Exhibit 10.2
WAIVER OF REGISTRATION
RIGHTS
Crdentia Corp.
This Waiver (this
“ Waiver ”),
effective as of November 30, 2007, is made by and among Crdentia
Corp., a Delaware corporation (the “ Company ”), and the several
holders signatory hereto (each, a “ Holder ” and collectively, the
“ Holders ”),
with reference to the following facts:
WHEREAS , the
Company and the Holders are parties to that certain Registration
Rights Agreement dated as of October 26, 2007 (the “
Agreement ”); and
WHEREAS , pursuant
to Section 6(d) of the Agreement, and in order to increase the
likelihood that the Securities and Exchange Commission will permit
the registration of the remaining Registrable Securities under a
resale registration statement pursuant to Rule 415 under the
Securities Act of 1933, as amended (the “ Securities Act ”), the parties
desire to waive certain provisions of the Agreement with respect to
the Shares held by them (an aggregate of 11,633,334 shares of
Common Stock) and any shares that may become issuable in connection
with any stock split, dividend or other distribution,
recapitalization or similar event (collectively, the “
Waived Registrable
Securities ”).
NOW, THEREFORE ,
the parties agree as follows:
1.
Waiver .
(a)
The Company is hereby relieved from its obligations under Sections
2 and 3 of the Agreement with respect to the Waived Registrable
Securities, and shall have no obligation under the Agreement to
register the Waived Registrable Securities for resale under the
Securities Act; and
(b)
No damages shall be payable by the Company pursuant to Section 2(c)
of the Agreement or otherwise, and the Company shall not be
considered to be in breach of the Agreement, in connection with its
failure to register the Waived Registrable Securities under the
Securities Act.
2.
Future Registr a tion . If the
Company receives at any time a written request from the Holders
that the Company file a Registration Statement under the Securities
Act covering the registration of the Waived Registrable Securities,
then the Company will promptly, and in no event later than thirty
(30) days of the receipt thereof, prepare and file with the
Commission a Registration Statement covering the resale of such
Waived Registrable Securities not already covered by an existing
and effective Registration Statement or eligible for resale
pursuant to Rule 144 under
