4,000,000 Shares GRAYMARK HEALTHCARE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2011 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • New York
Graymark Healthcare, Inc., a Oklahoma corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 4,000,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriter the option to purchase an aggregate of up to 600,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
WARRANT AGREEMENTWarrant Agreement • February 9th, 2015 • Foundation Healthcare, Inc. • Services-specialty outpatient facilities, nec • New York
THIS WARRANT AGREEMENT is made as of , 2015 (the “Issuance Date”), between Foundation Healthcare, Inc., an Oklahoma corporation (the “Company”), Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”), and Roy T. Oliver, Valiant Investments, LLC and Oliver Company Holdings, LLC (the “Selling Stockholders”).
6,000,000 Shares and 6,000,000 Warrants GRAYMARK HEALTHCARE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2011 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • New York
Graymark Healthcare, Inc., a Oklahoma corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of (i) 6,000,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company and (ii) warrants (the “Firm Warrants” to purchase up to 6,000,000 shares of Common Stock of the company (the “Firm Warrant Shares”). The Company has granted the Underwriter the option to purchase an aggregate of up to (i) 900,000 additional shares of Common Stock (the “Option Shares”) and/or (ii) warrants (the “Option Warrants”) to purchase up to 900,000 shares of Common Stock of the Company (the “Option Warrant Shares”) and together with the Firm Warrant Shares, the “Warrant Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Option Shares are collectively referred to as t
COMMON STOCK PURCHASE WARRANT AGREEMENTCommon Stock Purchase Warrant Agreement • March 31st, 2010 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Michigan
This COMMON STOCK PURCHASE WARRANT AGREEMENT (this “Warrant Agreement” or “Agreement”), dated as of March , 2007, is between GrayMark Productions, Inc. (the “Company”) and SXJE, LLC (the “Warrant Holder” and with the Company sometimes referred to as “parties” collectively and as “party” individually.
AMENDED AND RESTATED Common Stock Purchase WarranT FOUNDATION HEALTHCARE, INC.Common Stock Purchase Warrant • September 2nd, 2016 • Foundation Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the close of business on the six-year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Foundation Healthcare, Inc., an Oklahoma corporation, f/k/a Graymark Healthcare, Inc. (the “Company”), up to xx,xxx shares (the “Warrant Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
OFFICE LEASE AGREEMENTOffice Lease Agreement • April 9th, 2012 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2010 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 19th day of October 2010, is entered into by and between GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (the “Company”) and GRANT A. CHRISTIANSON (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2008 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Illinois
THIS AGREEMENT is made effective the 3rd day of June, 2008, between APOTHECARYRX, LLC, an Oklahoma limited liability company (the “Company”) and EDWARD FOX, an individual (the “Pharmacist”).
CO-FINANCE AGREEMENT BETWEEN GRAYMARK PRODUCTIONS, INC., and ROY T. OLIVERCo-Finance Agreement • October 12th, 2004 • Graymark Productions Inc • Services-motion picture & video tape production • Oklahoma
Agreement made May 10, 2004, by and between Graymark Productions, Inc. (“Company”), and Roy T. Oliver (‘‘Co-Financier’’) regarding a fiscal contribution and contribution of services in consideration of acquiring the right to share in the profits of a particular motion picture to be designated by Company (the ‘‘Picture’’) to be produced, in part, by Company.
PROMISSORY NOTEPromissory Note • August 14th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec
FOR VALUE RECEIVED, the undersigned, Graymark Healthcare, Inc., an Oklahoma Corporation (the “Borrower”), promises to pay to the order of Roy T. Oliver (the payee, its successors and assigns are hereinafter called the “Lender”), at 101 N. Robinson, Ste. 900, Oklahoma City, Oklahoma 73102, or at such other place as may be designated in writing by the Lender, on July 31, 2013 (the “Maturity Date”) the principal sum of Five Million Six Hundred Forty Eight Thousand, Two Hundred Ninety Dollars and 40/100cents ($5,648,290.40) in lawful money of the United States, together with interest accruing from the date hereof at the rates hereinafter specified, payable as follows:
MASTER LEASE by and between DOC-FSH SAN ANTONIO HOSPITAL, LLC, as Landlord and FOUNDATION SURGICAL HOSPITAL AFFILIATES, LLC, as Tenant. March 1, 2014Master Lease • March 31st, 2014 • Foundation Healthcare, Inc. • Services-specialty outpatient facilities, nec • Texas
THIS MASTER LEASE (the “Lease”) dated as of March 1, 2014, by and between DOC-FSH SAN ANTONIO HOSPITAL, LLC, a Wisconsin limited liability company (“Landlord”), and FOUNDATION SURGICAL HOSPITAL AFFILIATES, LLC, a Nevada limited liability company (“Tenant”).
STOCK OPTION AGREEMENT (Exercisable for the Purchase of 10,000 Common Stock Shares at $2.05 per Share)Stock Option Agreement • March 31st, 2010 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
This STOCK OPTION AGREEMENT (this “Option Agreement” or “Agreement”), dated this ___day of November 2009 and to be effective on September 1, 2009 (the “Effective Date”), is between Graymark Healthcare, Inc. (the “Company”) and Mirador Consulting, Inc. (the “Option Holder” and with the Company sometimes referred to as “parties” collectively and as “party” individually).
LEASE AGREEMENT 7501 Fannin Houston, TexasLease Agreement • March 31st, 2016 • Foundation Healthcare, Inc. • Services-specialty outpatient facilities, nec • Texas
This Lease Agreement (this “Lease Agreement”) is made and entered into as of the Effective Date set forth on the signature page between CAMBRIDGE PROPERTIES, a sole proprietorship of Dr. Timothy L. Sharma, hereinafter referred to as “Landlord”, and UNIVERSITY HOSPITAL SYSTEMS, LLP, a Delaware limited liability partnership, hereinafter referred to as “Tenant”.
PHARMACY PURCHASE AGREEMENTPharmacy Purchase Agreement • April 11th, 2008 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS AGREEMENT is made effective the 24th day of March, 2008, among APOTHECARYRX, LLC, an Oklahoma limited liability company (the “Buyer”), NEWT’S DISCOUNT PHARMACY, INC., an Oklahoma corporation (the “Company”) and Jeremy Avance, an individual (“Avance” and together with the Company, jointly and severally, the “Seller”).
ContractWarrant Agreement • August 14th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEREFORE, THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR UNDER AN EXEMPTION FROM SUCH REGISTRATION PERMITTED BY APPLICABLE LAW.
COMMON STOCK PURCHASE WARRANT GRAYMARK HEALTHCARE, INC.Common Stock Purchase Warrant • June 15th, 2011 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the close of business on the five-year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Graymark Healthcare, Inc., an Oklahoma corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT OF SALE AND PURCHASE FOUNDATION MEDICAL CENTER OF OKLAHOMA CITY, LLC (SELLER), GRAYMARK HEALTHCARE, INC. (BUYER) PROPERTY: 14000 NORTH PORTLAND AVE., OKLAHOMA CITY, OK EFFECTIVE DATE: SEPTEMBER 30, 2013Agreement of Sale and Purchase • October 4th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement”) is made effective as of the 30th day of September, 2013 (the “Effective Date”) by and between FOUNDATION MEDICAL CENTER OF OKLAHOMA CITY, LLC, an Oklahoma limited liability company (the “Seller”), and GRAYMARK HEALTHCARE, INC., an Oklahoma limited liability company, or its assignee or nominee (“Buyer”).
GOODWILL PROTECTION AGREEMENTGoodwill Protection Agreement • January 29th, 2008 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Illinois
THIS GOODWILL PROTECTION AGREEMENT is made effective the 17th day of January, 2008, between APOTHECARYRX, LLC, an Oklahoma limited liability company (the “Buyer”) and NORMAN GREENBERG, an individual (the “Seller”).
PROMISSORY NOTE (NOTE NO. 3)Promissory Note • November 20th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec
FOR VALUE RECEIVED, FOUNDATION SURGERY AFFILIATES, LLC, a Nevada limited liability company (“FSA”), FOUNDATION SURGERY HOLDINGS, L.L.C., a Delaware limited liability company (“FSH”) and FOUNDATION SURGERY MANAGEMENT, LLC, a Delaware limited liability company (“FSM”) (hereinafter collectively referred to as the “Borrowers”), jointly and severally, unconditionally promise to pay to the order of LEGACY BANK (“Lender”), at 2801 W. Memorial Road, Oklahoma City, OK 73134, or at such other place as may be designated in writing by the holder of this promissory note, the principal sum of not to exceed ONE MILLION AND 00/100 DOLLARS ($1,000,000.00), together with interest thereon at the rate hereinafter specified:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2012 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 1, 2012, is entered into by and between GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (the “Company”) and EDWARD M. CARRIERO, JR. (“Executive”).
ContractConvertible Note • November 1st, 2005 • Graymark Productions Inc • Services-motion picture & video tape production • Michigan
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND NOT WITH THE INTENT OF FURTHER DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THIS NOTE AND THE SECURITIES UNDER THAT ACT UNLESS SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THAT ACT OR UNLESS THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION. GRAYMARK PRODUCTIONS, INC. MAY REQUEST A WRITTEN OPINION FROM COUNSEL AND IN FORM ACCEPTABLE TO GRAYMARK PRODUCTIONS, INC., TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER TRANSFER. THIS NOTE OR ANY SECURITY ISSUABLE UPON THE CONVERSION OF THIS NOTE MUST BE SURRENDERED TO GRAYMARK PRODUCTIONS, INC. AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYP
PLACEMENT AGENT WARRANT AGREEMENTPlacement Agent Warrant Agreement • March 16th, 2004 • Graymark Productions Inc • Services-motion picture & video tape production • Oklahoma
This PLACEMENT AGENT WARRANT AGREEMENT (this "Warrant Agreement" or "Agreement"), dated as of September 19, 2003, is between GrayMark Productions, Inc. (the "Company") and Viewtrade Financial, Inc. (the "Placement Agent") (the Company and Placement Agent are sometimes referred to as "parties" collectively and as "party" individually).
AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG FOUNDATION HEALTHCARE AFFILIATES, LLC, GRAYMARK HEALTHCARE, INC. AND TSH ACQUISITION, LLC DATED AS OF MARCH 29, 2013Membership Interest Purchase Agreement • April 2nd, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
This Amended and Restated Membership Interest Purchase Agreement (this “Agreement”), dated as of March 29, 2013, is entered into among Foundation Healthcare Affiliates, LLC, an Oklahoma limited liability company (“Seller”), TSH Acquisition, LLC, a Delaware limited liability company (“Buyer”), and Graymark Healthcare, Inc., an Oklahoma corporation (“Parent”).
TRANSITION AGREEMENTTransition Agreement • April 11th, 2008 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
This TRANSITION AGREEMENT (the “Agreement”) is made effective the 26th day of March, 2008, among APOTHECARYRX, LLC, an Oklahoma limited liability company (the “Buyer”), NEWT’S DISCOUNT PHARMACY, INC., an Oklahoma corporation (the “Company”) and JEREMY AVANCE, an individual (“Avance” and together with the Company, the “Seller”).
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 28th, 2011 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS AGREEMENT is effective December 17, 2010, among GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (“GRMH”), SDC HOLDINGS, LLC, an Oklahoma limited liability company (“SDC”) and APOTHECARYRx, LLC, an Oklahoma limited liability company (“ARx” together with GRMH and SDC, jointly and severally the “Borrowers” and each a “Borrower”), OLIVER COMPANY HOLDINGS, LLC, an Oklahoma limited liability company (“OCH”), ROY T. OLIVER, an individual (“Oliver”), STANTON M. NELSON, an individual (“Nelson”), ROY T. OLIVER, as Trustee of the Roy T. Oliver Revocable Trust dated June 15, 2004 (the “Trust”), KEVIN LEWIS, an individual (“Lewis”) ROGER ELY, an individual (“Ely”), and LEWIS P. ZEIDNER, an individual (“Zeidner” and together with OCH, Oliver, Nelson, Trust, Lewis and Ely, the “Guarantors”) and ARVEST BANK, an Arkansas banking corporation (the “Bank”).
WARRANT AGREEMENT between GRAYMARK PRODUCTIONS, INC. and UMB BANK, NA Dated as of September 19, 2003Warrant Agreement • March 16th, 2004 • Graymark Productions Inc • Services-motion picture & video tape production • Oklahoma
THIS WARRANT AGREEMENT (this "Agreement"), dated as of September 19, 2003, is between GrayMark Productions, Inc., an Oklahoma corporation (the "Company"), and UMB Bank, NA (the "Warrant Agent").
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • May 15th, 2014 • Foundation Healthcare, Inc. • Services-specialty outpatient facilities, nec
DESCRIPTION OF CHANGE IN TERMS. Modifying payment and maturity terms. Collecting a CIT fee of $500.00. Adding a co-borrower and replacing a guarantor on the Note, with the execution of this Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 13th, 2008 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Texas
This Asset Purchase Agreement (the “Agreement”) is made and entered into this 30th day of May, 2008, between and among Texas Center for TCSD of Waco, LLC, a Texas limited liability company (“Buyer”), and Sleep Center of Waco, Ltd., a Texas limited partnership (“Seller”).
INVESTOR AGREEMENT BETWEEN GRAYMARK PRODUCTIONS, INC., A & A PRODUCTIONS, LLC and FROZEN TELEVISION, INC.Investor Agreement • March 16th, 2004 • Graymark Productions Inc • Services-motion picture & video tape production • California
Agreement made November 20, 2003, by and between Graymark Productions, Inc. ("Investor"), and A & A Productions, LLC ("A & A") and Frozen Television, Inc. ("Frozen") (A & A and Frozen are collectively referred to as "Producer") regarding an investment of Two Million Dollars ($2,000,000) in consideration of acquiring the right to share in the equity of the motion picture (tentatively) entitled "OUT OF THE BLUE" (the "Picture") to be produced by Producer.
EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2004 • Graymark Productions Inc • Oklahoma
THIS EMPLOYMENT AGREEMENT (this "Agreement"), shall be effective the 18th day of August, 2003, by and between GrayMark Productions, Inc. (the "Company"), an Oklahoma corporation, and Harry G. "Gray" Frederickson, Jr., an individual ("Executive").
GOODWILL PROTECTION AGREEMENTGoodwill Protection Agreement • March 6th, 2008 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Minnesota
THIS GOODWILL PROTECTION AGREEMENT is made effective the 29th day of February, 2008, between ApothecaryRx, LLC, an Oklahoma limited liability company (the “Buyer”), and Thrifty Drug Stores, Inc., a Minnesota corporation (the “Seller”).
SUBORDINATION AGREEMENTSubordination Agreement • March 22nd, 2011 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS SUBORDINATION AGREEMENT (the “Agreement”) is effective March 16, 2011, among VALIANT INVESTMENTS, L.L.C., an Oklahoma limited liability company (the “Subordinated Lender”), APOTHECARYRX, LLC, an Oklahoma limited liability company (“ARX”), SDC HOLDINGS, LLC, an Oklahoma limited liability company (“SDC”) and GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (“Graymark” and together with ARX and SDC, the “Borrowers”), in favor of ARVEST BANK, an Arkansas banking corporation (the “Lender”).
EXCHANGE AGREEMENTExchange Agreement • January 9th, 2004 • Graymark Productions Inc • Oklahoma
THIS EXCHANGE AGREEMENT (this "Agreement") is made and entered into the latest date on the last of the parties shall have executed this Agreement, by and among GRAYMARK PRODUCTIONS, INC., an Oklahoma corporation ("GrayMark"), Gray Frederickson, an individual ("Frederickson"), Lewann, Ltd., a Wyoming limited partnership ("Lewann"), Roy Oliver, an individual ("Oliver"), John Simonelli, an individual ("Simonelli"), Mark A. Stansberry, an individual ("Stansberry"), Larry E. Howell, an individual ("Howell"), Mark R. Kidd, an individual (Kidd"), and Michael E. Dunn, an individual ("Dunn") (Frederickson, Lewann, Oliver, Simonelli, Stansberry, Howell, Kidd and Dunn are collectively referred to as the "Exchanging Interest Owners" or individually as the "Exchanging Interest Owner" and GrayMark and the Exchanging Interest Owners may be collectively referred to as the "parties" or individually to as the "party").
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 9th, 2004 • Graymark Productions Inc • Florida
The undersigned, Graymark Productions, an Oklahoma corporation (the "Company"), hereby agrees with Viewtrade Financial, Inc. ("Viewtrade" or "Placement Agent") as follows:
STANDARD TERMS AND CONDITIONS—HOME VIDEO RIGHTS ACQUISITION AGREEMENTHome Video Rights Acquisition Agreement • June 15th, 2005 • Graymark Productions Inc • Services-motion picture & video tape production • California
Standard Terms and Conditions ("Standard Terms") of the Home Video Rights Acquisition Agreement dated as of February 24, 2005 between TWENTIETH CENTURY FOX HOME ENTERTAINMENT LLC ("Fox") and OUT OF THE BLUE PRODUCTIONS, LLC ("Licensor").
