EXHIBIT 4.1
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF
SERIES C PREFERRED STOCK
OF
CRDENTIA CORP.
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Pursuant to Section 151
of the General Corporation Law of the State of Delaware
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Crdentia Corp. (the "CORPORATION"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"DGCL"), does hereby certify that pursuant to the provisions of Section 151 of
the DGCL, the Board of Directors of the Corporation, by an action by unanimous
written consent dated as of August 26, 2004, adopted the following resolution,
which resolution remains in full force and effect as of the date hereof:
WHEREAS, the Board of Directors of the Corporation is authorized,
within the limitations and restrictions stated in the Corporation's Amended and
Restated Certificate of Incorporation (the "CHARTER"), to fix by resolution or
resolutions the designation of each class or series of Preferred Stock (the
"PREFERRED Stock") and the voting powers, and any designations, preferences, and
relative, participating, optional or other special rights of any such class or
series of Preferred Stock, as well as such other provisions with regard to
redemption, dividends, conversion or exchange, and any qualifications or
restrictions thereof or such other subjects or matters as shall be stated and
expressed in the resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors; and
WHEREAS, it is the desire of the Board of Directors of the Corporation,
pursuant to such authority, to authorize and fix the terms of the series of
Preferred Stock designated as Series C Preferred Stock (the "SERIES C PREFERRED
STOCK").
NOW, THEREFORE, BE IT RESOLVED, that the terms and provisions of such
series and all other right or preferences granted to or imposed upon such series
or the holders thereof are as herein set forth:
Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series C Preferred Stock" (the "SERIES C PREFERRED STOCK") and
the number of shares constituting the Series C Preferred Stock shall be One
Hundred Seventy-Five Thousand (175,000), $0.0001 par value. Such number may be
increased or decreased by resolution of the Board of Directors of the
Corporation; provided, however, that no decrease shall reduce the number of
shares of Series C Preferred Stock to a number less than the number of shares
then outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon the conversion of
any outstanding securities issued by the Corporation convertible or exercisable
into Series C Preferred Stock.
Section 2. DIVIDENDS AND DISTRIBUTIONS. Subject to the rights of the
holders of any shares of any series of Preferred Stock (or any similar stock)
expressly ranking senior to, or PARI PASSU with, the Series C Preferred Stock
with respect to dividends, each holder of a share of Series C Preferred Stock,
in preference to the holders of shares of Common Stock, par value $0.0001 per
share (the "COMMON STOCK"), of the Corporation, and of any other junior stock,
shall be entitled to receive, when declared by the Board of Directors out of
funds legally available for the purpose, a dividend of 1.5 shares of Common
Stock (subject to adjustment as described below) on each of September 30, 2004,
December 31, 2004, March 31, 2005, June 30, 2005, September 30, 2005 and
December 31, 2005 (each, a "DESIGNATED DIVIDEND DATE"). In the event of an
automatic conversion of the Series C Preferred Stock pursuant to Section 4(b)
below prior to the next scheduled Designated Dividend Date, if any, the Company
shall immediately prior to such automatic conversion pay a dividend on each
share of Series C Preferred Stock of 1.5 shares of Common Stock (subject to
adjustment as described below). In addition, if any cash dividend is declared on
shares of Common Stock, a dividend shall be paid out of legally available funds
on each share of Series C Preferred Stock equal to the consideration that each
such share would have received had such share been converted into Common Stock
immediately prior to the record date fixed for such dividend. The dividend of
1.5 shares of Common Stock described herein shall be (i) increased or decreased
in proportion to the increase or decrease in the Conversion Ratio (as defined in
Section 4(a)) effected pursuant to Sections 4(d)(iii) or (iv) and (ii) adjusted
for stock splits, dividends, recapitalizations and the like of the Series C
Preferred Stock.
Section 3. LIQUIDATION PREFERENCE.
