AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT (the "Amendment") is made and entered into effective as of
September 9, 2003, by and among Crdentia Corp., a Delaware corporation
("Parent"), NNI Acquisition Corporation, a Delaware corporation and a wholly-
owned subsidiary of Parent ("Acquisition Co."), Nurses Network, Inc., a
California corporation (the "Company"), and Deborah McDonnell and the Kenneth
Family Trust (collectively, the "Principal Stockholders"), to the Agreement and
Plan of Reorganization, dated July 16, 2003, by and among Parent, Acquisition
Co., the Company and the Principal Stockholders (the "Merger Agreement").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Merger Agreement.
W I T N E S S E T H
WHEREAS, the parties hereto have entered into the Merger Agreement to
which, among other things, Parent and the Company will enter into a business
combination transaction pursuant to which Acquisition Co. will merge with and
into the Company; and
WHEREAS, the parties hereto desire to amend certain of the provisions of
the Merger Agreement, as more particularly described below.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound hereby, the parties hereto agree as
follows:
ARTICLE I
AMENDMENT TO MERGER AGREEMENT
SECTION 1.01 The parties hereto acknowledge and agree that the
introductory paragraph of the Merger Agreement preceding the recitals thereto is
hereby amended and restated in its entirety to read as follows:
"This Agreement and Plan of Reorganization (this "Agreement") is made and
entered into as of July 16, 2003, and amended as of September 9, 2003, by and
among Crdentia Corp., a Delaware corporation ("Parent"), NNI Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent
("Acquisition Co."), Nurses Network, Inc., a California corporation (the
"Company"), and John R. Brown and Deborah A. McDonnell, as Joint Tenants, and
the Kenneth Family Trust U/A 3/11/87 (collectively, the "Principal
Stockholders")."
SECTION 1.02 The parties hereto acknowledge and agree that Section 2.8(a)
of the Merger Agreement is hereby amended and restated in its entirety to read
as follows:
"(a) Time and Place. The consummation of the Merger under this Agreement
(the "Closing") shall take place at the offices of Morrison & Foerster LLP, 3811
Valley Centre Drive, San Diego, CA 92130, at 10:00 a.m. on September 14, 2003,
or at such time and in such manner as the parties mutually agree (the "Closing
Date")."
ARTICLE II
MISCELLANEOUS
SECTION 2.01 This Amendment shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts
executed and performed in such State, without giving effect to the conflicts of
laws principles.
SECTION 2.02 This Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which shall be taken together and
constitute one and the same instrument.
SECTION 2.03 The parties hereto hereby ratify and approve the Merger
Agreement, as amended hereby, and the parties hereto acknowledge that all of the
terms and provisions of the Merger Agreement as amended hereby, are and remain
in full force and effect.
[Remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the parties hereto, or their duly authorized officer, as of the date first above
written.
CRDENTIA CORP.,
a Delaware corporation
By: /S/ LAWRENCE M. DAVIS
--------------------------------------
Name: Lawrence M. Davis
Title: Chief Financial Officer
NNI ACQUISITION CORPORATION,
a Delaware corporation
By: /S/ LAWRENCE M. DAVIS
--------------------------------------
Name: Lawrence M. Davis
Title: Chief Financial Officer
NURSES NETWORK, INC.,
a California corporation
By: /S/ DEBORAH A. MCDONNELL
--------------------------------------
Name: Deborah A. McDonnell
Title: President
PRINCIPAL STOCKHOLDERS:
By: /S/ DEBORAH A. MCDONNELL
--------------------------------------
Name: Deborah A. McDonnell
KENNETH FAMILY TRUST U/A 3-11-87
By: /S/ ROBERT J. KENNETH
--------------------------------------
Name: Robert J. Kenneth
Title: Trustee
By: /S/ HESTER Y. KENNETH
--------------------------------------
Name: Hester Y. Kenneth
Title: Trustee
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION]