IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re

Chapter 11

CRDENTIA CORP., et al., 1

Case No. 10-10926 (BLS)

Debtors.

(Jointly Administered)
Hearing Date: May 25, 2010 at 10:00 a.m. (E.T.)

SECOND AMENDED SUPPLEMENT TO DEBTORS JOINT

CHAPTER 11 PLAN OF REORGANIZATION
THIS IS THE SECOND AMENDED PLAN SUPPLEMENT OF THE ABOVECAPTIONED DEBTORS AND DEBTORS IN POSSESSION (THE
DEBTORS) FILED IN SUPPORT OF THE DEBTORS JOINT CHAPTER 11
PLAN OF REORGANIZATION (D.I. 135) (AS MAY BE AMENDED OR
SUPPLEMENTED, THE PLAN).2 THE DOCUMENTS CONTAINED IN
THIS AMENDED PLAN SUPPLEMENT ARE INTEGRAL TO AND PART OF
THE PLAN AND, IF THE PLAN IS CONFIRMED, SHALL BE APPROVED IN
THE CONFIRMATION ORDER.
THE HEARING TO CONSIDER
CONFIRMATION OF THE PLAN IS CURRENTLY SCHEDULED FOR MAY
25, 2010 AT 10:00 A.M. (PREVAILING EASTERN TIME).
PLEASE TAKE FURTHER NOTICE that the Debtors reserve the right to alter,
amend, modify, withdraw or supplement any document in this Plan Supplement;
provided that if any document in this Plan Supplement is altered, modified or
supplemented in any material way, the Debtors will file a blackline of such
document with the Bankruptcy Court.
PLEASE TAKE FURTHER NOTICE that any party that wishes to obtain copies
of the Plan, the Plan Supplement documents referred to on the attached list, or the
Disclosure Statement related to the Plan may download copies from the website

The Debtors, along with the last four digits of their federal tax identification numbers, are:
Crdentia Corp.(5701), ATS Universal, LLC (3980), Baker Anderson Christie, Inc. (3631), CRDE
Corp. (2509), GHS Acquisition Corporation (9736), Health Industry Professionals, LLC (4246),
HIP Holding, Inc. (3468), MP Health Corp. (4403), New Age Staffing, Inc. (1214) and Nurses
Network, Inc. (6291). The Debtors mailing address for purposes of these cases is 1964 Howell
Branch Road, Ste. 206, Winter Park, Florida 32792.
2

Capitalized terms not herein defined shall have the meaning ascribed to them in the Plan.

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maintained for these cases at the address www.omnimgt.com/sblite/crdentia or

may request copies from Omni Management Croup by phone at 818-906-8300.
[Signature follows]

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Date: May 24, 2010

Wilmington, Delaware
BAYARD, P.A.
/s/
Jamie
L.
Edmonson_______
Jamie L. Edmonson
(No. 4247)
222
Delaware
Avenue, Suite 900
Wilmington,
DE
19801
Phone: (302) 6555000
Fax: (302) 6586395
-andGERSTEN
SAVAGE, LLP
Paul Rachmuth
600 Lexington
Avenue
New York, New
York 10022
Telephone: (212)
752-9700
Facsimile: (212)
980-5192
Counsel for the
Debtors and
Debtors in
Possession

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PLAN SUPPLEMENT DOCUMENTS

Schedule 1:

Form of Restated Certificate of Incorporation For Crdentia

Corp.

Schedule 2:

Form of Restated Bylaws For Crdentia Corp.

Schedule 3:

Schedule of Crdentia Initial Board Member

Schedule 4:

Post-Effective Date Management Compensation Contracts,

if any

Schedule 5:

Schedule of Executory Contracts and unexpired Leases to

be Assumed Along with Assumption Cure Costs

Schedule 6:

Pro Forma Post-Effective Date Balance Sheet and Cash

Flow Projections

Schedule 7:

Liquidation Analysis

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SCHEDULE 1
Form of Restated Certificate of Incorporation For Crdentia Corp.
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
OF
CRDENTIA CORP.
I, the undersigned, for the purpose of restating the certificate of
incorporation of Crdentia Corp. (hereinafter referred to as the Corporation),
originally incorporated on November 10, 1997, under the name of Digivision
International, Ltd. pursuant to the General Corporation Law of the State of
Delaware (the DGCL), do hereby certify that the Corporation has duly adopted
the following Sixth Amended and Restated Certificate of Incorporation:
This Amended and Restated Certificate of Incorporation (this Certificate
of Incorporation) restates, integrates and further amends the Certificate of
Incorporation of the Corporation as heretofore amended or supplemented under
the DGCL pursuant to the Chapter 11 Plan of Reorganization (as it may be
amended from time to time, the Plan) for Crdentia Corp., confirmed by the
United States Bankruptcy Court for the District of Delaware (Bankruptcy
Court) in the case under chapter 11 of title 11 of the United States Code, as
amended from time to time, (Bankruptcy Code), commenced by the Debtor (as
defined in the Plan) in the Bankruptcy Court and styled In re Crdentia Corp.,
No.10-10926(BLS). This Certificate of Incorporation has been duly adopted in
accordance with Section 303 of the DGCL, pursuant to the authority granted to the
Corporation under Section 303 of the DGCL to put into effect and carry out the
Plan with the approval of the Bankruptcy Court under the Bankruptcy Code.
The text of the Certificate of Incorporation as heretofore, amended or
supplemented is hereby restated and further amended to read in its entirety as
follows:
FIRST: The name of the Corporation is Crdentia Corp.
SECOND: The address of the Corporations registered office in the State
of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of
New Castle, Delaware 19808. The name of its registered agent at such address is
CorpAmerica, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the DGCL.

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FOURTH: The total number of shares of stock, which the Corporation

shall have authority to issue is 1000 shares of capital stock, consisting of
1000 shares of Common Stock, par value $0.10 per share. To the extent required by
section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not be
authorized to issue any nonvoting equity securities.
FIFTH: Except as set forth in the bylaws of the Corporation (as amended
from time to time, the Bylaws) or any agreement between the Corporation and
one or more of its stockholders, the Board shall have the power to adopt, amend
or repeal the Bylaws.
SIXTH: Election of directors need not be by written ballot unless the
Bylaws so provide.
SEVENTH: The Corporation expressly elects not to be governed by
Section 203 of the DGCL.
EIGHTH:
SECTION 1. Director Liability.
(a)
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the directors duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended to authorize
corporate action further eliminating or limiting the personal liability of directors,
then the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the DGCL, as so amended.
(b)
Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the Corporation existing at
the time of such repeal or modification.
SECTION 2. Indemnification
(a)
Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
otherwise involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (hereinafter a
proceeding), by reason of the fact that such person is or was a director.
officer, employee or agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, employee benefit plan or other

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enterprise (hereinafter an indemnitee), whether the basis of such proceeding is

alleged action in an official capacity or in any other capacity, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by the DGCL, as the same exists or may hereafter be amended (but, in the case of
such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), provided that, except as
otherwise provided in the Bylaws, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the board of
directors of the Corporation. The indemnitee shall also have the right to be paid by
the Corporation the expenses incurred in connection with any such proceeding
in advance of its final disposition to the fullest extent authorized by the DGCL
and the Bylaws. The rights to indemnification and advancement conferred in
this Article EIGHTH shall be contract rights.
Subject to the Bylaws, the Corporation may, by action of its
(b)
Board, provide indemnification and advancement of expenses to such directors,
officers, employees and agents of the Corporation to such extent and to such
effect as the Board shall determine to be appropriate and authorized by the
DGCL.
SECTION 3. Insurance. The Corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any expense, liability or
loss asserted against such person and incurred by such person in any such
capacity or arising out of such persons status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the DGCL.
SECTION 4. Exclusivity. The rights and authority conferred in this
Article EIGHTH shall not be exclusive of any other right which any person may
otherwise have or hereafter acquire.
SECTION 5. Absolute Protection . Neither the amendment nor repeal of
this Article EIGHTH, nor the adoption of any provision of this Certificate of
Incorporation or the Bylaws, nor, to the fullest extent permitted by the DGCL, any
modification of law, shall adversely affect any right or protection of any person
granted pursuant hereto existing at, or arising out of or related to any event, act or
omission that occurred prior to, the time of such amendment, repeal, adoption or
modification (regardless of when any proceeding (or part thereof) relating to such
event, act or omission arises or is first threatened, commenced or completed).

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NINTH: The Corporation reserves the right to amend this Certificate of

Incorporation in any manner permitted by the DGCL and all rights and powers
conferred herein on stockholders, directors and officers, if any, are subject to this
reserved power.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Incorporation this _____ day _______, 2010
CRDENTIA CORP.
A Delaware corporation

_____________________
Name:
Title

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SCHEDULE 2
Form of Restated Bylaws For Crdentia Corp.

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AMENDED AND RESTATED BYLAWS

OF
CRDENTIA CORP.

ARTICLE 1
OFFICES
Section 1.01. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 1.02. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation
may require.
Section 1.03. Books. The books of the Corporation may be kept within or
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the Corporation may require.

ARTICLE 2
MEETINGS OF STOCKHOLDERS
Section 2.01. Time and Place of Meetings. All meetings of stockholders
shall be held at such place, either within or without the State of Delaware, on such
date and at such time as may be determined from time to time by the Board of
Directors (or the Chairman in the absence of a designation by the Board of
Directors).
Section 2.02. Annual Meetings. Unless directors are elected by written
consent in lieu of an annual meeting as permitted by the General Corporation Law
of the State of Delaware as the same exists or may hereafter be amended
(Delaware Law), an annual meeting of stockholders, commencing with the
year 2011, shall be held for the election of directors and to transact such other
business as may properly be brought before the meeting. Stockholders may,
unless the amended and restated certificate of incorporation of the Corporation
(the Certificate of Incorporation) otherwise provides, act by written consent to
elect directors.

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Section 2.03. Special Meetings. Special meetings of stockholders may be

called by the Board of Directors or the Chairman of the Board and shall be called
by the Secretary at the request in writing of holders of record of at least twentyfive percent of the outstanding capital stock of the Corporation entitled to vote.
Section 2.04. Director Nominations. Nominations of candidates for
election as directors of the Corporation at any annual meeting may be made only
(a) by, or at the direction of, a majority of the Board of Directors or (b) at any
such annual meeting, by any holder of record of any shares of the capital stock of
the Corporation entitled to vote at such annual meeting who complies with the
requirements set forth in these Bylaws.
Section 2.05. Notice of Meetings and Adjourned Meetings; Waivers of
Notice.
(a) Whenever stockholders are required or permitted to take any action at
a meeting, a written notice of the meeting shall be given which shall state the
place, if any, date and hour of the meeting, the means of remote communications,
if any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such meeting, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called. Unless otherwise provided by
Delaware Law, such notice shall be given not less than 10 nor more than 60 days
before the date of the meeting to each stockholder of record entitled to vote at
such meeting. Unless these Bylaws otherwise require, when a meeting is
adjourned to another time or place (whether or not a quorum is present), notice
need not be given of the adjourned meeting if the time, place, if any, and the
means of remote communications, if any, by which stockholders and proxy
holders may be deemed to be present in person and vote at such meeting, are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 30 days, or
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
(b)
A written waiver of any such notice signed by the person entitled
thereto, or a waiver by electronic transmission by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends the meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in the
notice.

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Section 2.06. Quorum. Unless otherwise provided under the Certificate

of Incorporation or these Bylaws and subject to Delaware Law, the presence, in
person or by proxy, of the holders of a majority of the outstanding capital stock of
the Corporation entitled to vote at a meeting of stockholders shall constitute a
quorum for the transaction of business. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders present
in person or represented by proxy shall adjourn the meeting, without notice other
than announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 2.07. Voting.
(a)
Unless otherwise provided in the Certificate of Incorporation and
subject to Delaware Law, each stockholder shall be entitled to one vote for each
outstanding share of capital stock of the Corporation held by such stockholder.
Any share of capital stock of the Corporation held by the Corporation shall have no
voting rights. Except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, in all matters other than the election of directors, the affirmative
vote of the majority of the shares of capital stock of the Corporation present in
person or represented by proxy at the meeting and entitled to vote on the subject
matter shall be the act of the stockholders. Subject to the rights of the holders of
any series of preferred stock to elect additional directors under specific
circumstances, directors shall be elected by a plurality of the votes of the shares of
capital stock of the Corporation present in person or represented by proxy at the
meeting and entitled to vote on the election of directors.
(b)
Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to a corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy,
appointed by an instrument in writing, subscribed by such stockholder or by his
attorney thereunto authorized, or by proxy sent by cable, telegram or by any
means of electronic communication permitted by law, which results in a writing
from such stockholder or by his attorney, and delivered to the secretary of the
meeting. No proxy shall be voted after three (3) years from its date, unless said
proxy provides for a longer period.
(c)
Votes may be cast by any stockholder entitled to vote in person or
by his proxy. In determining the number of votes cast for or against a proposal or
nominee, shares abstaining from voting on a matter (including elections) will not
be treated as a vote cast.
Section 2.08. Action by Consent.
(a) Unless otherwise provided in the Certificate of Incorporation, any
action required to be taken at any annual or special meeting of stockholders, or
any action which may be taken at any annual or special meeting of stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
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3

consent or consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding capital stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted and shall be
delivered to the Corporation by delivery to its registered office in Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporations registered office shall be by hand
or by certified or registered mail, return receipt requested. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
and who, if the action had been taken at a meeting, would have been entitled to
notice of the meeting if the record date for such meeting had been the date that
written consents signed by a sufficient number of stockholders to take the action
were delivered to the Corporation as provided in Section 2.08(b).
(b)
Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the earliest
dated consent delivered in the manner required by this section and Delaware Law
to the Corporation, written consents signed by a sufficient number of holders to
take action are delivered to the Corporation by delivery to its registered office in
Delaware, its principal place of business or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporations registered office shall be by hand
or by certified or registered mail, return receipt requested.
Section 2.09. Organization. At each meeting of stockholders, the Chief
Executive Officer, if one shall have been appointed, or in the Chief Executive
Officers absence or if one shall not have been elected, the Chairman, shall act
as chairman of the meeting. The Secretary (or in the Secretarys absence or
inability to act, the person whom the chairman of the meeting shall appoint
secretary of the meeting) shall act as secretary of the meeting and keep the
minutes thereof.
Section 2.10. Order of Business. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting.

ARTICLE 3
DIRECTORS
Section 3.01. General Powers. Except as otherwise provided in Delaware
Law or the Certificate of Incorporation, the business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.

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Section 3.02. Number, Election and Term Of Office. The initial number
of directors, which shall constitute the whole Board shall be one. Thereafter, the
number of directors which shall constitute the whole Board shall be fixed from
time to time by resolution of the Board of Directors but shall not be less than
one or more than nine. The directors shall be elected at the annual meeting of the
stockholders by written ballot, except as provided in Section 2.02 and Section 3.12
herein, and each director so elected shall hold office until such directors
successor is elected and qualified or until such directors earlier death,
resignation or removal. Directors need not be stockholders.
Section 3.03. Quorum and Manner of Acting. Unless the Certificate of
Incorporation or these Bylaws require a greater number, a majority of the total
number of directors shall constitute a quorum for the transaction of business, and
the affirmative vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors. When a meeting is
adjourned to another time or place (whether or not a quorum is present), notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Board of Directors may transact any business which might have been
transacted at the original meeting. If a quorum shall not be present at any
meeting of the Board of Directors the directors present thereat shall adjourn the
meeting, from time to time, without notice other than announcement at the
meeting, until a quorum shall be present, the directors present thereat may
reschedule the meeting for another time or place and at such rescheduled meeting,
the Board of Directors may transact any business which might have been
transacted at the original meeting.
Section 3.04. Time and Place of Meetings. The Board of Directors shall
hold its meetings at such place, either within or without the State of Delaware,
and at such time as may be determined from time to time by the Board of
Directors (or the Chairman in the absence of a determination by the Board of
Directors).
Section 3.05. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders, on the
same day and at the same place where such annual meeting shall be held. Notice
of such meeting need not be given. In the event such annual meeting is not so
held, the annual meeting of the Board of Directors may be held at such place
either within or without the State of Delaware, on such date and at such time as
shall be specified in a notice thereof given as hereinafter provided in Section 3.07

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herein or in a waiver of notice thereof signed by any director who chooses to

waive the requirement of notice.
Section 3.06. Regular Meetings. After the place and time of regular
meetings of the Board of Directors shall have been determined and notice thereof
shall have been once given to each member of the Board of Directors, regular
meetings may be held without further notice being given.
Section 3.07. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or Chief Executive
Officer and shall be called by the Chairman of the Board, Chief Executive
Officer or Secretary on the written request of three directors. Notice of special
meetings of the Board of Directors shall be given to each director at least 48
hours before the date of the meeting in such manner as is determined by the Board
of Directors.
Section 3.08. Committees. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to the following matter: (a) approving or adopting, or recommending to
the stockholders, any action or matter expressly required by Delaware Law to be
submitted to the stockholders for approval or (b) adopting, amending or repealing
any bylaw of the Corporation. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.
Section 3.09. Action by Consent. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions, are filed with the minutes of proceedings of the Board of Directors
or committee. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form.

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Section 3.10. Telephonic Meetings. Unless otherwise restricted by the

Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or such committee, as the case may be, by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
Section 3.11. Resignation. Any director may resign at any time by giving
notice in writing or by electronic transmission to the Board of Directors or to the
Secretary of the Corporation. The resignation of any director shall take effect
upon receipt of notice thereof or at such later time as shall be specified in such
notice; and unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 3.12. Vacancies. Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all the stockholders
having the right to vote as a single class may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. Whenever the holders of any class or classes of stock or series thereof
are entitled to elect one or more directors by the Certificate of Incorporation,
vacancies and newly created directorships of such class or classes or series may
be filled by a majority of directors elected by such class or classes or series
thereof then in office, or by a sole remaining director so elected. Each director so
chosen shall hold office until his or her successor is elected and qualified, or until
his or her earlier death, resignation or removal. If there are no directors in office,
then an election of directors may be held in accordance with Delaware Law.
Unless otherwise provided in the Certificate of Incorporation, when one or more
directors shall resign from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have the
power to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in the filling of other vacancies.
Section 3.13. Removal. Except as otherwise provided in the Certificate of
Incorporation, any director or the entire Board of Directors may be removed, with
or without cause, at any time by the affirmative vote of the holders of a majority
of the outstanding capital stock of the Corporation then entitled to vote at any
election of directors and the vacancies thus created may be filled in accordance
with Section 3.12 herein.
Section 3.14. Compensation. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, and, the Board of Directors shall
have authority to fix the compensation of directors, including fees and
reimbursement of expenses.

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ARTICLE 4
OFFICERS
Section 4.01. Principal Officers. The principal officers of the
Corporation shall be a Chief Executive Officer, Chief Financial Officer and a
Secretary. The Corporation may also have such other principal officers, including
one or more vice presidents, treasurers and controllers, as the Board may in its
discretion appoint. Except as provided by Delaware Law, one person may hold the
offices and perform the duties of any two or more of said offices.
Section 4.02. Election, Term of Office and Remuneration. The principal
officers of the Corporation shall be elected annually by the Board of Directors at
the annual meeting thereof. Each such officer shall hold office until his or her
successor is elected and qualified, or until his or her earlier death, resignation or
removal. The remuneration of all officers of the Corporation shall be fixed by the
Board of Directors. Any vacancy in any office shall be filled in such manner as
the Board of Directors shall determine.
Section 4.03. Subordinate Officers. In addition to the principal officers
enumerated in Section 4.01 herein, the Corporation may have one or more
assistant treasurers, assistant secretaries and assistant controllers and such other
subordinate officers, agents and employees as the Board of Directors may deem
necessary, each of whom shall hold office for such period as the Board of Directors
may from time to time determine. The Board of Directors may delegate to any
principal officer the power to appoint and to remove any such subordinate officers,
agents or employees.
Section 4.04. Removal. Except as otherwise permitted with respect to
subordinate officers, any officer may be removed, with or without cause, at any
time, by resolution adopted by the Board of Directors.
Section 4.05. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors (or to a principal officer if the Board of
Directors has delegated to such principal officer the power to appoint and to
remove such officer). The resignation of any officer shall take effect upon receipt
of notice thereof or at such later time as shall be specified in such notice; and
unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 4.06. Chief Executive Officer. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision, direction
and control of the business and the officers of the Corporation. The Chief
Executive Officer shall preside at all meeting of the stockholders, and, in the
absence or nonexistence of a Chairman of the Board, the Chief Executive Officer
shall preside at all meetings of the Board of Directors. The Chief Executive
Officer shall have the general powers and duties of management usually vested in
{BAY:01542044v3}

the chief executive officer of a Corporation, including general supervision,

direction and control of the business and supervision of other officers of the
Corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or these Bylaws.
The Chief Executive Officer shall, without limitation, have the authority to
execute bonds, mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted y the law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors o some other officer or agent of the
Corporation.
Section 4.07. President. Subject to such supervisory powers as may be
given by these Bylaws or the Board of Directors to the Chairman of the Board or
the Chief Executive Officer, if there be such officers, the President shall, subject to
the direction of the Board of Directors, have general supervision and direction and
control of the Corporation's business and supervision of other officers of the
Corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or these Bylaws. In the event a Chief Executive Officer
shall not be appointed, the President shall have the duties of such office.
Section 4.08. Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside, when present, at all meetings of the Board of Directors and
when present and in the absence of the Chief Executive Officer, shall preside at all
meetings of the stockholders. The Chairman of the Board shall have such other
powers and shall perform such other duties as the Board of Directors may from
time to time designate.
Section 4.09. Chief Financial Officer. The Chief Financial Officer shall act
as Treasurer and have custody of the corporate funds and securities and shall keep
full and accurate accounts of the receipts and disbursement in books belonging to
the Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated by
the Board of Directors. The Chief Financial Officer may alternatively be
designated by the title Treasurer.
The Chief Financial Officer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper voucher for such
disbursements, and shall render to the Chief Executive Officer or if there be no
Chief Executive Officer, the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his or her
transactions as Chief Financial Officer and of the financial condition of the
Corporation.
If required by the Board of Directors, the Chief Financial Officer shall give
the Corporation a bond (which shall be renewed every six years or as required by
applicable law) in such sum and with such surety or sureties as shall e satisfactory
to the Board of Directors for the faithful performance of the duties of his or her
office and for the restoration to the Corporation, in case of his or her death,
{BAY:01542044v3}
9

resignation, retirement or removal form office, of all books, papers, voucher,

money, and the property of whatever kind in the Chief Financial Officers
possession or under his or her control belonging to the Corporation.
Section 4.10. Vice President. The Vice President, or if there shall be more
than one, the Vice Presidents in the order determined by the Board of Directors,
shall, in the absence or disability of the President, act with all the powers and be
subject to all the restrictions of the President. The Vice President shall have such
powers and shall perform such duties as the Board of Directors, Chief Executive
Officer or the President may from time to time prescribe.
Section 4.11. Secretary. The Secretary shall attend all meetings of the
Board of Directors, all meetings of the committees thereof and all meetings of the
stockholders and record all the proceedings of the meetings in a book or books to
be kept for that purpose. Under the Chief Executive Officers or Presidents
supervision, the Secretary shall give, or cause to be given, all notices required to be
given by these Bylaws or by law; shall have such powers and perform such duties
as the Board of Directors, the Chief Executive Officer, the President or these
Bylaws may, from time to time, prescribe; and shall have custody of the seal of the
Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix
the seal of the Corporation to any instrument requiring it and when so affixed, it
may be attested by his or her signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other officer
to affix the seal of the Corporation an to attest the affixing by his or her signature.
Section 4.12. Powers and Duties. Unless otherwise specified in these
Bylaws, the officers of the Corporation shall have such powers and perform such
duties incident to each of their respective offices and such other duties as may from
time to time be conferred upon or assigned to them by the Board of Directors.
Section 4.13. Absence or Disability. In the case of the absence or disability
of any officer of the Corporation and of any person hereby authorized to act in
such officers place during such officers absence or disability, the Board of
Directors may delegate the powers and duties of such officer to any officer or to
any Director, or to any other person who it may select.

ARTICLE 5
CAPITAL STOCK
Section 5.01. Uncertificated Shares. The shares of the Corporation shall
be uncertificated shares, provided that the Board of Directors of the Corporation
may provide by resolution or resolutions that some or all of any or all classes or
series of its stock shall be certificated shares. Except as otherwise provided by
law, the rights and obligations of the holders of uncertificated shares and the
rights and obligations of the holders of shares represented by certificates of the
same class and series shall be identical. Every holder of stock represented by
certificates shall be entitled to have a certificate signed by, or in the name of the
{BAY:01542044v3}

10

Corporation by the Chairman, or the Chief Executive Officer or the President or Vice
President, and by the Chief Financial Officer or Treasurer or the Secretary of the
Corporation representing the number of shares registered in certificate form.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or registrar at
the date of issue. The Corporation shall not have power to issue a certificate in
bearer form.
The Corporation may issue partly paid shares. In such case, a notation on
the Corporations books shall be made, or, in the case of an actual certificate
issued to represent any such partly paid shares, a notation on the face or back of
such certificate, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.
If the Corporation shall be authorized to issue more than one class of stock
or more than one series of any class , the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back of the
certificate, which the Corporation shall issue to represent such class or series of
stock, provided that, except as otherwise provided in Section 202 of the General
Corporation Law of the State of Delaware, in lieu of the foregoing requirements,
there may be set forth o the face or aback of the certificate, which the Corporation
shall issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
Section 5.02. Transfer Of Shares. Shares of the stock of the Corporation
may be transferred on the record of stockholders of the Corporation by the
holder thereof or by such holders duly authorized attorney upon surrender of a
certificate therefor properly endorsed or upon receipt of proper transfer instructions
from the registered holder of uncertificated shares or by such holders duly
authorized attorney and upon compliance with appropriate procedures for
transferring shares in uncertificated form, unless waived by the Corporation.

{BAY:01542044v3}

11

Section 5.03. Authority for Additional Rules Regarding Transfer. The Board of
Directors shall have the power and authority to make all such rules and regulations as they may
deem expedient concerning the issue, transfer and registration of certificated or uncertificated
shares of the stock of the Corporation, as well as for the issuance of new certificates in lieu of those
which may be lost or destroyed, and may require of any stockholder requesting replacement of lost
or destroyed certificates, bond in such amount and in such form as they may deem expedient to
indemnify the Corporation, and/or the transfer agents, and/or the registrars of its stock against
any claims arising in connection therewith.
Section 5.04. Registered Stockholders. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.
Section 5.03. Lost Certificates. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates theretofore issued by the
Corporation allege to have been lost, stolen or destroyed, on the making of an affidavit of
that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate r certificates, the Board of Directors may, in its
discretion and a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or the owners legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the Corporation wit
respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE 6
INDEMNIFICATION
Section 6.01. Indemnification of Directors and Executive Officers. The Corporation shall indemnify
its Directors and executive officers to the fullest extent not prohibited by Delaware Law; provided,
however, that the Corporation may limit the extent of such indemnification by individual contracts with its
Directors and executive officers; and, provided, further, that the Corporation shall not be required to indemnify
any Director or executive officer in connection with any proceeding (or part thereof) initiated by such
person or any proceeding by such person against the Corporation or its Directors, officers, employees or
other agents unless (a) such indemnification is expressly required to be made by law, (b) the proceeding
was authorized by the Board of Directors of the Corporation, and (c) such indemnification is provided by
the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under Delaware
Law.
Section 6.02. Indemnification of Other Officers, Employees and Other Agents. The Corporation
shall have power to indemnify its other officers, employees and other agents to the fullest extent permitted by
Delaware Law.

{BAY:01542044v3}

Section 6.03. Good Faith.