(a) Upon any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation, the holder of each share of the
Series C Preferred Stock then outstanding shall be entitled to be paid out of
the assets of the Corporation available for distribution to its stockholders,
prior to and in preference to any distribution of any assets of the Corporation
to the holders of the Common Stock, Series A Preferred Stock, Series B Preferred
Stock, Series B-1 Preferred Stock or any other junior stock by reason of their
ownership thereof, an amount equal to the sum of (A) (i) 5.0 times (ii) $60.00
(as adjusted for stock splits, stock dividends, recapitalizations and the like
of the Series C Preferred Stock) for each outstanding share of Series C
Preferred Stock, plus (B) declared but unpaid dividends on such share. If the
assets of the Corporation are not sufficient to pay in full the payments payable
to the holders of outstanding shares of Series C Preferred Stock upon the
liquidation, dissolution or winding up of the affairs of the Corporation, then
the holders of all such shares shall share ratably with all other holders of
shares of Series C Preferred Stock in such distribution of assets in proportion
to the Liquidation Preference of the respective shares.
(b) Upon completion of the distribution required by subsection
(a) of this Section 3 and any other distribution that may be required with
respect to series of Preferred Stock that may from time to time come into
existence, all of the remaining assets of this Corporation available for
distribution to stockholders shall be distributed among the holders of Common
Stock and any other series of Preferred Stock expressly entitled to participate,
pro rata based on the number of shares of Common Stock held by each.
(c) The merger, consolidation or acquisition of the
Corporation into or with or by another entity or person which results in the
exchange of outstanding shares of the Corporation for securities or other
consideration issued or paid or caused to be issued or paid by such other person
or entity or affiliate of such entity (except if such merger, consolidation or
acquisition does not result in the transfer of more than fifty percent (50%) of
the voting securities of the Corporation's stock or in which the holders of the
voting securities of the Corporation immediately prior to the transaction
continue to hold not less than 50% of the voting securities of the resulting
entity after the transaction) or the sale of all or substantially all the assets
of the Corporation shall be deemed to be a liquidation, dissolution or winding
up of the Corporation for purposes of this section. The amount deemed
distributed to the holders of Series C Preferred Stock upon any such merger or
consolidation shall be the cash or the value of the property, rights and/or
securities distributed to such holders by the acquiring person, firm or other
entity. The value of such property, rights or other securities shall be
determined in good faith by the Board of Directors of the Corporation.
Section 4. CONVERSION. The holders of the Series C Preferred Stock
shall have conversion rights as follows (the "CONVERSION RIGHTS"):
(a) RIGHT TO CONVERT. Each share of Series C Preferred Stock
shall be convertible, at the option of the holder thereof, at any time after the
date of issuance of such share into such number of fully paid and nonassessable
shares of Common Stock as is determined by dividing (i) $60.00 (as adjusted
proportionally for stock splits, stock dividends, recapitalizations and the like
of the Series C Preferred Stock, the "ORIGINAL SERIES C ISSUANCE PRICE") by (ii)
the Conversion Price for the Series C Preferred Stock (the "SERIES C CONVERSION
PRICE") (such ratio being referred to as the "CONVERSION RATIO"). The initial
Series C Conversion Price shall be $0.60; PROVIDED, HOWEVER, that the Series C
Conversion Price shall be subject to adjustment as set forth in Section 4(d).
Such conversion shall be deemed to have been made immediately prior to the close
of business on the date of delivery of notice by the holder to the Corporation
stating that such holder desires to convert the Series C Preferred Stock as
contemplated by this Section 4(a), and the person or persons entitled to receive
the shares of Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of Common Stock as
of such date.
