0000950123-09-043501 Sample Contracts

SECOND AMENDMENT TO STOCK SALE AGREEMENT
Stock Sale Agreement • September 16th, 2009 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma

THIS SECOND AMENDMENT TO STOCK SALE AGREEMENT (this “Amendment”), dated as of September 14, 2009, is by and among AVASTRA SLEEP CENTRES LIMITED (in liquidation) f/k/a Avastra, Ltd., an Australian corporation (“Parent”), AVASTRAUSA, INC., a Delaware corporation (“Seller”), and SDC HOLDINGS, LLC, an Oklahoma limited liability company (“Buyer”).

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LOCK-UP AND STOCK PLEDGE AGREEMENT
Lock-Up and Stock Pledge Agreement • September 16th, 2009 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma

THIS LOCK-UP AND STOCK PLEDGE AGREEMENT (this “Agreement”), dated September 14, 2009, by and among GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (the “Company”), SDC HOLDINGS, LLC, an Oklahoma limited liability company (“SDC”), AVASTRA SLEEP CENTRES LIMITED (in liquidation) f/k/a Avastra, Ltd., an Australian corporation (“Parent”) and AVASTRAUSA, INC., a Delaware corporation (“Avastra”). Parent and Avastra are referred to collectively herein, as the “Stockholders.”

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