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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re

CRDENTIA CORP., eta!./

Debtors.

Chapter II Case No. (Joint Administration Requested)

10-~~-

MOTION OF DEBTORS FOR THE ENTRY OF AN ORDER (I) APPROVING DISCLOSURE STATEMENT, (II) ESTABLISHING PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT JOINT CHAPTER 11 PLAN OF REORGANIZATION, (III) ESTABLISHING VOTING RECORD DATE, (IV) SCHEDULING A HEARING ON CONFIRMATION OF JOINT PLAN OF REORGANIZATION, (V) APPROVING THE FORM OF BALLOTS AND SOLICITATION MATERIALS, (VI) APPROVING RELATED NOTICE PROCEDURES, (VII) APPROVING THE BALLOTING AGENT, (VIII) APPROVING CURE PROCEDURES AND (IX) GRANTING RELATED RELIEF

'i

  • i The above-captioned debtors and debtors in possession (collectively, the "Debtors" or the "Company"), by and through their undersigned counsel, hereby move (the "Motion"), pursuant to section 1125, 1126 and 1128 of title II of the United States Code, II U.S.C. §§ 101 et seq. (the "Bankruptcy Code") and Rules 2002(b), 3016, 3017, 3018, and 3020 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 3017-1 of the Local Rules for the United States Bankruptcy Court for the District of Delaware (the "Local Rules") for the entry of an order: (i) approving the Disclosure Statement (as defined below), (ii) establishing procedures for solicitation and tabulation of votes to accept or reject the Plan (as defined below), (iii) establishing voting record date, (iv) scheduling a hearing on confirmation of the Plan, (v) approving the form of ballots and solicitation materials, (vi) approving related

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

notice procedures, (vii) approving the balloting agent, (viii) approving cure procedures and (ix) granting related relief. In supp01t of the Motion, the Debtors respectfully represent as follows:

JURISDICTION, VENUE AND STATUTORY PREDICATES

  • 1. This Comt has jurisdiction over this Motion pursuant to 28 U.S. C. §§ 157

and 1334. Venue is proper in this District pursuant to 28 U.S. C. §§ 1408 and 1409. This matter is a core proceeding pursuant to 28 U.S. C. §157(b)(2).

  • 2. The statutory bases for the relief requested herein are sections 105(a),

1125, 1126 and 1128 of the Bankruptcy Code, as supplemented by Bankruptcy Rules 2002(b), 3016(b), 3017, 3018 and 3020 and Local Rule 3017-1.

BACKGROUND

  • 3. The Debtors commenced these cases by the filing of voluntary petitions

for relief under chapter 11 of the Bankruptcy Code on March 17, 2010 (the "Petition Date").

Pursuant to sections 11 07( a) and 1108 of the Bankruptcy Code, the Debtors are operating their

businesses and managing their affairs as debtors in possession.

As of the date hereof, no

creditors committee, trustee or examiner has been appointed in any of these chapter 11 cases.

  • 4. A description of the Debtors' businesses, capital structure, and the

circumstances leading to these chapter II filings are contained in the Declaration of Rebecca

Irish in Support of the Debtors' Chapter II Petitions and First Day Pleadings (the "Irish Declaration"), filed contemporaneously herewith and incorporated herein by reference.

  • 5. Contemporaneous with the filing of this Motion, the Debtors have filed the

Motion Of Debtors For An Order (I) Establishing Bar Dates For Filing Proofs Of Claim And Requests For Payment Of Administrative Expenses, (II) Approving Proof Of Claim And Administrative Expense Payment Request Forms, Bar Date Notices And Mailing And Publication Procedures And (III) Providing Certain Supplemental Relief, pursuant to which the Debtors are

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requesting the Comi to, among other things, establish the general bar date by which all creditors

and ce1iain interest holders must file proofs of claim in these chapter II cases (the "General Bar

Date").

RELIEF REQUESTED

  • 6. The Debtors submit this Motion in connection with the Debtors' proposed

disclosure statement, dated March 17, 2010 (as the same may be amended or modified, the

"Disclosure Statement") relating to the Debtors' Joint Chapter II Plan of Reorganization, dated

March 17, 20 I 0 (as the same may be amended or modified, the "Plan"). 2 As set forth herein, the

Debtors seek the entry of an order, substantially in the form attached hereto as Exhibit A (the

"Disclosme Statement Order"), granting the following relief:

  • a) Approving the Disclosme Statement as containing "adequate information" with respect to the Plan and authorizing the Debtors to solicit acceptances or rejections of the Plan from the pmiies entitled to vote thereon in the manner set forth in this Motion;

  • b) Scheduling a hearing (the "Confirmation Hearing") to consider Plan confirmation pursuant to section 1129 of the Bankruptcy Code and approving the form and manner of notice related thereto;

  • c) Fixing the time and manner for filing objections to Plan confirmation;

  • d) Establishing procedures for solicitation and tabulation of votes to accept or reject the Plan;

  • e) Setting a record date for determining the creditors and holders of securities who may vote on the Plan;

  • f) Designating Omni Management Group, LLC as the Debtors' balloting agent with authority to mail and tabulate ballots

for purposes

of voting on the

Plan and

provide related services in connection with voting on the Plan (the "Balloting

Agent");

  • g) Approving cure procedures; and

  • h) Granting such other and further relief as the Comi may deem just and proper.

2 Capitalized Terms not defined herein have the meaning ascribed to them in the Plan.

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DISCLOSURE STATEMENT

  • I. Adequacy of Disclosure Statement

    • 7. Section 1125 of the Bankruptcy Code requires that a disclosure statement

be approved by the comt as containing "adequate information" prior to a debtor's solicitation of

acceptances or rejections of a reorganization plan. 11 U.S.C. § 1125(b). "Adequate

information" is defined in the Bankruptcy Code as:

[I]nformation of a kind,

and in sufficient detail, as far as is

reasonably practicable in light of the nature and history of the debtor and the condition of the debtor's books and records, including a discussion of the potential material Federal tax consequences of the plan to the debtor, any successor to the debtor, and a hypothetical investor typical of the holders of claims or interests in the case, that would enable such a hypothetical investor of the relevant case to make an informed judgment about the plan, but adequate information need not include such information about any other possible or proposed plan and in determining whether a disclosure statement provides adequate information, the court shall consider the complexity of the case, the benefit of additional information to creditors and other parties in interest, and the cost of providing additional information.

II

U.S.C. § 1125(a).

The Debtors' disclosure statement therefore must, as a whole, provide

information that is reasonably practicable to permit an informed judgment by impaired creditors

entitled to vote on the plan. See Krysta Cadillac-Oldsmobile GMC Truck, Inc. v. General

Motors Corp., 337 F3d 314, 322 (3d Cir. 2003). The bottom-line requirement of a disclosure

statement is that it "must clearly and succinctly infonn the average unsecured creditor what it is

going to get, when it is going to get it, and what contiogencies there are to gettiog its

distribution." In re Fevretti, 128 B.R. 16, 19 (Bankr. D. N.M. 1991).

  • 8. In evaluating whether a disclosure statement provides "adequate

information," comts adhere to section 1125's instruction that making this determioation is a

flexible exercise based on the facts and circumstances of each case and is within the broad

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discretion ofthe Court. See 11 U.S.C. § 1125(a)(1) ("[A]dequate information means information

of a kind,

and in sufficient detail, as far as is reasonably practicable in light of the nature and

history of the debtor and the condition of the debtor's books and records

....

") (emphasis

added); see also Oneida Motor Freight, Inc. v. United Jersey Bank, 848 F.2d 414, 417 (3d Cir.

1988) (stating that "[f]rom the legislative history of§ 1125 we discern that adequate information

will be dete1mined by the facts

and circumstances of each case"); First Am. Bank of New York

  • v. Century Glove, Inc., 81 B.R. 274, 279 (D. Del. 1988) (noting that adequacy of disclosure for a

particular debtor will be dete1mined based on how much infmmation is available fi·om outside

sources); S. Rep. No. 95-989, at 121 (1978), reprinted in 1978 U.S.C.C.A.N. 5787, 5907 ("[T]he

information required will necessarily be governed by the circumstances of the case.").

  • 9. In accordance with these precepts, the Disclosure Statement provides a

review of the Debtors' assets and liabilities, the circumstances leading to the commencement of

these chapter 11 cases and a thorough summary of the Plan.

  • 10. Specifically, the Debtors' Disclosure Statement contains the pertinent

information necessary for holders of eligible claims to make an infmmed decision about whether

to vote to accept or reject the Plan, including, among other things, information regarding:

the Plan, including a summary of the classification and treatment of all classes of creditors and equity interests;

the history of the Debtors, including commencement of the chapter 11 cases;

certain events leading to the

the operation of the Debtors' business and significant events preceding the chapter 11 cases;

the Debtors' prepetition capital structure and indebtedness;

the procedures for asse1iing ce1iain claims against the Debtors' estates;

certain risk factors to consider that may affect the Plan;

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cetiain federal income tax law consequences of the Plan;

the provisions governing distributions under the Plan; and

the means for implementation of the Plan.

II.

The Debtors respectfully submit that the Disclosure Statement complies

with all aspects of section 1125 of the Bankruptcy Code. To the extent necessary, the Debtors will demonstrate at the hearing on approval of the Disclosure Statement that the Disclosure Statement addresses the information set forth above in a manner that provides those entities entitled to vote on the Plan with adequate information within the meaning of section 1125.

SOLICITATION PROCEDURES

  • I. Procedures for Solicitation and Tabulation of Votes

    • A. Approval of Forms of Ballots

 

12.

In accordance with Bankruptcy Rules 3017(d) and 3018(c), the Debtors

propose to mail to the holders of Claims (the "Claimholders") entitled to vote on the Plan, one or

more form ballots, substantially in the forms annexed hereto collectively as Exhibit B and incorporated herein by reference (collectively, the "Ballots"). The Ballots are substantially similar to Official Form No. 14, but have been modified to be consistent with the specific provisions of the Plan. The Ballots shall be delivered with instructions for completion. The Debtors propose that the appropriate form of Ballot be distributed to the Claimholders in the following classes entitled to vote to accept or reject the Plan (the "Voting Classes"):

 

Ballot No.1

Class 2 Claims Ballot

Prepetition Secured Lender Claims

 

Ballot No.2

Class 5 Claims Ballot

General Unsecured Claims

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The foregoing Voting Classes are the only classes that will receive Ballots

as they are the only classes of Claims or Interests tltat will be entitled to vote under the Plan.

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The remaining classes of Claims and Interests set forth below (the "Non-Voting Classes" and

together with the Voting Classes, the "Classes") are not entitled to vote on the Plan as they have

been conclusively presumed to have accepted the Plan in accordance with section 1126(£) or

rejected the Plan in accordance with section 1126(g) ofthe Bankruptcy Code, as indicated:

Class 1

Other Priority Claims

Deemed Accepting - Unimpaired

Class 3

Other Secured Claims

Deemed Accepting - Unimpaired

Class 4

DIP Loan Claims

Deemed Accepting - Unimpaired

Class 6

Trade Claims

Deemed Accepting - Unimpaired

Class 7

Intercompany Claims

Deemed Rejecting - Will not receive or retain any property

Class 8

Interests in the Subsidiaries

Deemed Accepting - Unimpaired

Class 9

Interests in Crdentia

Deemed Rejecting- Will not receive or retain any property

  • 14. In accordance with Bankruptcy Rule 3017(d), the Debtors propose that the

aforementioned Non- Voting Classes of Claims and Interests not entitled to vote on the Plan

receive a notice to that effect, substantially in the form of Exhibit C attached hereto and

incorporated herein by reference (the "Non-Voting Notice"), and not receive a Solicitation

Package (as defined herein). However, a copy of the Plan and Disclosure Statement will be

made available to holders of Claims and Interests in the Non-Voting Classes upon written

request to proposed counsel for the Debtors.

  • 15. The Debtors respectfully submit that the proposed Ballots are

appropriately tailored to the Plan and comply with Bankruptcy Rules 3017 and 3018.

Accordingly, by this Motion, the Debtors request that the Comt approve the proposed Ballots,

attached hereto as Exhibit B.

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  • B. Voting Deadline for the Receipt of Ballots

    • 16. Bankruptcy Rule 3017(c) provides that, "[o]n or before approval of the

disclosure statement, the court shall fix a time within which the holders of claims and interests

may accept or reject

the plan

....

" The Debtors anticipate commencing the Plan solicitation

period by mailing the Ballots, and other approved solicitation materials to the Voting Classes no

later than five (5) days after the entry of an order approving the Disclosure Statement. Based on

this schedule, the Debtors propose that all Ballots being cast must be properly executed,

completed and delivered, by either mail, overnight courier, or personal delivery, to the Balloting

Agent, so that the Ballots are actually received no later than 4:00 p.m., prevailing Bastem Time,

on May 13, 2010 (the "Voting Deadline"). This date will give Claimholders sufficient time to

review the solicitation materials and vote, and provides the Debtors with enough time to tabulate

the Ballots and prepare for issues that may be raised by the voted Ballots prior to the

Confirmation Hearing. Ballots received by facsimile or electronic mail will not be accepted or

counted.

  • C. Procedures for Tabulating Votes

    • 17. Section 1126( c) of the Bankruptcy Code provides that a class of claims

has accepted a plan if such plan has been accepted by creditors that hold at least two-thirds in

dollar amount and more than one-half in number of the allowed claims in that class that have

actually cast ballots for acceptance or rejection of the plan. See 11 U.S.C. § 1126(c). At this

stage of these chapter 11 cases, and in light of the expeditious nature of these proceedings, the

claims process has yet to occur, and it would not be to the estates' advantage to defer

confirmation of the Plan until a claims filing/objection process has been initiated and completed.

Accordingly, solely for the purposes of voting on the Plan-and not for the purpose of allowance

of or distributions on account of any Claims and without prejudice to the Debtors' rights in any

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other context-the Debtors propose that each Claim within a Voting Class entitled to vote to

accept or reject the Plan be temporarily allowed, in accordance with the following rules (the

"Tabulation Rules"):

  • a) If a Claim is scheduled on the Debtors' Schedules of Assets and Liabilities (the "Schedules") in an amount greater than $0.00 and not listed as "disputed," "contingent," or "unliquidated" in the Schedules, such Claim will be temporarily allowed for voting purposes in the amount set fmih in the Schedules.

  • b) If a proof of claim has been filed on account of such Claim before the Record Date (as defined below), such Claim will be temporarily allowed for voting pmposes in the noncontingent, liquidated and undisputed amount set fmih in the proof of claim

  • c) If a proof of claim is filed dming the period commencing on the Record Date through and including the General Bar Date (a "Post-Record Date Filed Claim'') and such Claimant wants such Claim to be temporarily allowed for voting purposes in the amount set forth in such Post-Record Date Filed Claim, then the person or entity filing such Post-Record Date Filed Claim must (i) serve the Balloting Agent by mail, overnight courier or personal delivery with a written request for a provisional ballot (a "Provisional Ballot") so that such request is received no later than the General Bar Date and (ii) timely file a Rule 3018 Motion (as defined below) in the manner herein prescribed.

  • d) If a Claim is deemed allowed under the Plan, such Claim will be temporarily allowed for voting purposes in the amount set forth therein.

  • e) If a Claim is listed on the Schedules, or a proof of claim filed before the Record Date is identified on its face, as contingent, unliquidated or disputed, either in whole or in part, only the noncontingent, liquidated and undisputed portion, if any, of such Claim will be deemed temporarily allowed for voting purposes, subject to the other Tabulation Rules, and the remaining pmiion of such Claim will be disallowed for voting pmposes.

  • f) If a Claim has been allowed pursuant to a stipulation approved by the Comi, such Claim will be deemed allowed for voting purposes in the amount set fmih in such stipulation.

  • g) If a Claim has been estimated or othe1wise allowed for voting purposes by order of the Court, such Claim will be temporarily allowed for voting purposes in the amount so estimated or allowed by the Comi.

  • h) If on or before April28, 2010 the Debtors have filed and served an objection to or motion to disallow or reclassifY a Claim, or to allow or estimate the Claim in an amount different from the amount asseJied in the Claim, such Claim will be

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temporarily allowed for voting purposes in the lesser amount and classification requested by such objection or motion.

  • i) If a holder of a Claim identifies a Claim amount in its Ballot that is less than the amount otherwise calculated in accordance with the Tabulation Rules, the Claim will be temporarily allowed for voting purposes in the lesser amount identified on such Ballot.

  • j) Creditors will not be entitled to vote Claims to the extent such Claims duplicate or have been superceded by other Claims filed by or on behalf of such creditors. The Balloting Agent will determine whether a Claim is duplicative or superceded in the Balloting Agent's discretion.

    • k) A party shall not be entitled to a vote on the Plan based upon a guarantee or other theory of payment. There shall be allowed only one vote per Claim regardless of how many Debtors may be subject to legal liability.

      • 18. The foregoing Tabulation Rules are subject to further order of the Court to

the extent that a party moves for temporary allowance of its Claims or Interests in an amount

which is different fi·om the amount that otherwise would apply to such Claim or Interest under

the Tabulation Rules.

  • 19. The Debtors also propose the following additional procedures be utilized

in tabulating the Ballots (the "Tabulation Procedures"):

  • a) Except to the extent the Debtors otherwise determine, or as pemritted by the Court, any Ballots received after the Voting Deadline will not be accepted or counted by the Debtors in connection with the Debtors' request for confirmation of the Plan.

  • b) Any Ballot which is otherwise properly completed, executed and timely returned that does not indicate an acceptance or rejection of the Plan shall not be counted.

  • c) Any Ballot which is retumed indicating acceptance or rejection of the Plan but which is unsigned shall not be counted.

  • d) Whenever a Claimholder casts more than one Ballot voting the same Claim or Interest prior to the Voting Deadline, only the last timely Ballot received will be deemed to reflect the voter's intent and will thus supersede any prior Ballots.

  • e) If a Claimholder casts simultaneous duplicative Ballots which are voted inconsistently, such Ballots shall count as one vote accepting the Plan and the releases contained therein.

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  • f) Each Clairnholder shall be deemed to have voted the full amount of its Claim or Interest as set f01th on the Ballot.

  • g) Clairnholders shall not split their vote within a Claim, thus each Claimholder shall vote all of its Claim within a particular class either to accept or reject the Plan.

  • h) Ballots partially rejecting and pattially accepting the Plan shall not be counted.

  • i) The method of delivery of Ballots to the Balloting Agent is at the risk of each Clairnholder, and such delivery will be deemed made only when the original Ballot is actually received by the Balloting Agent.

  • j) No Ballot should be sent to the Debtors, agents of the Debtors (other than the Balloting Agent) or the Debtors' financial or legal advisors (other than the Balloting Agent).

    • k) The Debtors expressly reserve the right to amend the terms ofthe Plan (subject to compliance with section 1127 of the Bankruptcy Code). If the Debtors make material changes in the terms of the Plan, the Debtors will disseminate additional solicitation materials and extend the solicitation period, in each case to the extent required by law or further order of the Coutt.

    • I) If a Ballot is signed by a trustee, executor, administrator, guardian, attorney-in- fact, officer of a corporation, or other person acting in a fiduciary or representative capacity on behalf of a Claimholder, such person shall be required to indicate such capacity when signing and, at the Balloting Agent's discretion, must submit proper evidence satisfactory to the Balloting Agent to so act on behalf of the Clairnholder.

    • m) The Debtors, in their sole discretion, subject to contrm·y order of the Court, may waive any defect in any Ballot at any time, either before or after the close of voting, and without notice. Unless the Ballot being furnished is timely submitted on or prior to the Voting Deadline, the Debtors may, in their sole discretion, reject such Ballot as invalid and, therefore, not count it in connection with confirmation of the Plan.

    • n) In the event a designation

is requested under section 1126( e) of the Bankruptcy

Code, any vote to accept or reject the Plan cast with respect to such Claim will not

be counted for purposes of determining whether the Plan has been accepted or rejected, unless the Coutt orders otherwise.

  • o) Any Claimholder who has delivered a valid Ballot voting on the Plan may withdraw such vote solely in accordance with Bankruptcy Rule 3018(a).

  • p) Subject to any contraty order of the Coutt, the Debtors reserve the absolute right to reject any and all Ballots not proper in form, the acceptance of which would, in the opinion of the Debtors or their counsel, not be in accordance with the provisions of the Bankruptcy Code or the Disclosure Statement Order.

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  • q) Subject to any contraty order of the Court, the Debtors further reserve the right to waive any defects or inegulm·ities or conditions of delivery as to any particular Ballot unless otherwise directed by the Court.

  • r) Unless waived or as ordered by the Court, any defects or inegulm·ities in connection with deliveries of Ballots must be cured within such time as the Debtors (or the Comt) determines, and unless otherwise ordered by the Court, delivery of such Ballots will not be deemed to have been made until such inegulm·ities have been cured or waived.

  • s) Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or inegulm·ities with respect to deliveries of Ballots nor will any of them incur any liabilities for failure to provide such notification. Unless otherwise directed by the Conrt, delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived. Ballots previously furnished (and as to which any inegularities have theretofore not been cured or waived) will not be counted.

  • t) Any Ballot received by telecopier, facsimile or other electronic communication shall not be counted.

  • u) For purposes of determining whether the numerosity and amount requirements of section 1126( c) of the Bankmptcy Code have been satisfied, the Balloting Agent will tabulate only those Ballots received prior to the Voting Deadline.

    • 20. Upon completion of balloting, the Balloting Agent will ce1tify the amount

and number of allowed Claims of each Voting Class accepting or rejecting the Plan and the

amount of allowed Interests of each Voting Class accepting or rejecting the plan. The Debtors

will file such ce1tifications with the Comt prior to the Confirmation Hearing.

  • 21. The Debtors respectfully submit that the Tabulation Rules and Tabulation

Procedures will establish a fair and equitable voting process, particularly given the right of

patties to seek temporaty allowance of their Claims on some other basis, as described in greater

detail below. Therefore, the Debtors seek this Comt's approval of such proposed rules.

  • D. Procedures for Temporary Allowance of Claims

    • 22. The Debtors propose that (i) any holder of a Claim that seeks to challenge

the temporaty allowance of its Claim for voting purposes based on the Tabulation Rules and

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Tabulation Procedures, or (ii) any party that has timely filed a Post-Record Date Filed Claim, be required to file a motion, pursuant to Bankruptcy Rule 3018(a)/ for an order temporarily allowing its Claim in a different amount or classification for purposes of voting to accept or reject the Plan (a "Rule 3018 Motion") and serve the Rule 3018 Motion on the Debtors so that it is received no later than 4:00p.m, prevailing Eastem Time, on May 7, 2010. The Debtors will then have until May 14, 2010, (a) to file and serve any responses to Rule 3018 Motions and (b) coordinate with the Comt to schedule a hearing on or about May 17, 2010, which may be the hearing on confirmation of the Plan, to adjudicate all pending Rule 3018 Motions and responses thereto. In accordance with Bankluptcy Rule 3018, the Debtors further propose that any Ballot submitted by a Claimholder that ftles a Rule 3018 Motion will be counted solely in accordance with the Tabulation Rules and other applicable provisions contained herein unless and until the underlying Claim is temporarily allowed by the Court for voting purposes in a different amount, after notice and a hearing.

