of the Acceptance Date (as defined in Exhibit B attached hereto and incorporated into this Agreement by reference, paragraph 1) is entered into between CAPITAL TEMPFUNDS, a division of CAPITAL BUSINESS CREDIT LLC, a Delaware limited liability company, with its principal place of business at 1700 Broadway, 19th Floor, New York, New York 10019, (hereinafter referred to as “TEMPFUNDS”), and Borrower (as defined in Exhibit B, paragraph 2). Borrower and TEMPFUNDS agree as follows:
