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 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).