II.

Confirmation Hearing, Record Date and Solicitation Packages

  • a) The Confirmation Hearing and Notice Thereof

    • 23. Bankruptcy Rule 3017(c) provides that, on or before the approval of the

Disclosure Statement, the Court "may fix the date for the hearing on confirmation." In accordance with this provision, the Debtors' request that the Confirmation Hearing be set for a date on or about May 17, 2010. In the interests of orderly procedure, the Debtors further request that objections to confmnation of the Plan, if any, must: (a) be in writing; (b) state the name and address of the objecting pmty and the nature of the Claim or Interest of such party; (c) state with pmticularity the basis and nature of any objections to confirmation of the Plan; and (d) be filed

  • 3 Bankruptcy Rule 3018(a) provides, io relevant part, that the "court after notice and heariog may temporarily allow the claim or ioterest io an amount which the court deems proper for the purposes of acceptiog or rejecting a plan."

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with the Comt and served on: (i) the Debtors, Crdentia Corp., 1964 Howell Branch Road, Ste.

206, Winter Park, Florida 32792 (Attn: Rebecca Irish); (ii) co-counsel for the Debtors, Gersten

Savage, LLP, 600 Lexington Avenue, 9th Floor (Attn: Paul Rachmuth), and Bayard, P.A., Attn:

Jamie L. Edmonson, 222 Delaware Avenue, Suite 900, Wihnington, DE 19801,

jedmonson@bayardlaw.com; (iii) counsel for the Debtors' seemed lender, ComVest Capital,

LLC ("ComVest"), Lowenstein Sandler PC, Attn: Thomas A Pitta, Esq, 65 Livingston Avenue,

Roseland, New Jersey 07068; (iv) the United States Trustee for the District of Delaware, 844

King Street, Suite 2207, Wihnington, DE 19801; and (v) counsel for any statutory committee(s)

appointed in these cases, so that they are received no later than 4:00 p.m., prevailing Eastern

Time, on May 10, 2010 (the "Confirmation Objection Deadline"). The Debtors reserve the right

to file a consolidated reply to any such objection no later than May 14, 2010.

  • 24. Bankruptcy Rule 2002(b) requires that the Debtors provide notice to all

creditors and parties in interest at least 28 days prior to the deadline for filing objections to

confirmation of the Plan, and the Confirmation Hearing. Bankruptcy Rule 2002( d), in tum,

requires that equity security holders be given notice of these matters in the manner and form

directed by the Comt. In accordance with these provisions, the Debtors propose to serve a copy

of the notice substantially in the form attached hereto as Exhibit D (the "Confirmation Hearing

Notice") on: (a) all pmties set forth on the creditors matrix maintained by the Debtors' Balloting

Agent and supplied to the Clerk of the Bankruptcy Court, (b) all members of the Voting Classes,

(c) the Secmities and Exchange Commission, (d) Intemal Revenue Service, (e) the United States

Attomey for the District of Delaware, (f) the United States Trustee, (g) the registered holders of

the Interests, who shall be responsible for service to the beneficial holders, and (h) all parties

who have filed a request for notice under Bankruptcy Rule 2002(i). The Confi:tmation Hearing

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Notice sets fmth: (a) the Voting Deadline for the submission of Ballots to accept or reject the

Plan; (b) the deadline for filing Rule 3018 Motions; (c) the Confirmation Objection Deadline;

and (d) the time, date and place of the Confirmation Hearing.

  • 25. In addition to mailing the Confirmation Hearing Notice, the Debtors

propose to publish a shmtened version of the Confirmation Hearing Notice at least once no later

than twenty (20) days before the Confirmation Objection Deadline in the National Edition of The

Wall Street Journal.

  • b. The Record Date

    • 26. Bankruptcy Rule 3017(d) provides that the Couti may set the date on

which the Disclosure Statement is approved as the record date for determining which creditors

and equity security holders are entitled to receive solicitation materials, including ballots for

voting on a plan of reorganization. See Fed. R. Bankr. P. 3017(d). Accordingly, the Debtors

request that the Court establish March 17, 2010 as the record date (the "Record Date") for

purposes of determining which holders of Claims are entitled to receive Solicitation Packages

and, as applicable, vote on the Plan, provided, however, that Claimholders shall have the right to

file Rule 3018 Motion pursuant to the Tabulation Rules and Tabulation Procedures.

  • 27. With respect to any transferred Claim, the Debtors propose that the

transferee will be entitled to receive a Solicitation Package and cast a Ballot on account of the

transfen·ed Claim only if: (a) all actions necessary to effect the transfer of payment and interest

of the Claim pursuant to Bankruptcy Rule 3001(e) have been completed by the Record Date

(including without limitation, the passage of any applicable objection period); or (b) the

transferee files, no later than the Record Date, (i) the documentation required by Bankruptcy

Rule 3001(e) to evidence the transfer and (ii) a sworn statement of the transferor supporting the

validity of the transfer.

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  • c. The Solicitation Packages

    • 28. Bankruptcy Rule 3017(d) identifies the materials that must be provided to

the claimholders for purposes of soliciting votes and providing adequate notice of the hearing on

confirmation of a plan:

Upon approval of a disclosure statement,-except to the extent that the court orders otherwise with respect to one or more unimpaired classes of creditors or equity security holders-the debtor in possession, trustee, proponent of the plan, or clerk as the court orders shall mail to all creditors and equity security holders, and in a chapter 11 reorganization case shall transmit to the United States trustee,

(1)

the plan or a court-approved summary of the plan;

(2)

the disclosure statement approved by the comt;

(3)

notice of the time within which acceptances and rejections of the plan may be filed; and

( 4)

any other information as the comt may direct,

including

any

court opmron approving the

disclosure statement or a court-approved summary

of the opinion.

 

In addition, notice of the time fixed for filing objections and the hearing on confirmation shall be mailed to all creditors and equity security holders in accordance with [Bankruptcy] Rule 2002(b), and a form of ballot conforming to the appropriate Official Form shall be mailed to creditors and equity security holders entitled to vote on the plan.

Fed. R. Bankr. P. 3017(d).

  • 29. In accordance with Bankruptcy Rule 30 17( d), the Debtors propose that,

after entry of the order approving the Disclosure Statement, the following materials be mailed by

the Balloting Agent to all Claimholders in the Voting Classes (the "Solicitation Package"):

  • a) the Confirmation Hearing Notice;

  • b) the Disclosure Statement (together with exhibits thereto, including the Plan, that have been filed with the Court as of the date of mailing);

16

  • c) any applicable letters

from the

Debtors

and

any

other parties

in

interest

recommending that the Claimholders vote to accept the Plan, which letters shall be filed with the Comt prior to the hearing on approval of the Disclosure

Statement;

  • d) an appropriate form of Ballot, and a Ballot return envelope; and

  • f) a copy of the Disclosure Statement Order of the Bankruptcy Court approving the Disclosure Statement.

    • 30. Consistent with sections 1126(f) and 1126(g) of the Bank:mptcy Code and

Bankruptcy Rule 3017(d), the Debtors request that no Solicitation Packages be mailed to holders

of Claims and Interests in Classes that are conclusively deemed to accept or reject the Plan;

namely, the Non-Voting Classes. However, as previously noted, in accordance with Bankmptcy

Rule 3017(d), the Debtors propose that the Non-Voting Classes shall receive the Non-Voting

Notice, substantially in the form of Exhibit C attached hereto.

  • 31. The Balloting Agent will mail the Solicitation Packages no later than five

(5) business days after the entry of an order approving the Disclosure Statement to: (a) the

holders of Claims in the Voting Classes, as applicable, (b) all pmties that have filed requests for

notice in the chapter 11 cases on or before the Record Date; and (c) the United States Trustee for

the District of Delaware.

  • 32. The Debtors submit that the foregoing procedures for providing notice of

the Confnmation Hearing, the Confirmation Objection Deadline and related matters fully comply

with Bankmptcy Rules 2002 and 3017 and the time limits set forth therein, and are both fair to

holders of Claims and Interests and other parties in interest and are calculated to result in votes

and objections that will be known in sufficient time to permit an organized and efficient

Confi1mation Hem·ing. Accordingly, the Debtors respectfully request that the Comt approve such

notice procedures as appropriate under the circumstances and in compliance with the

requirements of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules.

17

33.

Notwithstanding the foregoing notice requirements, the Debtors seek a

wmver fi·om the service requirements with respect to the Confirmation Hem·ing Notice and

Solicitation Package for parties on whom the Disclosure Statement Hearing Notice was served

but retumed as undeliverable and the Debtors could not locate a cunent address after reasonable

diligence.

  • d. Cure Procedures

    • 34. The Plan contemplates the assumption of all executory contracts and

unexpired leases indentified on a Plan Supplement to be filed prior to confirmation. The Debtors

have formulated and request approval of the following procedures for determining cure amounts

tln·ough the Confirmation Date (as defined in the Plan) of the Plan (including amounts of

compensation for actual pecuniary loss, the "Cure Amounts") and the deadline for objections to

the assumption and/or assignment of contracts and/or leases to be assumed and/or assigned in

  • I connection with the Plan (collectively, the "Cure Procedures"):

    • (a) No later than the deadline set forth in the Plan for the filing

of the Plan

Supplement, the Debtors, in consultation with the Secured Lender, shall prepare, file with the Comt and distribute to non-Debtor pmties to any executory contracts and unexpired non-residential real prope1ty leases anticipated to be assumed pursuant to the Plan (the "Anticipated Assumed Contracts and Leases") a notice (a ''Notice of Assignment") listing (i) the

Anticipated Assumed Contracts and Leases, and (ii) the Cure Amounts, if any.

  • (b) The non-Debtor pmties to the Anticipated Assumed Contracts and Leases shall have until May 13, 2010 at 4:00 p.m. (prevailing Eastern Time) (the "Contract Objection Deadline"), which deadline may be extended in the sole discretion ofthe Debtors, in consultation with ComVest, to object (a "Contract Objection") to (i) the Cure Amounts listed by the Debtors and to propose alternative cure amounts, and/or (ii) the proposed assumption and assignment of the Anticipated Assumed Contracts and Leases pursuant to the Plan.

  • (c) Any pmty objecting to the Cure Amounts, whether or not such pmty previously has filed a proof of claim with respect to amounts due under the applicable agreement, or objecting to the potential assumption and

18

assignment of Anticipated Assumed Contracts and Leases, shall be required to file and serve a Contract Objection, in writing, setting fmth with specificity any and all cure obligations that the objecting party asse1ts must be cured or satisfied in respect of the Anticipated Assumed Contracts and Leases and/or any and all objections to the potential assumption and assignment of such agreements, together with all documentation supporting such cure claim or objection, upon the Objection Notice Parties so that the Contract Objection is received no later than 4:00 p.m. (prevailing Eastern Time) on the Contract Objection Deadline or the Amended Contract Objection Deadline, as applicable. If a Contract Objection is timely filed, the Banktuptcy Comt shall hear any such Contract Objection and determine the amount of any disputed cure amount or objection to assumption and assignment not settled by the parties at the Confirmation Hearing or such later date as the Court may deem appropriate.

··i

  • (d) In the event that no Contract Objection is timely filed, the applicable pmty shall be deemed to have consented to the Cure Amount proposed by the Debtors and shall be forever enjoined and barred from seeking any additional amount on account of the Debtors' cure obligations under section 365 of the Bankruptcy Code or otherwise fi·om the Debtors, their estates, the Reorganized Debtors, ComVest, the purchaser or their respective prope1ties on account of the assumption and assignment of such executory contract or unexpired non-residential real property lease and deemed to have consented to the proposed assignment and assumption. In addition, if no timely Contract Objection is filed, the Reorganized Debtors shall enjoy all of the rights and benefits under all Anticipated Assumed Contracts and Leases, without the necessity of obtaining any party's written consent to the Debtors' assumption and assignment of such rights and benefits, and each such pmty shall be deemed to have waived any right to object to, consent to, condition or otherwise restrict any such assumption and assignment.

NO PRIOR REQUEST

  • 35. No prior request for the relief sought herein has been made by the Debtors

to this or any other Comt.

NOTICE

  • 36. No trustee, examiner or creditors' committee has been appointed in these

chapter 11 cases. Copies of this Motion, the Disclosure Statement, the Plan and a notice of the

hearing to approve this Motion and the Disclosure Statement (the "Disclosure Statement

19

Notice") have been served upon the following parties: (a) the United States Tmstee; (b) those

parties listed on the consolidated list of creditors holding the twenty (20) largest unsecured

claims against the Debtors, as identified in their chapter 11 petitions; (c) counsel for ComVest;

(d) the Securities and Exchange Commission; and (e) all parties filing requests for notice

pursuant to Bankmptcy Rule 2002(i) in these chapter II cases. In addition to serving the

Disclosure Statement Notice on the foregoing parties, the Debtors have served the Disclosure

Statement Notice on all other persons and entities to whom service is required to be made under

Bankmptcy Rule 3017(a). Under the circumstances, the Debtors submit that no other or finiher

notice is required.

CONCLUSION

WHEREFORE, the Debtors respectfully request that the Comi enter an Order,

substantially in the form attached hereto as Exhibit A: (i) approving the Disclosure Statement;

(ii) establishing procedures for solicitation and tabulation of votes to accept or reject the Plan;

(iii) approving the form of Ballots and solicitation materials; (iv) establishing a voting record

date; (v) fixing the date, time and place for the Confirmation Hearing and deadline for filing

objections thereto; (vi) approving the related notice provisions; (vii) approving the Balloting

Agent; (viii) approving cure procedures and ( ix) granting such other and further relief that the

Court deems just and proper.

March 17,2010 Wilmington, Delaware

BAYARD, P.A.

Is/ Jamie L. Edmonson

Jamie L. Edmonson (No. 4247)

  • 222 Delaware A venue, Suite 900

Wilmington, DE 19801 Phone: (302) 655-5000

Fax: (302) 658-6395

-and-

20

GERSTEN SAVAGE, LLP Paul Rachmuth

  • 600 Lexington A venue

New York, New York 10022 Telephone: (212) 752-9700

Facsimile: (212) 980-5192

Proposed Counsel for the Debtors and Debtors in Possession

EXHIBIT A

Proposed Disclosure Statement Order

I

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Inre

Chapter 11

CRDENTIA CORP., et al./

Case No.

_

 

Debtors.

(Joint Administration Requested)

ORDER (I) APPROVING DISCLOSURE STATEMENT, (II) ESTABLISIDNG PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT JOINT CHAPTER 11 PLAN OF REORGANIZATION, (III) ESTABLISIDNG VOTING RECORD DATE, (IV) SCHEDULING A HEARING ON CONFIRMATION OF JOINT PLAN OF REORGANIZATION, (V) APPROVING THE FORM OF BALLOTS AND SOLICITATION MATERIALS, (VI) APPROVING RELATED NOTICE PROCEDURES, (VII) APPROVING THE BALLOTING AGENT, (VIII) APPROVING CURE PROCEDURES AND (IX) GRANTING RELATED RELIEF

Upon the motion (the "Motion") 2 of the above-captioned debtors and debtors in

possess10n (collectively, the "Debtors"), for entry of an Order (i) Approving Disclosure

Statement, (ii) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or

Reject Join Plan of Reorganization, (iii) Approving the Form of Ballots and Solicitation

Materials, (iv) Establishing Voting Record Date, (v) Scheduling a Hearing on Confirmation of

Joint Plan or Reorganization, (vi) Approving Related Notice Procedures, (vii) approving the

balloting agent and (viii) granting related relief; and upon consideration of the Motion and all

pleadings related thereto, including the statements of counsel made at the Disclosure Statement

Hearing; and the Court having determined that the legal and factual bases set forth in the Motion

and at the Disclosure Statement Hearing establish just cause for the relief granted herein;

1 The Debtors, along with the last four digits of their federal tax identification numbers, are: Crdentia Corp.(570l), 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 defmed herein have the meaning given to them in the Motion.

THE COURT HEREBY FINDS AS FOLLOWS:

  • A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157

and 1334.

  • B. This is a core proceeding pursuant to 28 U.S. C. § 157(b)(2).

  • C. Notice of the Motion and the Disclosure Statement Hearing was sufficient

and proper under the circumstances and complied with the requirements of the Bankmptcy Code,

the Bankmptcy Rules and the Local Rules.

  • D. The relief requested in the Motion and granted herein is warranted under

the circumstances and is in the best interests of the Debtors, their respective estates and creditors.

  • E. The Disclosure Statement contains adequate information within the

meaning of section 1125 of the Bankruptcy Code and the solicitation of acceptances or rejections

of the Plan by the use of the Disclosure Statement shall be deemed to be in good faith within the

meaning of section 1125(e) of the Bankruptcy Code.

  • F. The forms of ballots attached to the Motion as Exhibit B (the "Ballot"):

(i) are consistent with Official Form No. 14, (ii) adequately address the particular needs of these

chapter 11 cases, (iii) are appropriate for each Class of Claims entitled to vote to accept or reject

the Plan, and (iv) comply with Bankruptcy Rule 3017(d).

  • G. Ballots need not be provided to holders of Claims or Interests in the

following Classes, as such Non- Voting Classes are either Unimpaired and are conclusively

presumed to have accepted the Plan in accordance with section 1126(f) of the Bankruptcy Code

or are Impaired but will neither retain nor receive any property under the Plan and are thus

conclusively deemed to have rejected the Plan under section 1126(g) of the Bankruptcy Code:

Class 1

Other Priority Claims

THE COURT HEREBY FINDS AS FOLLOWS: A. The Court has jurisdiction over this matter pursuant to

2

Class 3

Other Secured Claims

Deemed Accepting - Unimpaired

Class4

DIP Loan Claims

Deemed Accepting - Unimpaired

Class 6

Trade Claims

Deemed Accepting - Unimpaired

Class 7

Intercompany Claims

Deemed Rejecting - Will not receive or retain any property

Class 8

Interests in the Subsidiaries

Deemed Accepting- Unimpaired

Class 9

Interests in Crdentia

Deemed Rejecting - Will not receive or retain an.v property

  • H. The period during which the Debtors may solicit votes to accept or reject

the Plan, as established by this Order, provides sufficient time for Claimholders to make

informed decisions to accept or reject the Plan and submit their Ballots in a timely fashion.

  • I. The Tabulation Rules and the Tabulation Procedures for the solicitation

and tabulation of votes to accept or reject the Plan, as approved herein, provide a fair and

equitable voting process and are consistent with section 1126 of the Bankruptcy Code.

  • J. The contents of the Solicitation Packages and the procedures for providing

notice of the Confirmation Hearing and the other matters set forth in the Confirmation Hearing

Notice comply with the Bankruptcy Rules 2002 and 3017 and constitute sufficient notice to all

interested parties in accordance with Bankruptcy Code, the Bankruptcy Rules and the Local

Rules.

ACCORDINGLY, IT IS HEREBY ORDERED:

  • 1. The Motion is GRANTED.

  • 2. The Disclosure Statement is APPROVED.

  • 3. The Debtors are authorized to make non-substantive changes to the

Disclosure Statement without frniher approval of the Court prior to its dissemination, including,

without limitation, changes to conect typographical and grammatical en·ors and to make

3

conforming changes among the Disclosure Statement, the Plan, and any other materials to be

included in the Solicitation Package prior to their distribution; and it is further

 

4.

The Ballots substantially in the form attached to the Motion as Exhibit B,

including the instmctions attached to the Ballots, are APPROVED.

 

5.

The Ballots shall be distributed to the Claimholders in the following

 

Voting Classes entitled to vote to accept or reject the Plan:

 
 

Ballot No.1

Class 2 Claims Ballot

Prepetition Secured Lender Claims

 

Ballot No.2

Class 5 Claims Ballot

General Unsecured Claims

6.

Ornni Management Group, LLC 1s approved and appointed as the

 

Debtors' balloting agent (the "Balloting Agent").

 
 

7.

In order to be counted as votes to accept or reject the Plan, all Ballots must

:-;

 

,

be properly executed, completed and delivered, by either mail, overnight courier or personal

 

delivery, to the Balloting Agent, so that they are actually received no later than 4:00 p.m.,

 

prevailing Eastern Time, on [May 13, 2010] (the "Voting Deadline"). Ballots transmitted by

facsimile or electronic mail will not be counted.

 
 

8.

Solely for the purposes of voting on the Plan-and not for the purpose of

allowance of or distributions on account of any Claim and without prejudice to the Debtors'

rights in any other context-each Claim or Interest within a Voting Class shall be temporarily

allowed in accordance with the following mles (the "Tabulation Rules"):

  • a) If a Claim is scheduled on the Debtors' Schedules of Assets and Liabilities (the "Schedules") in an amount greater than $0.00 and not listed as "disputed," "contingent," or "unliquidated" in the Schedules, such Claim will be temporarily allowed for voting purposes in the amount set forth in the Schedules.

  • b) If a proof of claim has been filed on account of such Claim before the Record Date (as defined below), such Claim will be temporarily allowed for voting

4

purposes in the noncontingent, liquidated and undisputed amount set forth in the proof of claim.

  • c) If a proof of claim is filed during the period commencing on the Record Date tlu·ough and including the General Bar Date (a "Post-Record Date Filed Claim") and such Claimant wants such Claim to be temporarily allowed for voting purposes in the amount set forth in such Post- Record Date Filed Claim, then the person or entity filing such Post-Record Date Filed Claim must (i) serve the Balloting Agent by mail, overnight courier or personal delivery with a written request for a provisional ballot (a "Provisional Ballot") so that such request is received no later than the General Bar Date and (ii) timely file a Rule 3018 Motion (as defined below) in the manner herein prescribed.

  • d) If a Claim is deemed allowed under the Plan, such Claim will be temporarily allowed for voting purposes in the amount set forth therein.

  • e) If a Claim is listed on the Schedules, or a proof of claim filed before the Record Date is identified on its face, as contingent, unliquidated or disputed, either in whole or in part, only the noncontingent, liquidated and undisputed portion, if any, of such Claim will be deemed temporarily allowed for voting purposes, subject to the other Tabulation Rules, and the remaining portion of such Claim will be disallowed for voting purposes.

  • f) If a Claim has been allowed pursuant to a stipulation approved by the Coutt, such Claim will be deemed allowed for voting purposes in the amount set forth in such stipulation.

  • g) If a Claim has been estimated or otherwise allowed for voting purposes by order of the Coutt, such Claim will be temporarily allowed for voting purposes in the amount so estimated or allowed by the Court.

  • h) If on or before [April 28, 201 OJ the Debtors have filed and served an objection to or motion to disallow or reclassify a Claim, or to allow or estimate the Claim in an amount different from the amount asserted in the Claim, such Claim will be temporarily allowed for voting purposes in the lesser amount and classification requested by such objection or motion.

  • i) If a holder of a Claim identifies a Claim amount in its Ballot that is less than the amount otherwise calculated in accordance with the Tabulation Rules, the Claim will be temporarily allowed for voting purposes in the lesser amount identified on such Ballot.

