Exhibit 10.1
THIRD
AMENDMENT TO ASSET PURCHASE AGREEMENT
This Third Amendment to Asset Purchase
Agreement (this “Amendment”) is dated June 23,
2008 and is between Crdentia Corp., a Delaware corporation (“
Parent ”), CRDE Corp., a Delaware corporation and
wholly-owned subsidiary of Parent (“ CRDE ”),
and MP Health Corp., a Delaware corporation and a wholly-owned
subsidiary of CRDE (“ Acquisition Co. ”),
Medical People Healthcare Services, Inc., an Alabama
corporation (the “ Company ”), and Tommye Faust
and Amy Disney (together, the “ Shareholders
”).
The
parties all are signatories to that certain Asset Purchase
Agreement dated October 22, 2007 between all the undersigned
parties as amended (the “Original Agreement” )
and desire to enter into this Third Amendment.
The
parties therefore agree as follows:
Subsections 2.3(b)(i) and (ii) of the
Original Agreement are hereby modified in their entirety as
follows:
(b)
1. Additional Consideration. In addition to the Closing
Consideration but subject to the condition stated in subsection
(iii) below, Parent shall pay as additional Purchase Price, if
earned, an amount calculated in accordance with the following
formula (the “ Additional Consideration ”),
based on the Adjusted 2007 EBITDA Amount. The Additional
Consideration, if any, will be paid on or before
