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:
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.
CLOSING AGREEMENT 2Closing Agreement • August 14th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS CLOSING AGREEMENT 2 (this “Agreement”) is made and entered into effective May 21, 2013, by and between Roy T. Oliver, an individual (hereinafter “Oliver”), Graymark Healthcare, Inc., an Oklahoma Corporation (“GRMH”), TSH Acquisition, LLC, a Delaware limited liability company (“TSH”), Foundation Healthcare Affiliates, LLC, an Oklahoma limited liability company (“FHA”), Foundation Surgical Hospital Affiliates, LLC, a Nevada limited liability company, and Foundation Surgery Affiliates, LLC, a Nevada limited liability company. Collectively, the above are sometimes referred to as the “Parties”. Collectively, Foundation Healthcare Affiliates, LLC, Foundation Surgical Hospital Affiliates, LLC, and Foundation Surgery Affiliates, LLC, are referred to as the “Foundation Entities”.
SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 14th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is effective July 22, 2013, among SDC HOLDINGS, LLC, an Oklahoma limited liability company (“SDC”) and APOTHECARYRx, LLC, an Oklahoma limited liability company (“ARx” and together with SDC, jointly and severally the “Borrowers” and each a “Borrower”), GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (“GRMH”), STANTON M. NELSON, an individual (“Guarantor”) and ARVEST BANK, an Arkansas banking corporation (the “Bank”).
PARTICIPATION AGREEMENTParticipation Agreement • August 14th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
This Participation Agreement (the “Participation Agreement”) is made effective as of July 22, 2013, among ARVEST BANK, an Arkansas banking corporation (the “Lead”), and GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (the “Participant”) with reference to the following circumstances:
July 22, 2013 Ms. Karen Brenner, Manager Tyche Health Enterprises LLCAsset Purchase Agreement • August 14th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
LOAN AGREEMENTLoan Agreement • August 14th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS LOAN AGREEMENT (this “Agreement”) is made effective as of the 22nd day of July, 2013, by and among FOUNDATION HEALTH ENTERPRISES, LLC, a Delaware limited liability company (“Borrower”), and VALLIANCE BANK (“Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 14th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made effective as of July 22, 2013, by and between GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (the “Company”), and ARVEST BANK, an Arkansas banking corporation (the “Bank”) with reference to the following circumstances:
FIRST AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 14th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec
This First Amendment to Amended and Restated Membership Interest Purchase Agreement (this “Amendment”), dated as of July 22, 2013 (the “Effective Date”), 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” and together with the Seller and Buyer, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 22, 2013, between Graymark Healthcare, Inc., an Oklahoma corporation (the “Company”), and Tyche Health Enterprises LLC, a Nevada limited liability company (“THE”), and THE Managers, LLC, a Delaware limited liability company (“THEM” and, collectively with THE with their respective permitted successors and assigns, “Holder”).
CONSENT, RATIFICATION, ACKNOWLEDGEMENT AND AMENDMENT TO LOAN DOCUMENTS AGREEMENTLoan Documents Agreement • August 14th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec
THIS CONSENT, RATIFICATION, ACKNOWLEDGEMENT, AND AMENDMENT TO LOAN DOCUMENTS AGREEMENT (hereinafter “Ratification Agreement”) is executed as of the 22nd day of July, 2013, and effective as of the 1st day of July, 2013 (the “Closing Date”), by and between:
ASSET PURCHASE AGREEMENT Tyche Health Enterprises, LLC And TSH Acquisition, LLC Graymark Healthcare, Inc. Dated as of March 31, 2013Asset Purchase Agreement • August 14th, 2013 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • California
This Asset Purchase Agreement (the “Agreement”) is entered into on March 31, 2013, by and between Tyche Health Enterprises, LLC, a California limited liability company (“Seller”), TSH Acquisition, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller are collectively referred to herein as the “Parties.”