  • j) Creditors will not be entitled to vote Claims to the extent such Claims duplicate or have been superceded by other Claims filed by or on behalf of such creditors. The Balloting Agent will determine whether a Claim is duplicative or superceded in the Balloting Agent's discretion.

5

  • k) A party shall not be entitled to a vote on the Plan based upon a guarantee or other theory of payment. There shall be allowed only one vote per Claim regardless of how many Debtors may be subject to legal liability.

    • 9. The following additional procedures shall be utilized in tabulating the

Ballots (the "Tabulation Procedures"):

  • a) Except to the extent the Debtors othetwise determine, or as permitted by the Court, any Ballots received after the Voting Deadline will not be accepted or counted by the Debtors in connection with the Debtors' request for confrrmation of the Plan.

  • b) Any Ballot which is otherwise properly completed, executed and timely retumed that does not indicate an acceptance or rejection ofthe Plan shall not be counted.

  • c) Any Ballot which is retumed indicating acceptance or rejection of the Plan but which is unsigned shall not be counted.

  • d) Whenever a Claimholder casts more than one Ballot voting the same Claim or Interest prior to the Voting Deadline, only the last timely Ballot received will be deemed to reflect the voter's intent and will thus supersede any prior Ballots.

  • e) If a Claimholder casts simultaneous duplicative Ballots which are voted inconsistently, such Ballots shall count as one vote accepting the Plan and the releases contained therein.

1)

Each Claimholder shall be deemed to have voted the full amount of its Claim or Interest as set fmth on the Ballot.

  • g) Claimholders shall not split their vote within a Claim, thus each Claimholder shall vote all of its Claim within a patticular class either to accept or reject the Plan.

  • h) Ballots partially rejecting and pattially accepting the Plan shall not be counted.

  • i) The method of delivery of Ballots to the Balloting Agent is at the risk of each Claimholder, and such delivery will be deemed made only when the original Ballot is actually received by the Balloting Agent.

  • j) No Ballot should be sent to the Debtors, agents of the Debtors (other than the Balloting Agent) or the Debtors' financial or legal advisors (other than the Balloting Agent).

    • k) The Debtors expressly reserve the right to amend the terms of the Plan (subject to compliance with section 1127 of the Bankruptcy Code). If the Debtors make material changes in the terms of the Plan, the Debtors will disseminate additional solicitation materials and extend the solicitation period, in each case to the extent required by law or further order of the Comt.

6

1) If a Ballot is signed by a trustee, executor, administrator, guardian, attorney-in- fact, officer of a corporation, or other person acting in a fiduciary or representative capacity on behalf of a Claimholder, such person shall be required to indicate such capacity when signing and, at the Balloting Agent's discretion, must submit proper evidence satisfactory to the Balloting Agent to so act on behalf of the Claimholder.

;

j

  • m) The Debtors, in their sole discretion, subject to contrary order of the Comi, may waive any defect in any Ballot at any time, either before or after the close of voting, and without notice. Unless the Ballot being furnished is timely submitted on or prior to the Voting Deadline, the Debtors may, in their sole discretion, reject such Ballot as invalid and, therefore, not count it in connection with confirmation of the Plan.

  • n) In the event a designation is requested under section 1126(e) of the Bankmptcy Code, any vote to accept or reject the Plan cast with respect to such Claim will not be counted for purposes of determining whether the Plan has been accepted or rejected, unless the Conti orders otherwise.

  • o) Any Claimholder who has delivered a valid Ballot voting on the Plan may withdraw such vote solely in accordance with Bankmptcy Rule 3018(a).

  • p) Subject to any contrary order of the Court, the Debtors reserve the absolute right to reject any and all Ballots not proper in form, the acceptance of which would, in the opinion of the Debtors or their counsel, not be in accordance with the provisions of the Bankruptcy Code or the Disclosure Statement Order.

  • q) Subject to any contrary order of the Court, the Debtors futther reserve the right to waive any defects or irregularities or conditions of delivery as to any particular Ballot unless otherwise directed by the Court.

  • r) Unless waived or as ordered by the Court, any defects or inegularities in connection with deliveries of Ballots must be cured within such time as the Debtors (or the Comi) determines, and unless otherwise ordered by the Court, delivery of such Ballots will not

be deemed to

inegularities have been cured or waived.

have been made until such

  • s) Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or inegularities with respect to deliveries of Ballots nor will any of them incur any liabilities for failure to provide such notification. Unless otherwise directed by the Comt, delivery of such Ballots will not be deemed to have been made until such in·egularities have been cured or waived. Ballots previously furnished (and as to which any irregularities have theretofore not been cured or waived) will not be counted.

  • t) Any Ballot received by telecopier, facsimile or other electronic communication shall not be counted.

7

  • u) For purposes of detennining whether the numerosity and amount requirements of section 1126(c) of the Bankruptcy Code have been satisfied, the Balloting Agent will tabulate only those Ballots received prior to the Voting Deadline.

    • 10. Upon completion of the balloting, the Balloting Agent will certify the

amount and number of allowed Claims of each Voting Class accepting or rejecting the Plan and

the amount of allowed Interests of each Voting Class accepting or rejecting the Plan. The

Debtors shall cause such certifications to be filed with the Comi prior to the Confirmation

Hearing.

II. If any Claimholder seeks to challenge the allowance of its Claim for

voting purposes m accordance with the Tabulation Rules and Tabulation Procedures, such

Claimholder must file a motion, pursuant to Bankruptcy Rule 30 18( a) for an order temporarily

allowing its Claim or Interest in a different amount or classification for purposes of voting to

accept or reject the Plan (a "Rule 3018 Motion") and serve the Rule 3018 Motion on the Debtors

,•1

'

so that it is received no later than 4:00p.m., prevailing Eastern Time, on [May 7, 2010]. The

Debtors shall then have until [May 14, 2010], to (a) file and serve any responses to such Rule

3018 Motions, and (b) coordinate with the Comito schedule a hearing to adjudicate and resolve

all pending Rule 3018 Motions and any responses thereto. Any Ballot submitted by a

Claimholder that files a Rule 3018 Motion shall be counted solely in accordance with the

Tabulation Rules and the other applicable provisions of this Order unless and until the

underlying Claim is temporarily allowed by the Court for voting purposes in a different amount,

after notice and a hearing.

  • 12. The Confirmation Hearing is hereby scheduled for [May 17, 2010], at

_:_0

_.

m,

prevailing Eastern Time. The Confirmation Hearing may be continued from time to

time by the Cmui without finiher notice other than the announcement of the adjourned date(s) at

the Confirmation Hearing or any continued hearing.

8

13.

Objections, if any, to confirmation of the Plan must: (a) be in writing; (b)

state the name and address of the objecting party and the nature of the Claim or Interest of such

party; (c) state with pmiicularity the basis and nature of any objections to confirmation of the

Plan; and (d) be filed with the Court and served on: (i) the Debtors, Crdentia Corp., 1964 Howell

Branch Road, Ste. 206, Winter Park, Florida 32792 (Attn: Rebecca Irish); (ii) co-counsel for the

Debtors, Gersten Savage, LLP, 600 Lexington Avenue, 9th Floor (Attn: Paul Rachmuth), and

Bayard, P.A., Attn: Jamie L. Edmonson, 222 Delawm·e Avenue, Suite 900, Wilmington, DE

19801, jedmonson@bayardlaw.com; (iii) counsel for the Debtors' secured lender, ComVest

Capital, LLC ("ComVest"), Lowenstein Sandler PC, Attn: Thomas A Pitta, Esq, 65 Livingston

Avenue, Roseland, New Jersey 07068; (iv) the United States Trustee for the District of

Delaware, 844 King Street, Suite 2207, Wilmington, DE 19801; and (v) counsel for any statutory

comrnittee(s) appointed in these cases (collectively, the "Objection Notice Pmiies"), so that they

are received no later than 4:00 p.m., prevailing Eastern Time, on [May 10, 2010] (the

"Confirmation Objection Deadline"). The Debtors shall have the right to file a consolidated

reply to any such objections no later than [May 14, 2010].

  • 14. Any objection not properly and timely filed and served shall be deemed to

be waived.

  • 15. The Confirmation Hearing Notice in substantially the fmm attached to the

Motion as Exhibit D is APPROVED. The Balloting Agent, Debtors or their respective designees

shall serve copies of the Confirmation Hem·ing Notice, along with the other materials comprising

the Solicitation Package, in accordance with the procedures set fmih below. In addition to

mailing the Confn·mation Hearing Notice as pmi of the Solicitation Package, the Confirmation

Hearing Notice shall also be served to (a) all parties set forth on the creditors matrix maintained

9

by the Debtors' Balloting Agent and supplied to the Clerk of the Bankruptcy Court, (b) all

members of the Voting Classes, (c) the Securities and Exchange Commission, (d) Internal

Revenue Service, (e) the United States Attorney for the District of Delaware, (f) the United

States Trustee, (g) the registered holders of the Interests, who shall be responsible for service to

the beneficial holders, and (h) all patties who have filed a request for notice under Bankruptcy

Rule 2002(i). Moreover, a shortened version of the Confirmation Heming Notice shall be

published at least once no later than twenty (20) days before the Confirmation Objection

Deadline in the National Edition of the Wall Street Journal.

  • 16. The Non- Voting Notice for the Non- Voting Classes in substantially the

fonn attached to the Motion as Exhibit C is APPROVED. The Debtors, the Balloting Agent or

their respective designees shall serve a copy of the Non-Voting Notice upon the members of the

Non-Voting Classes.

  • 17. Pursuant to Bankruptcy Rule 3017(d), [Mmch 17, 2010] shall be the

record date for purposes of determining which holders of Claims

me entitled to receive

Solicitation Packages and, where applicable, vote on the Plan (the "Record Date").

  • 18. With respect to any transferred Claim, the transferee shall be entitled to

receive a Solicitation Package and cast a Ballot on account of the transferred Claim only if: (a)

all actions necessmy to effect the transfer of payment and interest of the Claim pursuant to

Bankmptcy Rule 3001(e) have been completed by the Record Date (including without limitation,

the passage of any applicable objection period); or (b) the transferee files, no later than the

Record Date, (i) the documentation required by Bankmptcy Rule 3001(e) to evidence the transfer

and (ii) a sworn statement of the transferor suppotting the validity of the transfer.

10

19.

The Debtors, the Balloting Agent or their respective designees shall mail

Solicitation Packages containing copies of (a) the Confirmation Hearing Notice; (b) the

Disclosure Statement (together with the exhibits thereto, including the Plan, that have been filed

with the Court before the date of the mailing); (c) any applicable letters from the Debtors and the

Committees recommending that claimants vote to accept the Plan that have been approved by the

Court; (d) a form

of Ballot and a Ballot return envelope, and (e) a copy of the Order of the

Bankruptcy Court order approving the Disclosure Statement. Consistent with sections 1126( f)

and 1126(g) of the Bankruptcy Code, Solicitation Packages will not be mailed to holders of

Claims in the Non- Voting Classes.

  • 20. The Debtors, the Balloting Agent or their respective designees will mail

the Solicitation Packages

no later than five ( 5) business days after the entry of an order

approving the Disclosure Statement to (a) the holders of Claims in the Voting Classes, as

applicable, (b) all parties that have filed requests for notice in the chapter 11 cases on or before

the Record Date; and (c) the United States Trustee for the District of Delaware.

  • 21. Neither the Debtors nor the Balloting Agent shall be required to serve the

Confirmation Hearing Notice or the Solicitation Package on parties for which the Disclosure

Statement Hearing Notice was served but returned as undeliverable and the Debtors could not

find a better address after reasonable diligence.