(b) AUTOMATIC CONVERSION. Each share of Series C Preferred
Stock shall automatically be converted into shares of Common Stock at the
Conversion Ratio at the time in effect for such Series C Preferred Stock upon
the earlier of (i) the closing of an underwritten public offering of the
Corporation's Common Stock pursuant to a registration statement under the
Securities Act of 1933, as amended, with aggregate net proceeds to the
Corporation in excess of twenty-five million dollars ($25,000,000) or (ii) the
date specified by written consent or agreement of the holders of a majority of
the then outstanding shares of Series C Preferred Stock, voting together as a
class.. All holders of record of shares of Series C Preferred Stock will be
given written notice of an automatic conversion of all shares of Series C
Preferred Stock pursuant to this Section 4(b) (the "CONVERSION NOTICE"). Within
ten (10) days following receipt of such Conversion Notice, each holder of Series
C Preferred Stock shall surrender the certificate or certificates representing
all of such holder's Series C Preferred Stock, duly endorsed, at the office of
this Corporation or of any transfer agent for the Series C Preferred Stock. This
Corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of Series C Preferred Stock, or to the nominee or nominees
of such holder, a certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled as aforesaid. Such conversion shall
be deemed to have been made immediately prior to the close of business on the
date of delivery of the Conversion Notice, and the person or persons entitled to
receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.
(c) MECHANISM OF CONVERSION. Before any holder of Series C
Preferred Stock pursuant to Section 4(a) above, shall be entitled to convert the
same into shares of Common Stock, the holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office of this Corporation or of
any transfer agent for the Series C Preferred Stock, and shall give written
notice to this Corporation at its principal corporate office, of the election to
convert the same and shall state therein the name or names in which the
certificate or certificates for shares of Common Stock are to be issued. Upon
conversion of only a portion of the number of shares covered by a certificate
representing shares of Series C Preferred Stock surrendered for conversion, the
Corporation shall issue and deliver to or upon the written order of the holder
of the certificate so surrendered for conversion, at the expense of the
Corporation, a new certificate covering the number of shares of Series C
Preferred Stock representing the unconverted portion of the certificate so
surrendered. This Corporation shall, as soon as practicable thereafter, issue
and deliver at such office to such holder of Series C Preferred Stock, or to the
nominee or nominees of such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder shall be entitled as aforesaid.
Such conversion shall be deemed to have been made immediately prior to the close
of business on the date of such surrender of the shares of Series C Preferred
Stock to be converted, and the person or persons entitled to receive the shares
of Common Stock issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock as of such date.
(d) CONVERSION PRICE ADJUSTMENTS OF PREFERRED STOCK. The
Series C Conversion Price shall be subject to adjustment from time to time as
follows:
(i) (A) If this Corporation shall issue, after the
date upon which any shares of Series C Preferred Stock were first issued (the
"PURCHASE DATE" with respect to such series), any Additional Stock (as defined
below) without consideration or for a consideration per share less than the
Series C Conversion Price in effect immediately prior to the issuance of such
Additional Stock, the Series C Conversion Price in effect immediately prior to
each such issuance shall forthwith (except as otherwise provided in this Section
4(d)(i)) be adjusted to a price equal to the price paid per share for such
Additional Stock. Any adjustment of the Series C Conversion Price shall apply to
shares of Series C Preferred Stock issued after the date of any such adjustment.
(B) No adjustment of the Series C Conversion Price
shall be made in an amount less than one cent per share, provided that any
adjustments that are not required to be made by reason of this sentence shall be
carried forward and shall be either taken into account in any subsequent
adjustment. Except to the limited extent provided for in Sections 4(d)(i)(E)(3)
and 4(d)(i)(E)(4), no adjustment of such Series C Conversion Price pursuant to
this Section 4(d)(i) shall have the effect of increasing the Series C Conversion
Price above the Series C Conversion Price in effect immediately prior to such
adjustment.
(C) In the case of the issuance of Additional Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any reasonable discounts, commissions or other
expenses allowed, paid or incurred by this Corporation for any underwriting or
otherwise in connection with the issuance and sale thereof.
(D) In the case of the issuance of the Additional
Stock for a consideration in whole or in part other than cash, the consideration
other than cash shall be deemed to be the fair value thereof as determined by
the Board of Directors irrespective of any accounting treatment.
