Exhibit 2.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (the First Amendment) is entered into this 18th day of April, 2006 by and among Crdentia Corp., a Delaware corporation (Parent), CRDE Corp., a Delaware corporation and wholly-owned subsidiary of Parent (CRDE), Staff Search Acquisition Corp., a Texas corporation and a wholly-owned subsidiary of CRDE (Acquisition Co.), Staff Search, Ltd., a Texas limited partnership (the Company), SSL GP, LLC, a Texas limited liability company (the General Partner) and sole general partner of the Company, and J.W. Iden, the sole member of the General Partner and the sole limited partner of the Company (the Limited Partner) (herein collectively called the Parties).
WHEREAS, the Parties have entered into that certain Asset Purchase Agreement dated April 10, 2006 (the Base Agreement); and
WHEREAS, the Parties desire to amend the Base Agreement in accordance with the terms of this First Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
(a) Closing Consideration. At Closing, Parent will pay an amount equal to $2,476,208 (the Closing Consideration), payable as follows:
(i) Note Consideration. At Closing, the Parent will issue to the Company or its assigns a promissory note (the Note) in the original principal amount of $1,410,000, such Note to have such terms as set forth on Exhibit N attached hereto; and
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Parties hereto, or their duly authorized officer, as of the date first above written.
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CRDENTIA CORP., |
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a Delaware corporation |
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By: |
/s/ James D. Durham |
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Name: |
James D. Durham |
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Title: |
Chief Executive Officer |
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CRDE CORP., |
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a Delaware corporation |
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By: |
/s/ James D. Durham |
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Name: |
James D. Durham |
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Title: |
Chief Executive Officer |
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STAFF SEARCH ACQUISITION CORP., |
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a Texas corporation |
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By: |
/s/ James D. Durham |
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Name: |
James D. Durham |
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Title: |
Chief Executive Officer |
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STAFF SEARCH, LTD., |
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a Texas limited partnership |
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By: |
SSL GP, LLC, |
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a Texas limited liability company, |
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its sole General Partner |
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By: |
/s/ J.W. Iden |
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Name: |
J.W. Iden |
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Title: |
Chief Executive Officer |
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SSL GP, LLC, |
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a Texas limited liability company |
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By: |
/s/ J.W. Iden |
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Name: |
J.W. Iden |
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Title: |
Chief Executive Officer |
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By: |
/s/ J.W. Iden |
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J.W. Iden |
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