  • 22. The Debtors are authorized to make non-substantive changes to any

documents in the Solicitation Package without further approval of the Comt prior to its

dissemination, including, without limitation, changes to conect typographical and grammatical

enors and to make conforming changes among the Disclosure Statement, the Plan, and any other

materials included in the Solicitation Package prior to their distribution.

11

23.

The following procedures for determining cure amounts through the

Confirmation Date (as defined in the Plan) of the Plan (including amounts of compensation for

actual pecuniary loss, the "Cure Amounts") and the deadline for objections to the assumption

and/or assignment of contracts and/or leases to be assumed and/or assigned in connection with

the Plan (collectively, the "Cure Procedures") are hereby approved.

  • (a) No later than the deadline set forth in the Plan for the filing of the Plan Supplement, the Debtors, in consultation with ComVest, shall prepare, file with the Court and distribute to non- Debtor parties to any executory contracts and unexpired non-residential real property leases anticipated to be assumed pursuant to the Plan (the "Anticipated Assumed Contracts and Leases") a notice (a "Notice of Assignment") listing (i) the Anticipated Assumed Contracts and Leases, and (ii) the Cure Amounts, if any.

  • (b) The non-Debtor patties to the Anticipated Assumed Contracts and Leases shall have until [May 13, 2010] at 4:00 p.m. (prevailing Eastern Time) (the "Contract Objection Deadline"), which deadline may be extended in the sole discretion of the Debtors, in consultation with ComVest, to object (a "Contract Objection") to (i) the Cure Amounts listed by the Debtors and to propose alternative cure amounts, and/or (ii) the proposed assumption and assignment of the Anticipated Assumed Contracts and Leases pursuant to the Plan.

  • (c) Any patty objecting to the Cure Amounts, whether or not such patty previously has filed a proof of claim with respect to amounts due under the applicable agreement, or objecting to the potential assumption and assignment of Anticipated Assumed Contracts and Leases, shall be required to file and serve a Contract Objection, in writing, setting fmth with specificity any and all cure obligations that the objecting party asserts must be cured or satisfied in respect of the Anticipated Assumed Contracts and Leases and/or any and all objections to the potential assumption and assignment of such agreements, together with all ·documentation supporting such cure claim or objection, upon the Objection Notice Patties so that the Contract Objection is received no later than 4:00 p.m. (prevailing Eastern Time) on the Contract Objection Deadline or the Amended Contract Objection Deadline, as applicable. If a Contract Objection is timely filed, the Bankruptcy Comt shall heat· any such Contract Objection and determine the amount of any disputed cure amount or objection to assumption and assignment not settled by the parties at the Confirmation Hearing or such later date as the Comt may deem appropriate.

12

  • (d) In the event that no Contract Objection is timely filed, the applicable patiy shall be deemed to have consented to the Cure Amount proposed by the Debtors aud shall be forever enjoined and baned from seeking any additional amount on account of the Debtors' cure obligations under section 365 of the Bankruptcy Code or otherwise from the Debtors, their estates, the Reorganized Debtors, ComVest or their respective prope1iies on account of the assumption and assignment of such executory conh·act or unexpired non-residential real propeliy lease and deemed to have consented to the proposed assignment and assumption. In addition, if no timely Contract Objection is filed, the Reorganized Debtors shall enjoy all of the rights and benefits under all Anticipated Assumed Conh·acts and Leases, without the necessity of obtaining auy paliy's written consent to the Debtors' assumption aud assignment of such rights aud benefits, and each such paliy shall be deemed to have waived auy right to object to, consent to, condition or otherwise restrict auy such assumption and assignment.

    • 24. Nothing in this Order shall be deemed to constitute a waiver of, determine

or prejudice auy rights or arguments that are the subject of a timely filed Contract Objection. In

addition, notwithstanding the inclusion of au Anticipated Assigned Contract and Lease on a

schedule or the sending of an Assignment Notice to an Assumed Contract and Lease

counterpatiy, the Debtors, in consultation with ComVest or the purchaser, shall have the right to

decide not to assume aud assign such Anticipated Assumed Contract aud Lease at any time prior

to the Comi's entry of an order approving assumption aud assignment of such Assigned Contract

and Lease or as otherwise permitted pursuant to the terms of the Plan.

  • 25. The Debtors are authorized to take or refrain fi'om taking auy action

necessary or appropriate to implement the terms of, and the relief granted in, this Order without

seeking ftuiher order of the

Co mi.

13

26.

The Court shall retain jurisdiction as to all matters relating to the

interpretation, implementation, and enforcement of this Order.

  • 27. This Order is effective immediately upon ently.

Dated: =c---:--=-"' 2010

.:

'

Wilmington, Delaware

United States Bankruptcy Judge

14

EXHIBITB

Ballots

"

:-1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re

Chapter 11

CRDENTIA CORP., et al./

Case No. 10-

_

Debtors.

(Joint Administration Requested)

Voting Deadline: 2010, at _:

.m.

(ET)

(Your Ballot must be actually received by the Balloting Agent by this deadline)

BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS' JOINT CHAPTER 11 PLAN OF REORGANIZATION

CLASS 2 -Secured Lender Claims This is a ballot to vote to accept or reject the Debtors' Joint Chapter 11 Plan of Reorganization

(the "Plan"). 2 If you have more than one claim entitled to vote, you will receive additional ballot(s) on

which to cast your vote.

If you have more than one clam in the same Class, you must vote all claims

within that Class the same way.

PLEASE READ THIS ENTIRE BALLOT BEFORE COMPLETING. PLEASE COMPLETE, :

DATE AND SIGN THIS BALLOT AND RETURN IT IN THE ENCLOSED:

PREADDRESSED, POSTAGE PREPAID ENVELOPE. THIS BALLOT MUST BE:

 

'

ACTUALLY

RECEIVED

BY

OMNI

MANAGEMENT

GROUP,

LLC

(THE:

"BALLOTING AGENT"), 16161 VENTURA BLVD., SUITE C, PMB 426, ENCINO, CA:

91436

(ATTN:

PAUL

DEUTCH),

ON

OR BEFORE

!MAY 13,

2010],

AT

4:00

P.M., :

PREY AILING EASTERN TIME.

 

:

PLEASE READ THE FOLLOWING BEFORE COMPLETING YOUR BALLOT

This Ballot is submitted to you to solicit your vote to accept the Plan, which is described in the disclosure statement in support of the Plan, dated March 17, 2010 (the "Disclosure Statement"). A copy of the Plan is attached as Exhibit A to the Disclosure Statement. The United States Bankruptcy Court for

the District of Delaware (the "Bankruptcy Court") approved the Disclosure Statement on[

_ 2010]. The Disclosure Statement provides information to assist you in deciding whether to accept or

___

reject the Plan. A copy of the Disclosure Statement is included with this Ballot.

Please complete, sign and date this Ballot and return it to the Balloting Agent, Omni Management Group, LLC, 16161 Ventura Blvd., Suite C, PMB 426, Encino, CA 91436 (Attn: Paul Deutch), in the enclosed preaddressed, postage prepaid envelope. If your Ballot is not ACTUALLY RECEIVED by 4:00p.m., prevailing Eastern Time, on [May 13, 2010] it will not be counted. The Balloting Agent

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, Iuc. (3631), CRDE Corp. (2509), GHS Acquisition Corporation (9736), Health Industry Professionals, LLC (4246), HIP Holding, Iuc. (3468), MP Health Corp. (4403), New Age Staffing, Iuc. (1214) and Nurses Network, Iuc. (6291). The Debtors' mailing address for purposes ofthese cases is 1964 Howell Branch Road, Ste. 206, Winter Park, Florida 32792.

  • 2 Capitalized terms not otherwise defined shall have the meanings given in the Plan.

will not accept Ballots by facsimile transmission.

By signing this Ballot, you make the following certifications:

"I have received or obtained a copy of the Disclosure Statement and the exhibits thereto, including the Plan."

"I understand that, if this Ballot is validly executed and returned without checking a box to ACCEPT or REJECT, this Ballot will not be counted."

"I have the full power and authority to vote to accept or reject the Plan on behalf of the claimant listed herein."

The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you if it is accepted by the holders of at least two-thirds in amount and more than one-half in number of the allowed claims in each class voting on the Plan. In the event the requisite acceptances are not obtained, the Bankruptcy Court may nevertheless confirm the Plan if the Bankruptcy Court finds that the Plan provides fair and equitable treatment to, and does not discriminate unfairly against, the class or classes rejecting it and otherwise satisfies the requirements of section 1129 of the Bankruptcy Code. To have your vote count you must complete and return this Ballot by 4:00p.m., prevailing Eastern Time, so that it is actually received by the Balloting Agent on or before [May 13, 2010]. Unsigned Ballots will not be counted.

This Ballot is for voting purposes only and does not constitute and shall not be deemed a proof of claim or interest or an admission by the Debtors of the validity of a claim or interest.

IF YOU HAVE ANY QUESTIONS CONCERNING THE DISCLOSURE STATEMENT, THE PLAN, THIS BALLOT OR THE VOTING PROCEDURES, OR IF YOU NEED A BALLOT OR ADDITIONAL COPIES OF ANY ENCLOSED MATERIALS, PLEASE CONTACT PAUL DEUTCH, AT OMNI MANAGEMENT GROUP, LLC, PH: (212) 302- 3580. THE BALLOTING AGENT WILL NOT ACCEPT BALLOTS BY FACSIMILE, TELECOPY TRANSMISSION OR ELECTRONIC MAIL.

BALLOT

r-------------------------------------------------------------------------------------------------------1

I

'

1

!

label

I

I

i

i

  • I l_____________________________________________________________________________________________________

'

j

Item 1: Voting Classification and Amount. As oftherecorddate ofMarch 17,2010, the nndersigned is a holder of a Class 2 -Secured Lender Claim (as defined in the Plan) against the Debtors in the amount set forth above for voting purposes.

Item 2: Vote. The undersigned votes the above-listed Class 2 Claim to (check one box):

Accept the Plan

Name

By:

__

D

Reject the Plan

lo

ofCreditor:. ____ (Print or Type)

~-----------

,---c-c--cc----,---:----:----:--,------

(Signature of Creditor or Authorized Agent)

Print Name of Signatory:

_____________

_

Title:

________ (If Applicable)

_,_,_,----------

Street Address:

_________________

_

(City, State aud Zip Code)

Telephone Number: L_)

____________

_

(Social Security or Federal Tax I. D. No.)

Date Completed:

________________

_

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re

Chapter 11

CRDENTIA CORP., eta!./

Case No.

_

Debtors.

(Joint Administration Requested)

Voting Deadline: 2010, at _:

.m.

(ET)

(Your Ballot must be actuaUy received by the Balloting Agent by this deadline)

BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS' JOINT CHAPTER 11 PLAN OF REORGANIZATION

CLASS 5- General Unsecured Claims

This is a ballot to vote to accept or reject the Debtors' Joint Chapter 11 Plan of Reorganization

(the "Plan''). 2 If you have more than one claim entitled to vote,

you will receive additional ballot(s) on

which to cast your vote. If you have more than one clam in the same Class, you must vote all claims

within that Class the same way.

: PLEASE READ THIS ENTIRE BALLOT BEFORE COMPLETING. PLEASE COMPLETE, :

: DATE

AND

SIGN

THIS

BALLOT

AND

RETURN

IT

IN

THE

ENCLOSED :

: PREADDRESSED, POSTAGE PREPAID ENVELOPE. THIS BALLOT MUST BE:

 

'

'

:ACTUALLY

RECEIVED

BY

OMNI

MANAGEMENT

GROUP,

LLC

(THE:

: "BALLOTING AGENT"), 16161 VENTURA BLVD., SUITE C, PMB 426, ENCINO, CA :

: 91436

(ATTN:

PAUL

DEUTCH),

ON

OR BEFORE

[MAY 13, 2010],

AT

4:00

P.M.,

:

:

PREYAILING EASTERN TIME.

