Exhibit 10.2
CRDENTIA MERGER VOTING
AGREEMENT
This CRDENTIA MERGER VOTING
AGREEMENT (this “Agreement” ) is made and
entered into as of September 20, 2006 (the “Effective
Date” ), by and among Crdentia Corp., a Delaware
corporation ( “Crdentia” ), and MedCap
Partners L.P. and MedCap Master Fund L.P. (collectively,
“Shareholder” ).
RECITALS
A.
This Agreement is entered into in connection with that certain
Agreement and Plan of Reorganization (the “Merger
Agreement” ) dated as of September 20, 2006, by and
among iVOW, Crdentia Corp., a Delaware corporation (
“Crdentia” ), and iVOW Acquisition Corp.,
a Delaware corporation and wholly-owned subsidiary of Crdentia (
“Merger Sub” ) pursuant to which Merger
Sub will merge with and into iVOW, with iVOW continuing as the
surviving corporation of the merger and becoming a wholly-owned
subsidiary of Crdentia (the “Merger”
). Capitalized terms used in this Agreement which are not
otherwise defined herein will have the meanings given to such terms
in the Merger Agreement.
B.
As of the Effective Date of this Agreement, Shareholder owns in the
aggregate (including shares held both beneficially and of record
and other shares held either beneficially or of record) the number
of shares of Crdentia Common Stock set forth below
Shareholder’s name on the signature page of this Agreement
(all such shares together with any shares of voting stock of
Crdentia that may hereafter be acquired by Shareholder, being
collectively referred to herein as the “Subject
Shares” ).
C.
Shareholder is entering into this Agreement as a material
inducement to, and in consideration of, iVOW’s willingness to
enter into the Merger Agreement.
AGREEMENT
The parties to this Agreement,
intending to be legally bound, agree as follows:
1.
Transfer of Subject Shares .
1.1
No Disposition or Encumbrance of Subject Shares .
Shareholder agrees that,
prior to the Expiration Date, Shareholder will not, directly or
indirectly, sell, transfer, exchange, pledge or otherwise dispose
of, or in any other way reduce Shareholder’s risk of
ownership or investment in, or make any offer or agreement relating
to any of the foregoing with respect to, any Subject Shares, except
pursuant to the Merger Agreement and except for distributions of
shares to Shareholder’s limited partners, or sales of shares
with the proceeds distributed to Shareholder’s limited
partners, in the ordinary course of Shareholder’s business
consistent with the terms of the Shareholder’s Limited
Partnership Agreement made in order to satisfy Shareholder’s
obligations to its limited partners upon the redemption of fund
interests in accordance with Shareholder’s Limited
Partnership Agreement. As used herein, the term
“Expiration Date” means the earliest to
occur of (i) the Effective Time of the Merger, or (ii)
such time as the Merger Agreement or
this Agreement may be terminated in accordance with their
respective terms.
1.2
Transfer of Voting Rights . Shareholder agrees that, prior to the Expiration
Date, Shareholder will not deposit any of the Subject Shares into a
voting trust or grant a proxy or enter into an agreement of any
kind with respect to the voting of any of the Subject Shares,
except for the Proxy called for by Section 2.2 of this
Agreement.
2.
Voting of Subject Shares .
2.1
Voting Agreement . Shareholder agrees that, prior to the Expiration
Date, at any meeting of the shareholders of Crdentia, however
called, and in any action taken by the written consent of
shareholders of Crdentia without a meeting to vote as set forth
therein, Shareholder will vote the Subject Shares:
(i)
in favor of the Merger, the execution and delivery by Crdentia of
the Merger Agreement and the adoption and approval of the terms
thereof and in favor of each of the other actions and transactions
contemplated by the Merger Agreement and any action required in
furtherance hereof and thereof;
(ii)
against any action or agreement that would result in a breach of
any representation, warranty, covenant or obligation of Crdentia in
the Merger Agreement or that would preclude fulfillment of a
condition precedent under the Merger Agreement to Crdentia’s
obligations to consummate the Merger; and
(iii)
against any action which is intended, or could reasonably be
expected to, impede, interfere with, delay, postpone, discourage or
adversely affect the Merger or any of the other transactions
contemplated by the Merger Agreement or this Agreement.
Prior to the Expiration Date,
Shareholder will not enter into any agreement or understanding with
any person or entity to vote or give instructions in any manner
inconsistent with this Section 2.1 .
2.2
Proxy . Contemporaneously with the execution of this
Agreement, Shareholder will deliver to Crdentia a proxy with
respect to the Subject Shares in the form attached hereto as
Exhibit 1 , which proxy will be irrevocable to the fullest
extent permitted by law (the “Proxy” )
and will provide that Crdentia may vote the Subject Shares in
accordance with Section 2.1.
2
3.
Representations, Warranties and Covenants of Shareholder
. Shareholder
hereby represents, warrants and covenants as follows:
3.1
Authority, Enforceability . Shareholder has the capacity and the full power
and authority to enter into, execute, deliver and perform
Shareholder’s obligations under this Agreement and to make
the representations, warranties and covenants contained herein, and
that all corporate or similar action required for the
authorization, execution, delivery and the performance of all
obligations of Shareholder under this Agreement and the agreements
contemplated hereby have been obtained. This Agreement has
been duly executed and delivered by Shareholder and constitutes a
legal, valid and binding obligation of Shareholder, enforceable
against Shareholder in accordance with its terms.
3.2
Shares Owned . As of the Effective Date of this
Agreement, Shareholder owns in the aggregate (including shares held
both beneficially and of record and other shares held either
beneficially or of record) the number of shares of Crdentia Common
Stock and other securities of Crdentia set forth below
Shareholder’s name on the signat