(E) In the case of the issuance (whether before, on
or after the applicable Purchase Date) of options to purchase or rights to
subscribe for Common Stock, securities by their terms convertible into or
exchangeable for Common Stock or options to purchase or rights to subscribe for
such convertible or exchangeable securities, the following provisions shall
apply for all purposes of this Section 4(d)(i) and Section 4(d)(ii):
(1) The aggregate maximum number of shares
of Common Stock deliverable upon exercise (assuming the satisfaction of any
conditions to exercisability, including, without limitation, the passage of
time) of such options to purchase or rights to subscribe for Common Stock shall
be deemed to have been issued at the time such options or rights were issued and
for a consideration equal to the consideration (determined in the manner
provided in Sections 4(d)(i)(C) and 4(d)(i)(D)), if any, received by this
Corporation upon the issuance of such options or rights plus the minimum
exercise price provided in such options or rights for the Common Stock covered
thereby.
(2) The aggregate maximum number of shares
of Common Stock deliverable upon conversion of, or in exchange (assuming the
satisfaction of any conditions to convertibility or exchangeability, including,
without limitation, the passage of time) for any such convertible or
exchangeable securities or upon the exercise of options to purchase or rights to
subscribe for such convertible or exchangeable securities and subsequent
conversion or exchange thereof shall be deemed to have been issued at the time
such securities were issued or such options or rights were issued and for a
consideration equal to the consideration, if any, received by this Corporation
for any such securities and related options or rights (excluding any cash
received on account of accrued interest or accrued dividends), plus the minimum
additional consideration, if any, to be received by this Corporation upon the
conversion or exchange of such securities or the exercise of any related options
or rights (the consideration in each case to be determined in the manner
provided in Sections 4(d)(i)(C) and 4(d)(i)(D)).
(3) In the event of any change in the number
of shares of Common Stock deliverable or in the consideration payable to this
Corporation upon exercise of such options or rights or upon conversion of or in
exchange for such convertible or exchangeable securities, including, but not
limited to, a change resulting from the antidilution provisions thereof, the
Series C Conversion Price, to the extent in any way affected by or computed
using such options, rights or securities, shall be recomputed to reflect such
change, but no further adjustment shall be made for the actual issuance of
Common Stock or any payment of such consideration upon the exercise of any such
options or rights or the conversion or exchange of such securities.
(4) Upon the expiration of any such options
or rights, the termination of any such rights to convert or exchange or the
expiration of any options or rights related to such convertible or exchangeable
securities, the Series C Conversion Price, to the extent in any way affected by
or computed using such options, rights or securities or options or rights
related to such securities, shall be recomputed to reflect the issuance of only
the number of shares of Common Stock (and convertible or exchangeable securities
that remain in effect) actually issued upon the exercise of such options or
rights, upon the conversion or exchange of such securities or upon the exercise
of the options or rights related to such securities.
(5) The number of shares of Common Stock
deemed issued and the consideration deemed paid therefor pursuant to Sections
4(d)(i)(E)(1) and 4(d)(i)(E)(2) shall be appropriately adjusted to reflect any
change, termination or expiration of the type described in either Section
4(d)(i)(E)(3) or 4(d)(i)(E)(4).
(ii) "Additional Stock" shall mean any shares of
Common Stock issued (or deemed to have been issued pursuant to Section
4(d)(i)(E)) by this Corporation after the applicable Purchase Date other than:
(A) shares of Common Stock issued pursuant to a
transaction described in Section 4(d)(iii) hereof;
(B) shares of Common Stock issued or deemed
issued to employees, consultants, officers, directors or vendors of this
Corporation directly or pursuant to a stock option plan and/or agreement,
restricted stock purchase plan or other agreement approved by the Board of
Directors of this Corporation;
(C) shares of Common Stock issued or issuable (I)
in a bona fide public offering under the Act or (II) upon exercise of warrants
or rights granted to underwriters in connection with such a public offering;
(D) shares of Common Stock issued pursuant to the
conversion or exercise of convertible or exercisable securities outstanding as
of the date hereof or subsequently issued pursuant to this Section 4(d)(ii);
(E) shares of Common Stock issued or issuable in
connection with a bona fide business acquisition of or by this Corporation,
whether by merger, consolidation, sale of assets, sale or exchange of stock or
otherwise, each as approved by the Board of Directors of this Corporation; or
(F) shares of Common Stock issued or issuable to
persons or entities in connection with strategic alliances or to strategic
corporate partners or to parties that are providing the Corporation with
equipment loans, real property leases, loans, credit lines, guarantees of
indebtedness, licensing agreements, consulting agreements, cash price reductions
or similar transactions.
(iii) In the event this Corporation should at any
time or from time to time after the Purchase Date fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the determination of holders of Common Stock entitled to receive a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "COMMON STOCK EQUIVALENTS") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Series C Conversion Price shall be appropriately decreased so that the
number of shares of Common Stock issuable on conversion of each share of such
series shall be increased in proportion to such increase in the aggregate number
of shares of Common Stock outstanding and those issuable with respect to such
Common Stock Equivalents.
(iv) If the number of shares of Common Stock
outstanding at any time after the Purchase Date is decreased by a combination of
the outstanding shares of Common Stock, then, following the record date of such
combination, the Series C Conversion Price shall be appropriately increased so
that the number of shares of Common Stock issuable on conversion of each share
of such series shall be decreased in proportion to such decrease in outstanding
shares.
(e) OTHER DISTRIBUTIONS. In the event this Corporation shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by this Corporation or other persons, assets (excluding cash
dividends) or options or rights not referred to in Section 4(d)(iii), then, in
each such case for the purpose of this Section 4(e), the holders of the Series C
Preferred Stock shall be entitled to a proportionate share of any such
distribution as though they were the holders of the number of shares of Common
Stock of this Corporation into which their shares of the Series C Preferred
Stock are convertible as of the record date fixed for the determination of the
holders of Common Stock of this Corporation entitled to receive such
distribution.
(f) RECAPITALIZATIONS. If at any time or from time to time
there shall be a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
Section 3 or this Section 4) provision shall be made so that the holders of the
Series C Preferred Stock shall thereafter be entitled to receive upon conversion
of the Series C Preferred Stock the number of shares of stock or other
securities or property of this Corporation or otherwise, to which a holder of
the number of shares of Common Stock deliverable upon conversion of the Series C
Preferred Stock held by such holder would have been entitled on such
recapitalization. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 4 with respect to the rights of
the holders of each series of Preferred Stock after the recapitalization to the
end that the provisions of this Section 4 (including adjustment of the Series C
Conversion Price then in effect and the number of shares purchasable upon
conversion of the Series C Preferred Stock) shall be applicable after that event
as nearly equivalent as may be practicable.
(g) NO IMPAIRMENT. This Corporation will not, by amendment of
its Amended and Restated Certificate of Incorporation or through any
reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by this Corporation, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 4 and in the
taking of all such action as may be necessary or appropriate in order to protect
the Conversion Rights of the holders of the Series C Preferred Stock against
impairment.
(h) NO FRACTIONAL SHARES. No fractional shares shall be issued
upon the conversion of any share or shares of the Series C Preferred Stock. In
lieu of any fractional shares to which the holder would otherwise be entitled,
this Corporation shall pay cash equal to such fraction multiplied by the then
fair market value of a share of Common Stock as determined in good faith by the
Board of Directors. The number of shares of Common Stock to be issued upon such
conversion shall be determined on the basis of the total number of the Series C
Preferred Stock the holder is at the time converting into Common Stock and the
number of shares of Common Stock issuable upon such aggregate conversion.
(i) NOTICES OF RECORD DATE. In the event of any taking by this
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, this
Corporation shall mail to each holder of the Series C Preferred Stock, at least
twenty (20) days prior to the date specified therein, a notice specifying the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right.
(j) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. This
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of Series C Preferred Stock, such number of its shares
of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series C Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of the
Series C Preferred Stock, in addition to such other remedies as shall be
available to the holder of such Preferred Stock, this Corporation will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purposes, including, without limitation, engaging
in best efforts to obtain the requisite stockholder approval of any necessary
amendment to this Certificate.
(k) NOTICES. Any notice required by the provisions of this
Section 4 to be given to the holders of shares of the Series C Preferred Stock
shall be deemed given if deposited in the United States mail, postage prepaid,
and addressed to each holder of record at his address appearing on the books of
this Corporation.
Section 5. REDEMPTION. Neither the Corporation nor the holders of
Series C Preferred Stock, shall have the unilateral right to call or redeem or
cause to have called or redeemed any shares of the Series C Preferred Stock.
Section 6. VOTING RIGHTS. The holder of each share of Series C
Preferred Stock shall have the right to one vote for each share of Common Stock
into which such Series C Preferred Stock could then be converted; provided that,
in determining the number of votes represented by each share, the Series C
Conversion Price shall not be adjusted for any shares of Common Stock for which
a record date for their distribution has been fixed, but as to which the
distribution had not been made at the time of the vote, and with respect to such
vote, such holder shall have full voting rights and powers equal to the voting
rights and powers of the holders of Common Stock, and shall be entitled,
notwithstanding any provision hereof, to notice of any stockholders' meeting in
accordance with the Bylaws of this Corporation, and shall be entitled to vote,
together with holders of Common Stock, with respect to any question upon which
holders of Common Stock have the right to vote. Fractional votes shall not,
however, be permitted and any fractional voting rights available on an
as-converted basis (after aggregating all shares into which shares of Series C
Preferred Stock held by each holder could be converted) shall be rounded to the
nearest whole number (with one-half being rounded upward). In addition, no
series of Preferred Stock ranking prior to or superior to the Series C Preferred
Stock with respect to dividends, voting rights or liquidation preference shall
be created by this Corporation without the prior approval of a majority of the
outstanding interests of the Series C Preferred Stock voting as a single class.
Section 7. STATUS OF CONVERTED STOCK. In the event any shares of Series
C Preferred Stock shall be converted pursuant to Section 4 hereof, the shares so
converted shall be canceled and shall not be issuable by the Corporation, and
the Corporation may take such appropriate corporate action as may be necessary
to reduce the number of authorized shares of the Corporation's capital stock.
Section 8. RANK. Except as otherwise provided in the terms of any other
class of the Corporation's Preferred Stock, the Series C Preferred Stock shall
rank, (a) with respect to the payment of dividends, PARI PASSU with the
Corporation's Series A Preferred Stock, Series B Preferred Stock and Series B-1
Preferred Stock and junior to all other series of any other class of the
Corporation's Preferred Stock; and (b) with respect to the distribution of
assets, senior to the Corporation's Series A Preferred Stock, Series B Preferred
Stock, Series B-1 Preferred Stock and all other series of any other class of the
Corporation's Preferred Stock.
Section 9. GENERAL PROVISIONS.
(a) AMENDMENT. This Certificate of Designation constitutes an
agreement between the Corporation and the holders of the Series C Preferred
Stock. Except as otherwise set forth herein, it may be amended by vote of the
Board of Directors of the Corporation and the holders of a majority of the
outstanding shares of Series C Preferred Stock.
(b) HEADINGS. The headings of the paragraphs, subparagraphs,
clauses, and sub-clauses of this Certificate of Designation are for convenience
of reference only and shall not define, limit, or affect any of the provisions
hereof.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Designation to be signed by its Chief Executive Officer, this 31st day of August
2004.
CRDENTIA CORP.
By: /S/ JAMES D. DURHAM
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Name: James D. Durham
Title: Chief Executive Officer