 

:

PLEASE READ THE FOLLOWING BEFORE COMPLETING YOUR BALLOT

This Ballot is submitted to you to solicit your vote to accept the Plan, which is described in the disclosure statement in support of the Plan, dated March 17, 2010 (the "Disclosure Statement"). A copy of the Plan is attached as Exhibit A to the Disclosure Statement. The United States Bankruptcy Court for

the District of Delaware (the "Bankruptcy Court") approved the Disclosure Statement on[

___ __ 201 0]. The Disclosure Statement provides information to assist you in deciding whether to accept or

,

reject the Plan. A copy of the Disclosure Statement is included with this Ballot.

Please complete, sign and date this Ballot and return it to the Balloting Agent, Ornui Management Group, LLC, 16161 Ventura Blvd., Suite C, PMB 426, Encino, CA 91436 (Attn: Paul Deutch), in the enclosed preaddressed, postage prepaid envelope. If your Ballot is not ACTUALLY RECEIVED by 4:00p.m., prevailing Eastern Time, on [May 13, 2010] it will not be counted. The Balloting Agent

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) aud Nurses Network, Inc. (6291). The Debtors' mailing address for purposes of these cases is 1964 Howell Brauch Road, Ste. 206, Winter Park, Florida 32792.

  • 2 Capitalized terms not otherwise defined shall have the meanings given in the Piau.

will not accept Ballots by facsimile transmission.

By signing this Ballot, you make the following certifications:

"I have received or obtained a copy of the Disclosure Statement and the exhibits thereto, including the Plan."

"I understand that, if this Ballot is validly executed and returned without checking a box to ACCEPT or REJECT, this Ballot will not be counted."

"I have the full power and authority to vote to accept or reject the Plan on behalf of the claimant listed herein."

The Plan can be confinned by the Bankruptcy Court and thereby made binding on you if it is accepted by the holders of at least two-thirds in amount and more than one-half in number of the allowed claims in each class voting on the Plan. In the event the requisite acceptances are not obtained, the Bankruptcy Court may nevertheless confirm the Plan if the Bankruptcy Court finds that the Plan provides fair and equitable treatment to, and does not discriminate unfairly against, the class or classes rejecting it and otherwise satisfies the requirements of section 1129 of the Bankruptcy Code. To have your vote count you must complete and return this Ballot by 4:00p.m., prevailing Eastern Time, so that it is actually received by the Balloting Agent on or before [May 13, 201 0). Unsigned Ballots will not be counted.

This Ballot is for voting purposes only and does not constitute and shall not be deemed a proof of claim or interest or an admission by the Debtors of the validity of a claim or interest.

IF YOU HAVE ANY QUESTIONS CONCERNING THE DISCLOSURE STATEMENT, THE PLAN, THIS BALLOT OR THE VOTING PROCEDURES, OR IF YOU NEED A BALLOT OR ADDITIONAL COPIES OF ANY ENCLOSED MATERIALS, PLEASE CONTACT PAUL DEUTCH, AT OMNI MANAGEMENT GROUP, LLC, PH: (212) 302-

  • 3580. THE BALLOTING AGENT WILL NOT ACCEPT BALLOTS BY FACSIMILE,

TELECOPY TRANSMISSION OR ELECTRONIC MAIL.

BALLOT

r··--------------~--------------------------------------------------------------------------,

J

I

  • i label

!

I

!

'

I

l

I

i

J

__

__________________________________________________________________________________________________________

Item 1: Voting Classification and Amount. As of the record date of March 17, 2010, the

undersigned is a holder of a Class 5 - General Unsecured Claim (as defined in the Plan) against the Debtors in the amount set forth above for voting purposes.

Item 2: Vote. The undersigned votes the above-listed Class 5 Claim to (check one box):

lo

Accept the Plan

D

Reject the Plan

Name of Creditor:

____

__________ (Print or Type)

-,-

_

By:~~--c=~~---::-c::--::-~---,---::---:---:-c-~-c-~~~

(Sigoature of Creditor or Authorized Agent)

Print

Name ofSigoatory:

Title:

 

(If Applicable)

Street Address:

 

_

(City, State and Zip Code)

Telephone Number: L_) ------------~

(Social Security or Federal Tax I. D. No.)

Date Completed:

________________

_

EXIDBITC

Notice to Non- Voting Classes

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re

Chapter 11

CRDENTIA CORP., et al./

Case No.

_

Debtors.

(Joint Administration Requested)

NOTIFICATION OF NON-VOTING STATUS FOR CLASSES 1, 3, 4, 6, 7, 8, AND 9 PURSUANT TO THE DEBTORS' JOINT CHAPTER 11 PLAN OF REORGANIZATION

On [ ], 2010 the United States Bankruptcy Court for the District of Delaware (the "Comt"), entered an order: (i) approving the Debtors' disclosme statement (the "Disclosme Statement") of the Debtors' Joint Chapter 11 Plan of Reorganization (as it may be amended, the "Plan"), (ii) establishing procedures for solicitation and tabulation of votes to accept or reject the Plan, (iii) approving the form of ballots solicitation materials, voting deadline and solicitation procedmes, (iv) scheduling a hearing on confirmation of the Plan, and (v) approving related notice procedmes (the "Order"). Pursuant to the Order, the Court authorized the Debtors to solicit votes with regard to the acceptance or rejection of the Plan.

UNDER THE TERMS OF THE PLAN, AND IN ACCORDANCE WITH SECTION 1126(f) OF THE BANKRUPTCY CODE, HOLDERS OF CLAIMS OR INTERESTS IN CLASS 1 - OTHER PRIORITY CLAIMS, CLASS 3 -OTHER SECURED CLAIMS, CLASS 4 -DIP LOAN CLAIMS, CLASS 6 - TRADE CLAIMS, AND CLASS 8 -INTERESTS IN THE SUBSIDIARIES ARE DEEMED TO HAVB ACCEPTED THE PLAN AND ARE NOT ENTITLED TO VOTE ON THE PLAN.

UNDER THE TERMS OF THE PLAN, AND IN ACCORDANCE WITH SECTION 1126(g) OF THE BANKRUPTCY CODE, HOLDERS OF INTERESTS IN CLASS 7 - INTERCOMPANY CLAIMS, AND CLASS 9 - INTERESTS IN CRDENTIA WILL NOT RECEIVE OR RETAIN ANY DISTRIBUTION OR PROPERTY PURSUANT TO THE PLAN. AS A RESULT, THE HOLDERS OF INTERESTS IN SUCH CLASS ARE DEEMED TO HA VB REJECTED THE PLAN AND ARE NOT ENTITLED TO VOTE ON THE PLAN.

Accordingly, no Plan, Disclosme Statement or Ballot has been remitted to you. However, a copy of the Plan and Disclosme Statement can be obtained upon request and without charge from the

from the website of Debtors' Balloting Agent, [

[

), Ph: [

, e-mail:

[

___

_]

, at [

, (Attn:

The Debtors, along wi1h 1he last four digits of fueir 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 offuese cases is 1964 Howell Branch Road, Ste. 206, Winter Park, Florida 32792.

A hearing to consider the confirmation of the Plan (the "Confirmation Hearing") will be

held before the Honorable [

, United States Bankmptcy Judge, United

States Bankruptcy Court, District of Delaware, 824 North Market Street, Courtroom

No.

_,

Wilmington, Delaware 19801 on Eastern Time.

at

[

a.m./p.m., prevailing

Objections, if any, to confirmation of the Plan must: (a) be in writing; (b) state the name and address of the objecting party and the nature of the Claim or Interest of such party; (c) state with particularity the basis and nature of any objections to confirmation of the Plan; and (d) be filed with the Court explaining your position by mailing your response by regular U.S. Mail to Clerk of Comt, the United States Bankruptcy Court, District of Delaware, 824 North Market Street, Wilmington, Delaware 1980 I or your attorney must file a response using the Court's ECF System. Objections must be filed per the above-described procedures by no later than 4:00p.m., prevailing Eastern Time, on [May 10, 2010] (the "Confirmation Objection Deadline").

Additionally, any Objections must be served so as to be received by the Confirmation Objection Deadline by the following: (i) the Debtors, Crdentia Corp., 1964 Howell Branch Road, Ste. 206, Winter Park, Florida 32792, (Attn: Rebecca Irish); (ii) co-counsel for the Debtors, Gersten Savage, LLP, 600 Lexington Avenue, 9th Floor (Attn: Paul Rachmuth), and Bayard, P.A., Attn: Jamie L. Edmonson, 222 Delaware Avenue, Suite 900, Wilmington, DE 19801, jedmonson@bayaTdlaw.com; (iii) counsel for the Debtors' secured lender, ComVest Capital, LLC ("ComVest"), Lowenstein Sandler PC, Attn: Thomas A. Pitta, Esq, 65 Livingston Avenue, Roseland, New Jersey 07068; (iv) the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Wilmington, DE 19801; and (v) counsel for any statutory committee(s) appointed in these cases.

If you or your attorney do not take these steps, the Comi may decide that you do not oppose the relief sought and may enter an order confirming the Plan.

2

[

], 2010

Wilmington, Delaware

BAYARD, P.A.

Jamie L. Edmonson (No. 4247)

  • 222 Delaware A venue, Suite 900

Wilmington, DE 19801

Phone: (302) 655-5000 Fax: (302) 658-6395

-and-

GERSTEN SAVAGE, LLP Paul Rachmuth

  • 600 Lexington A venue

New York, New York 10022

Telephone: (212) 752-9700 Facsimile: (212) 980-5192

Proposed Counsel for the Debtors and Debtors in Possession

3

EXIITBITD

Confirmation Hearing Notice

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re

Chapter 11

CRDENTIA CORP., et al./

Case No.

_

 

Debtors.

(Joint Administration Requested)

NOTICE OF (I) DEADLINE FOR CASTING VOTES TO ACCEPT OR REJECT THE DEBTORS' JOINT CHAPTER 11 PLAN OF REORGANIZATION, (II) THE HEARING TO CONSIDER CONFIRMATION OF THE JOINT PLAN OF REORGANIZATION AND (ill) CERTAIN RELATED MATTERS

PLEASE TAKE NOTICE OF THE FOLLOWING:

  • 1. On March 17, 2010, the above-captioned debtors and debtors in possession (collectively, the "Debtors") filed the Debtors' Joint Chapter 11 Plan of Reorganization (as it may be amended, the "Plan'), and a related disclosure statement (as it may be amended, the "Disclosure Statement") under section 1125 of the Bankruptcy Code.

    • 2. Pursuant to an Order dated

, 2010

(D.I.

(the "Disclosure

Statement and Voting Procedures Order"), the Bankruptcy Court approved the Disclosure Statement as containing "adequate information" within the meaning of section 1125 of the Bankruptcy Code.

  • 3. A hearing to consider the confirmation of the Plan (the "Confirmation Hearing")

will be held before the Honorable

[

], United States Bankruptcy Judge,

United States Bankruptcy Court, District of Delaware, 824 Notih Market Street, Courtroom No.

_,Wilmington, Delaware 19801, on [

at

.m. prevailing Eastern Time.

  • 4. Pursuant to the Disclosure Statement and Voting Procedures Order, the

Bankruptcy Comi approved the use of ceJiain materials in the solicitation of votes to accept or reject the Plan and certain procedures for the tabulation of votes to accept or reject the Plan. If you are a holder of a Claim against any of the Debtors as of [March 17, 2010] (the "Record Date"), in a Class entitled to vote on the Plan, you have received with this Notice a ballot form (a

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 Holdiug, Inc. (3468), MP Health Corp. (4403), New Age Staffing, Inc. (1214) aud Nurses Network, Inc. (6291). The Debtors' mailiug address for purposes of these cases is 1964 Howell Brauch Road, Ste. 206, Wiuter Park, Florida 32792.