(a)
For purposes of any determination under these Bylaws, a Director or officer shall be
deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action or proceeding, to have had no
reasonable cause to believe that his or her conduct was unlawful, if such Director's or officer's action is
based on information, opinions, reports and statements, including financial statements and other financial
data, in each case prepared or presented by:
(i)
one or more officers or employees of the Corporation whom the Director or
executive officer believed to be reliable and competent in the matters presented;
(ii)
counsel, independent accountants or other persons as to matters which the Director or
executive officer believed to be within such person's professional competence; and
(iii)
with respect to a Director, a committee of the Board of Directors upon which such
Director does not serve, as to matters within such committee's designated authority, which committee the
Director believes to merit confidence; so long as, in each case, the Director or executive officer acts without
knowledge that would cause such reliance to be unwarranted.
(b)
The termination of any proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal proceeding, that such person had reasonable cause to
believe that his or her consent was unlawful.
(c)
The provisions of this Section 6.03 shall not be deemed to be exclusive or to limit in any
way the circumstances in which a person may be deemed to have met the applicable standard of conduct
set forth by Delaware Law.
Section 6,04. Expenses. The Corporation shall advance, prior to the final disposition of any
proceeding, promptly following request therefor, all expenses incurred by any Director, officer, employee,
or agent in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to
repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified
under these Bylaws or otherwise.
Notwithstanding the foregoing, unless otherwise determined pursuant to this Section 6.04 of these
Bylaws, no advance shall be made by the Corporation if a determination is reasonably and promptly made
(a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to
the proceeding, or, (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion, that the facts known to the decisionmaking party at the time such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best
interests of the Corporation.
Section 6.05. Enforcement. Without the necessity of entering into an express contract, all rights to
indemnification and advances to Directors and officers under these Bylaws shall be deemed to be
contractual rights and be effective to the same extent and as if provided for in a contract between the

{BAY:01542044v3}

Corporation and the Director or officer. Any right to indemnification or advances granted by these
Bylaws to a Director or officer shall be enforceable by or on behalf of the person holding such right in any
court of competent jurisdiction if (a) the claim for indemnification or advances is denied, in whole or in part,
or (b) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in
such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of
prosecuting his or her claim. The Corporation shall be entitled to raise as a defense to any such action that
the claimant has not met the standards of conduct that make it permissible under Delaware Law for the
Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct set forth in Delaware Law,
nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel
or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable standard of conduct.
Section 6.06. Non-Exclusivity of Rights. The rights conferred on any person by these Bylaws
shall not be exclusive of any other right which such person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, as amended from time to time, Bylaws, agreement,
vote of stockholders or disinterested Directors or otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding office. The Corporation is specifically authorized to
enter into individual contracts with any or all of its Directors, officers, employees or agents respecting
indemnification and advances, to the fullest extent not prohibited by Delaware Law.
Section 6.07. Survival of Rights. The rights conferred on any person by these Bylaws shall continue as
to a person who has ceased to be a Director, officer, employee or other agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
Section 6.08, Insurance. To the fullest extent permitted by Delaware Law, the Corporation, upon
approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted
to be indemnified pursuant to these Bylaws.
Section 6.09. Amendments. Any repeal or modification of these Bylaws shall only be prospective
and shall not affect the rights under these Bylaws in effect at the time of the alleged occurrence of any
action or omission to act that is the cause of any proceeding against any agent of the Corporation.
Section 6.10. Saving Clause. If these Bylaws or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each
Director and officer to the full extent not prohibited by any applicable portion of these Bylaws that shall not
have been invalidated, or by any other applicable law.
Section 6.11. Certain Definitions. For the purposes of these Bylaws, the following definitions shall
apply:
(a)
The term "proceeding" shall be broadly construed and shall include, without limitation, the
investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of the
testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative.
(b)
The term "expenses" shall be broadly construed and shall include, without limitation, court
costs, attorneys' fees, witness fees, fines, including ERISA excise taxes or penalties and amounts

{BAY:01542044v3}

paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in
connection with any proceeding.
(c)
The term the "Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power and authority to indemnify its
Directors, officers, and employees or agents, so that any person who is or was a Director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of such constituent corporation
as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of these Bylaws with respect to the
resulting or surviving corporation as such person would have with respect to such constituent corporation if
its separate existence had continued.
(d)
References to a "Director," "officer," "employee," or "agent" of the Corporation shall include,
without limitation, situations where such person is serving at the request of the Corporation as a Director,
officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other
enterprise.
(e)
References to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any service as a Director, officer,
employee or agent of the Corporation which imposes duties on, or involves services by, such Director,
officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries;
and a person who acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the Corporation" as referred to in these Bylaws.

ARTICLE 7
GENERAL PROVISIONS
Section 7.01. Fixing the Record Date.
(a)
In order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may
fix a record date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record date shall not be
more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided that the Board of Directors may fix a new record date for the adjourned
meeting.

{BAY:01542044v3}

(b)
In order that the Corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix a record date,
which record date shall not precede the date upon, which the resolution fixing the record date is
adopted by the Board of Directors, and which date shall not be more than 10 days after the date
upon which the resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for determining
stockholders entitled to consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is required by Delaware Law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in Delaware, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporations registered office
shall be by hand or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of Directors is required
by Delaware Law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.
(c)
In order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for
the purpose of any other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date is adopted, and
which record date shall be not more than 60 days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution relating thereto.
Section 7.02. Dividends. Subject to limitations contained in Delaware Law and the
Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the
shares of capital stock of the Corporation, which dividends may be paid either in cash, in
property or in shares of the capital stock of the Corporation.
Section 7.03. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors.
Section 7.04. Corporate Seal. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words Corporate Seal, Delaware. The seal
may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise
reproduced.
Section 7.05. Voting of Stock Owned by the Corporation. The Board of Directors may
authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used
at any meeting of stockholders of any corporation (except this Corporation) in which the
Corporation may hold stock.

{BAY:01542044v3}

Section 7.06. Execution of Corporate Instruments. All checks and demands for money
and notes of the Corporation shall be signed by such officer or officers or such other person or
persons ask the Board of Directors may from time to time designate.
Section 7.07. Amendments. Except as otherwise provided in the Certificate of
Incorporation, these Bylaws or any of them, may be altered, amended or repealed, or new Bylaws
may be made, by the stockholders entitled to vote thereon at any annual or special meeting
thereof or by the Board of Directors.
May , 2010

{BAY:01542044v3}

SCHEDULE 3
Schedule of Crdentias Initial Board Member and Officers
Director:
Robert OSullivan
Officers:
Joe Raymond, CEO
Rebecca Irish, CFO
Randall Turnbull, VP Clinical Compliance

{BAY:01542044v3}

SCHEDULE 4
Post-Effective Date Management Compensation Contracts, if any
]

{BAY:01542044v3}

SCHEDULE 5
Schedule of Executory Contracts and unexpired Leases to be Assumed
Along with Assumption Cure Costs

{BAY:01542044v3}

Crdentia
Executory Contract and Unexpired Lease Assumption Schedule
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Only My Meals , Inc

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Pro Forma Post-Effective Date Balance Sheet and Cash Flow Projections

{BAY:01542044v3}

SCHEDULE 6
Pro Forma Post-Effective Date Balance Sheet and Cash Flow Projections

{BAY:01542044v3}

In re Crdentia Corp, et al,

Case No. 10-10926(BLS)(Jointly Administered)

Debtor

BALANCE SHEET

ASSETS
CURRENT ASSETS
Unrestricted Cash and Equivalents
Accounts Receivable, net of allowance for doubtful accounts
Other Current Assets
TOTAL CURRENT ASSETS
PROPERTY AND EQUIPMENT
Furniture, Fixtures and Office Equipment
Leasehold Improvements
Less Accumulated Depreciation
TOTAL PROPERTY & EQUIPMENT
OTHER ASSETS
Intangible and other assets
TOTAL OTHER ASSETS
TOTAL ASSETS

LIABILITIES AND OWNER EQUITY

LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition)
Accounts Payable
Taxes Payable
Wages Payable
Secured Debt / Adequate Protection Payments - DIP Financing Net Activity
Professional Fees
Amounts Due to Insiders*
Other Postpetition Liabilities (attach schedule)
TOTAL POST-PETITION LIABILITIES
LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)
Secured Debt
Priority Debt
Unsecured Debt
Other
TOTAL PRE-PETITION LIABILITIES

PRE-CONFIRMATION
ESTIMATED
6/1/2010
$
65,000
2,500,000
500,000
3,065,000

POST-CONFIRMATION
PRO FORMA
ADJUSTMENTS
6/1/2010
$
65,000
2,500,000
500,000
3,065,000

1,375,000
54,914
(1,263,822)
166,092

1,375,000
54,914
(1,263,822)
166,092

3,621,312
3,621,312
$

6,852,404

50,000
80,000
400,000
322,000
113,000
69,250

*"Insider" is defined in 11 U.S.C. Section 101(31).

(199,096)
(199,096)

3,422,216
3,422,216

(199,096) $

6,653,308

50,000
80,000
400,000
522,000
113,000
1,165,000

200,000
(69,250)

1,034,250

TOTAL LIABILITIES
OWNER EQUITY
Capital Stock
Additional Paid-In Capital
Owner's Equity Account - Post-petition
Retained Earnings - Pre-Petition
Retained Earnings - Post-Petition
Adjustments to Owner Equity (attach schedule)
Post-petition Contributions (Distributions) (Draws) (attach schedule)
NET OWNER EQUITY
TOTAL LIABILITIES AND OWNERS' EQUITY

130,750

19,081,955
250,000
5,471,809
(1,292,972)
23,510,792

(19,081,955)
(250,000)
(5,471,809)
1,292,972
(23,510,792)

24,545,042

(23,380,042)

1,165,000

5,451
148,372,666
(165,207,326)
(863,429)

(5,451)
(148,372,666)
5,488,308
165,207,326
863,429

(17,692,638)

23,180,946

5,488,308
5,488,308

6,852,404

(199,096) $

6,653,308

Actual
Total for
Partial Month
3/31/2010

Cash Flow Projection

Beginning Cash Balances (3/18/10 for March)

75,253

Projected
Total for
Month ended
4/30/2010
$

38,335

Projected
Total for
Month ended
5/31/2010
$

59,000

Projected
Total for
Month ended
6/30/2010
$

Projected
Total for
Month ended
7/31/2010

102,540

80

Projected
Total for
Month ended
8/31/2010
$

44,620

Projected
Total for
Month ended
9/30/2010
$

26,231

Projected
Total for
Month ended
10/31/2010
$

32,842

Projected
Total for
Month ended
11/30/2010
$

14,453

Cash Receipts:
Receipts - See collections below
Miscellaneous deposits
Cash In

400,000

1,595,000

1,550,000

1,650,000

1,650,000

1,600,000

1,675,000
-

1,700,000
-

1,700,000
-

400,000

1,595,000

1,550,000

1,650,000

1,650,000

1,632,071

1,707,071

1,732,071

1,732,071

Cash Disbursements:
WIRES/ACH DIRECT DEBITS:
Financing, Advances and Other
Bank Service Charge
Restructuring Costs
Other wires / ACH/ Transfers
Health / Dental / Life Insurance claims
Financing, Advances and Other subtotal
Payroll
Payroll
Daily Pay
401(k) AUTODEBIT
Payroll Fees
Payroll subtotal
Checks
Workers Comp Premium
D&O Insurance
General Liability/Other Insurance
Office Rent
Other Accounts Payable
Checks subtotal

(224)
(59,678)
(59,902)