"Ballot") and instructions for completing the Ballot. respect to voting your Claim or Interest:

The following procedures apply with

  • (e) For your vote to accept or reject the Plan to be counted, you must complete all required information on the Ballot, execute the Ballot and return the completed Ballot to Crdentia Corp., c/o Omni Management Group, LLC (the "Balloting Agent"), 16161 Ventura Blvd., Suite C, PMB 426, Encino, CA 91436 (Attn: Paul Deutsch) as applicable, in the enclosed return envelope, at the address indicated on the Ballot so that it is received by 4:00 p.m., prevailing Eastern Time, on [May 13, 2010] (the "Voting Deadline"). Any failure to follow the instmctions included with the Ballot or to return a properly completed Ballot so that it is received by the Voting Deadline may disqualify your Ballot and your vote on the Plan.

  • (f) Your Claim or Interest has been temporarily allowed solely for purposes of voting to accept or reject the Plan in accordance with the following Tabulation Rules approved by the Bankruptcy Court pursuant to the Voting Procedures Order:

1)

If a Claim is scheduled on the Debtors' Schedules of Assets and Liabilities (the "Schedules") in an amount greater than $0.00 and not listed as "disputed," "contingent," or "unliquidated" in the Schedules, such Claim will be temporarily allowed for voting purposes in the amount set forth in the Schedules.

2)

If a proof of claim has been filed on account of such Claim before the Record Date (as defined below), such Claim will be tempormily allowed for voting purposes in the noncontingent, liquidated and undisputed amount set forth in the proof of claim.

3)

If a proof of claim is filed during the period commencing on the Record Date through and including the General Bar Date (a "Post-Record Date Filed Claim") and such Claimant wants such Claim to be temporarily allowed for voting purposes in the amount set forth in such Post-Record Date Filed Claim, then the person or entity filing such Post-Record Date Filed Claim must (i) serve the Balloting Agent by mail, overnight courier or personal delivery with a written request for a provisional ballot (a "Provisional Ballot") so that such request is received no later than the General Bar Date and (ii) timely file a Rule 3018 Motion (as defined below) in the manner herein prescribed.

4)

If a Claim is deemed allowed under the Plan, such Claim will be tempormily allowed for voting purposes in the amount set fmth therein.

5)

If a Claim is listed on the Schedules, or a proof of claim filed before the Record Date is identified on its face, as contingent, unliquidated or disputed, either in whole or in pmt, only the noncontingent, liquidated and undisputed pmtion, if any, of such Claim will be deemed temporm·ily allowed for voting purposes, subject to the other Tabulation Rules, and the remaining portion of such Claim will be disallowed for voting purposes.

2

6)

If a Claim has been allowed pursuant to a stipulation approved by the Court, such Claim will be deemed allowed for voting purposes in the amount set fmth in such stipulation.

7)

If a Claim has been estimated or otherwise allowed for voting pmposes by order of the Comt, such Claim will be temporarily allowed for voting purposes in the amount so estimated or allowed by the Comt.

8)

If on or before [April28, 2010] the Debtors have filed and served an objection to or motion to disallow or reclassify a Claim, or to allow or estimate the Claim in an amount different from the amount asserted in the Claim, such Claim will be temporarily allowed for voting purposes in the lesser amount and classification requested by such objection or motion.

9)

If a holder of a Claim identifies a Claim amount in its Ballot that is less than the amount otherwise calculated in accordance with the Tabulation Rules, the Claim will be temporarily allowed for voting purposes in the lesser amount identified on such Ballot.

10)

Creditors will not be entitled to vote Claims to the extent such Claims duplicate or have been superceded by other Claims filed by or on behalf of such creditors. The Balloting Agent will determine whether a Claim is duplicative or superceded in the Balloting Agent's discretion.

11)

A pmty shall not be entitled to a vote on the Plan based upon a gum·antee or other theory of payment. There shall be allowed only one vote per Claim regardless of how many Debtors may be subject to legal liability.

  • (c) The following additional procedures have also been approved by the Comt to be utilized in tabulating the Ballots with respect to Ballots submitted by a holder of a Claim or Interest:

1)

Except to the extent the Debtors otherwise determine, or as permitted by the Comt, any Ballots received after the Voting Deadline will not be accepted or counted by the Debtors in connection with the Debtors' request for confirmation of the Plan.

2)

Any Ballot which is otherwise properly completed, executed and timely retmned that does not indicate an acceptance or rejection of the Plan shall not be counted.

3)

Any Ballot which is retmned indicating acceptance or rejection of the Plan but which is unsigned shall not be counted.

4)

Whenever a Clairnholder casts more than one Ballot voting the same Claim or Interest prior to the Voting Deadline, only the last timely Ballot received will be deemed to reflect the voter's intent and will thus supersede any prior Ballots.

3

5)

If a Claimholder casts simultaneous duplicative Ballots which are voted inconsistently, such Ballots shall co\lllt as one vote accepting the Plan and the releases contained therein.

6)

Each Claimholder shall be deemed to have voted the full amount of its Claim or Interest as set forth on the Ballot.

7)

Claimholders

shall

not

split

their

vote

within

a

Claim,

thus

each

Claimholder shall vote all of its Claim within a particular class either to accept or reject the Plan.

8)

Ballots partially rejecting and partially accepting the Plan shall not be counted.

9)

The method of delivery of Ballots to the Balloting Agent is at the risk of each Claimholder, and such delivery will be deemed made only when the original Ballot is actually received by the Balloting Agent.

10)

No Ballot should be sent to the Debtors, agents of the Debtors (other than the Balloting Agent) or the Debtors' financial or legal advisors (other than the Balloting Agent).

11)

The Debtors expressly reserve the right to amend the terms of the Plan (subject to compliance with section 1127 of the Bankruptcy Code). If the Debtors make material changes in the terms of the Plan, the Debtors will disseminate additional solicitation materials and extend the solicitation period, in each case to the extent required by law or further order of the Comt.

12)

If a Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity on behalf of a Claimholder, such person shall be required to indicate such capacity when signing and, at the Balloting Agent's discretion, must submit proper evidence satisfactory to the Balloting Agent to so act on behalf of the Claimholder.

13)

The Debtors, in their sole discretion, subject to contnuy order of the Comt, may waive any defect in any Ballot at any time, either before or after the close of voting, and without notice. Unless the Ballot being furnished is timely submitted on or prior to the Voting Deadline, the Debtors may, in their sole discretion, reject such Ballot as invalid and, therefore, not count it in connection with confirmation of the Plan.

14)

In the event a designation is requested under section 1126(e) of the Bank:mptcy Code, any vote to accept or reject the Plan cast with respect to such Claim will not be counted for purposes of detennining whether the Plan has been accepted or rejected, unless the Court orders otherwise.

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15)

Any Claimholder who has delivered a valid Ballot voting on the Plan may withdraw such vote solely in accordance with Bankruptcy Rule 3018(a).

16)

Subject to any contrary order of the Comi, the Debtors reserve the absolute right to reject any and all Ballots not proper in form, the acceptance of

which would, in the opinion of the Debtors or their counsel, not be

in

accordance with the provisions of the Bankruptcy Code or the Disclosure Statement Order.

17)

Subject to any contrary order of the Court, the Debtors fiuiher reserve the right to waive any defects or inegularities or conditions of delivery as to any particular Ballot unless otherwise directed by the Court.

18)

Unless waived or as ordered by the Court, any defects or irregularities in connection with deliveries of Ballots must be cured within such time as the Debtors (or the Comi) determines, and unless otherwise ordered by the Court, delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived.

19)

Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or inegularities with respect to deliveries of Ballots nor will any of them incur any liabilities for failure to provide such notification. Unless otherwise directed by the Court, delivery of such Ballots will not be deemed to have been made until such inegularities have been cured or waived. Ballots previously furnished (and as to which any inegularities have theretofore not been cured or waived) will not be counted.

20)

Any Ballot received by telecopier, facsimile or other electronic communication shall not be counted.

21)

For purposes of determining whether the numerosity and amount requirements of section 1126(c) of the Bankruptcy Code have been satisfied, the Balloting Agent will tabulate only those Ballots received prior to the Voting Deadline.

  • (d) The allowance or disallowance of your Claim for voting purposes does not constitute an allowance or disallowance of your Claim for purposes of receiving distributions under the Plan and is without prejudice to the rights of the Debtors in any other context, including the right of the Debtors to contest the amount or validity of any Claim for purposes of allowance and distribution under the Plan. If you wish to challenge the allowance or disallowance of your Claim for voting pmposes under the Tabulation Rules, you must file a motion, pursuant to Bankruptcy Rule 3018(a), for au order temporarily allowing your Claim in a different amount or classification for pmposes of voting to accept or reject the Plan and serve such motion on the undersigned counsel to the Debtors so that it is received no later than 4:00p.m., prevailing Eastern Time, on [May 7, 2010].

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The Debtors shall have until [May 14, 2010] to file and serve any responses to such motions. Unless the Court orders otherwise, your Claim will not be counted for voting purposes in excess of the amount determined in accordance with the Tabulation Rules.

  • 5. Objections, if any, to confirmation of the Plan must: (a) be in writing; (b) state the

name and address of the objecting party and the nature of the Claim or Interest of such party; (c)

state with pmticularity the basis and nature of any objections to confirmation of the Plan; and (d) be filed with the Comt explaining your position by mailing your response by regular U.S. Mail to Clerk of Comt, the United States Bankruptcy Court, District of Delawm·e, 824 North Market Street, Wilmington, Delaware 19801 or your attorney must file a response using the Court's ECF System Objections must be filed per the above-described procedures by no later than 4:00p.m, prevailing Eastern Time, on [May 10, 201 OJ (the "Confirmation Objection Deadline").

  • 6. Additionally, any Objections must be served so as to be received by the

Confirmation Objection Deadline by the following: (i) the Debtors, Crdentia Corp., 1964 Howell Branch Road, Ste. 206, Winter Park, Florida 32792, (Attn: Rebecca Irish); (ii) co-counsel for the

Debtors, Gersten Savage, LLP, 600 Lexington Avenue, 9th Floor (Attn: Paul Rachmuth), and Baym·d, P.A., Attn: Jamie L. Edmonson, 222 Delaware Avenue, Suite 900, Wilmington, DE 19801, jedmonson@bayardlaw.com; (iii) counsel for the Debtors' secured lender, ComVest Capital, LLC ("ComVest"), Lowenstein Sandler PC, Attn: Thomas A. Pitta, Esq, 65 Livingston Avenue, Roseland, New Jersey 07068; (iv) the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Wilmington, DE 19801; and (v) counsel for any statutory committee(s) appointed in these cases.

  • 7. If you or your attorney do not take these steps, the Court may decide that you do

not oppose the relief sought and may enter an order confirming the Plan.

  • 8. Copies of the Plan and the Disclosure Statement are available for review without

charge at the Balloting Agent's website at [

Balloting Agent at [

].

]

and

can

be

obtained by

contacting the

BY ORDER OF THE COURT

6

], 2010 Wilmington, Delaware

[

BAYARD, P.A.

Jamie L. Edmonson (No. 4247)

  • 222 Delaware A venue, Suite 900

Wilmington, DE 19801 Phone: (302) 655-5000 Fax: (302) 658-6395

-and-

GERSTEN SAVAGE, LLP Paul Rachmuth

  • 600 Lexington A venue

New York, New York 10022 Telephone: (212) 752-9700 Facsimile: (212) 980-5192

Proposed Counsel for the Debtors and Debtors in Possession

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