(1,500)
(250,000)
(55,000)
(306,500)

(1,500)

(1,500)

(1,500)

(1,500)

(1,500)

(59,678)
(131,678)

(1,500)
(50,000)
(55,000)
(106,500)

(55,000)
(56,500)

(50,000)
(51,500)

(50,000)
(51,500)

(50,000)
(51,500)

(50,000)
(51,500)

(192,338)

(1,200,000)
(52,600)
(3,000)
(1,255,600)

(1,200,000)
(51,000)
(3,000)
(1,254,000)

(1,250,000)
(47,000)
(3,000)
(1,300,000)

(1,300,000)
(50,000)
(3,000)
(1,353,000)

(1,350,000)
(50,000)
(3,000)
(1,403,000)

(1,400,000)
(50,000)
(3,000)
(1,453,000)

(1,450,000)
(50,000)
(3,000)
(1,503,000)

(1,450,000)
(50,000)
(3,000)
(1,503,000)

(64,828)
(119,850)
(184,678)

(18,000)
(3,460)
(24,500)
(141,097)
(187,057)

(18,000)
(3,460)
(24,500)
(100,000)
(145,960)

(18,000)
(3,460)
(24,500)
(100,000)
(145,960)

(18,000)
(3,460)
(50,000)
(24,500)
(100,000)
(195,960)

(18,000)
(3,460)
(50,000)
(24,500)
(100,000)
(195,960)

(18,000)
(3,460)
(50,000)
(24,500)
(100,000)
(195,960)

(18,000)
(3,460)
(50,000)
(24,500)
(100,000)
(195,960)

(50,000)
(24,500)
(100,000)
(174,500)

(436,918)

(1,574,335)

(1,506,460)

(1,752,460)

(1,605,460)

(1,650,460)

(1,700,460)

(1,750,460)

(1,729,000)

(192,338)

Cash Out
Ending Cash Balances
ACTUAL

(2,000)
(70,000)

38,335

59,000

102,540

80

44,620

26,231

32,842

14,453

17,524

Total Cash Collected

Cash from DIP Financing (Comvest)
Net (borrowing) from DIP for month

654,960
400,000
254,960

1,167,735
1,595,000
(427,265)

1,250,000
1,550,000
(300,000)

1,350,000
1,650,000
(300,000)

1,450,000
1,650,000
(200,000)

1,550,000
1,600,000
(50,000)

1,650,000
1,675,000
(25,000)

1,700,000
1,700,000
-

1,700,000
1,700,000
-

Cumulative DIP position

254,960

(172,305)

(472,305)

(772,305)

(972,305)

(1,022,305)

(1,047,305)

(1,047,305)

(1,047,305)

Projected
Total for
Month ended
12/31/2010
$

17,524

1,750,000
1,782,071

(1,500)
(142,000)
(50,000)
(193,500)
(1,350,000)
(60,000)
(3,000)
(1,413,000)

(50,000)
(24,500)
(100,000)
(174,500)
(1,781,000)
$

18,594

1,750,000
1,750,000
(1,047,305)

SCHEDULE 7
Liquidation Analysis

{BAY:01542044v3}








 


  

 






 







 






 

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In re Crdentia Corp, et al,

Case No. 10-10926(BLS)(Jointly Administered)

Debtor

LIQUIDATION ANALYSIS

Unrestricted Cash and Equivalents

$
Accounts Receivable (Net)
Other Current Assets (Prepaid Insurances, Rent, Other Current Assets)
TOTAL CURRENT ASSETS, NET
Furniture, Fixtures and Office Equipment (Net)
Intangible Assets
Other Assets (Debt Issuance Costs & Deposits)
TOTAL LONG TERM ASSETS, NET
TOTAL PROCEEDS AVAILABLE FOR DISTRIBUTION $

Wind Down Costs

3/31/2010 Notes
38,335
(1)
2,414,244
(2)
580,985
(3)
3,033,564
169,210
3,428,082
253,350
3,850,642
6,884,206

(4)
(5)
(3)

PERCENT RECOVERY
LOW
HIGH
100%
100%
70%
90%
40%
60%

15%
5%
5%

RECOVERY AMOUNT
LOW
HIGH
38,335
38,335
1,689,971
2,172,820
232,394
348,591
1,960,700
2,559,746

25%
20%
10%
$

25,382
171,404
12,668
209,453
2,170,153

42,303
685,616
25,335
753,254
3,313,000

(6)

Wind Down Costs (Operating Expenses & Professional Fees)

Trustee Fees
Cost of liquidation of equipment and moving
TOTAL WIND DOWN COSTS

(95,000)
(15,000)
(36,000)
(146,000)

NET PROCEEDS AVAILABLE AFTER WIND DOWN COSTS

Secured Debt / Adequate Protection Payments - DIP Financing Net Activity
Secured Debt
Subtotal Secured Creditors Claims
Recovery Dollars for Secured Creditors
Recovery Percentage for Secured Creditors

3,033,000

(257,524)
19,081,955
18,824,431
(7)

NET PROCEEDS AVAILABLE AFTER SECURED CREDITORS CLAIMS

Administrative and Priority Claims

Recovery Dollars for Administrative and Priority Claims
Recovery Percentage for Administrative and Priority Claims
\

2,024,153

(205,000)
(27,000)
(48,000)
(280,000)

(7)

2,024,153 $
10.8%

$
0%

NET PROCEEDS AVAILABLE AFTER ADMINISTRATIVE AND PRIORITY CLAIMS

3,033,000
16.1%

0%

General Unsecured Claims

Recovery Dollars for Unsecured Claims
Recovery Percentage for Unsecured Claims
NET PROCEEDS AVAILABLE AFTER GENERAL UNSECURED CLAIMS

(7)

$
0%

0%