EX-4.1



 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. 

GRAYMARK HEALTHCARE, INC. 
 WARRANT TO PURCHASE COMMON STOCK 
  

			
	 Warrant No. 2012-001
	 	Original Issue Date: May 14, 2012

 Graymark Healthcare, Inc., an Oklahoma corporation (the “Company”), hereby certifies that, for value
received, Genesis Select Corporation or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 150,000 shares of common stock, $0.0001 par value per share (the “Common
Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.50 per share (as adjusted from time to time as provided in
Section 9 herein, the “Exercise Price”), at any time and from time to time on or after the date hereof (the “Trigger Date”) and through and including 5:30 P.M., Oklahoma City time, on May 14, 2017
(the “Expiration Date”), and subject to the following terms and conditions: 
 This Warrant is granted pursuant to and in
connection with that certain Consulting Services Agreement by and between the Company and the Holder and dated as of May 10, 2012. The initial 75,000 shares shall vest in twelve equal monthly increments of 6,250 shares each on the last calendar
day of each calendar month, beginning on June 30, 2012 conditioned on Holder’s continuous service under the Consulting Services Agreement during such calendar month. 
 The remaining 75,000 shares shall be deemed vested and exercisable upon the Holder’s achievement of the following milestones and in the amounts listed below: 

i. Equity Research Coverage to be quantified by a written research report from an analyst at a recognized Tier 1 or 2 Wall Street firm – 20,000
shares. Equity Research Coverage to be quantified by a written research report from an analyst at a recognized Regional or Boutique Wall Street – 10,000 shares. There will be no additional bonuses for follow up reports. 

ii. For every 100% Increase in average daily trading volume (as based on trailing 90 day average), 5,000 shares. 







 iii. New Institutional Ownership of 350,000 shares or more (based on NASDAQ, reporting or qualified service
provider such as Thomson One or IPREO)- 10,000 shares. A follow on increase in ownership from a new institutional owner as identified above – 5,000 shares per incremental 350,000 shares purchased. 

The maximum number of shares which may become vested and exercisable upon achievement of the milestones in (i), (ii) and (iii) above shall not
exceed 75,000 shares in the aggregate. The Board of the Company shall make the final determination as to the achievement of any milestones by the Holders. The Holder may request from the Company a written notice confirming the number of shares which
are vested and may be exercised by the Holder as of a specified date. Notwithstanding anything contained herein, this Warrant may only be exercised as to shares which are vested and exercisable as of such date. 

1. Registration of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. 

2. Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall register the transfer of all or any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed and signed, to the Company at its address specified below and (x) delivery, at the
request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the
Securities Act and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an “accredited investor” as defined in Rule 501(a) under
the Securities Act and making of customary representations, warranties and certifications, to the Company at its address specified below. Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the form of
this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if
any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in
respect of this Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 2. 
 3.
Exercise and Duration of Warrant. 
 (a) All or any part of this Warrant shall be exercisable by the registered Holder in
any manner permitted by Section 8 of this Warrant at any time and from time to time on or after the Trigger Date and through and including 5:30 P.M. Oklahoma City time, on the Expiration Date. At 5:30 P.M., Oklahoma City time, on the
Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding. 

(b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as
Schedule 1 hereto (the “Exercise Notice”), completed and 

  
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duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise”
if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 10 below), and the date on which the last of such items is delivered to the Company (as determined in accordance
with the notice provisions hereof) is an “Exercise Date.” In connection with the delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above and as a condition to the
Company’s obligation to issue such the Warrant Shares, the Holder shall certify to the Company that such representations, warranties and certifications as are customary in order to support the Company’s private placement securities law
exemption for the issuance and same of the Warrant Shares to the Holder upon such exercise. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice
shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. 
 4. Delivery of Warrant Shares. Upon exercise of this Warrant, the Company shall promptly issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such
name or names as the Holder may designate (provided that, if a registration statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the
Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from
the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of
the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant
Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such
Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become
the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its commercially reasonable efforts to
deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its
transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation. 
 5. Charges,
Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense in
respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in
the registration of any certificates for Warrant Shares or the Warrant in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or
receiving Warrant Shares upon exercise hereof. 

  
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 6. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction (in such case) and, in each case, a customary and reasonable indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition
precedent to the Company’s obligation to issue the New Warrant. 
 7. Reservation of Warrant Shares. The Company covenants that it
will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided,
the number of Warrant Shares that are initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the
adjustments and restrictions of Section 8). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and
validly authorized, issued and fully paid and nonassessable. The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. 
 8.
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 8. 

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on
its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of shares, (iii) combines its
outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of Common Stock any shares of capital of the Company, then in each such case the Exercise Price shall be multiplied by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding immediately before such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made
pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or
(iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. 

(b) Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common
Stock for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph) or (iii) rights or warrants to subscribe for or purchase any security, or
(iv) any other asset (in each case, “Distributed Property”), then, upon any exercise of this Warrant that occurs after the record date fixed for determination of stockholders entitled to receive such distribution, the Holder
shall be entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder would have 

  
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been entitled to receive in respect of such number of Warrant Shares had the Holder been the record holder of such Warrant Shares immediately prior to such record date without regard to any
limitation on exercise contained therein. 
 (c) Number of Warrant Shares. Simultaneously with any adjustment to the
Exercise Price pursuant to paragraph (a) of this Section 8, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment. 

(d) Calculations. All calculations under this Section 8 shall be made to the nearest cent or the nearest share, as
applicable. 
 (e) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 8,
the Company at its expense will, at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of
the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon
which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent. 
 9. Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds; provided, however, that if, on any Exercise Date there is not an effective registration
statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in
which event the Company shall issue to the Holder the number of Warrant Shares determined as follows: 
 X = Y [(A-B)/A]

 where: 
 “X” equals the number of Warrant Shares to be issued to the Holder; 

“Y” equals the total number of Warrant Shares with respect to which this Warrant is being exercised; 

“A” equals the average of the Closing Sale Prices of the shares of Common Stock (as reported by Bloomberg Financial Markets)
for the five (5) consecutive Trading Days ending on the date immediately preceding the Exercise Date; and 
 “B”
equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. 
 For purposes of this Warrant,
“Closing Sale Price” means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market
begins to operate on an extended hours basis and does not designate the last trade price, then the last trade price of such 

  
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security prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market
on the electronic bulletin board for such security as reported by Bloomberg Financial Markets, or, if no last trade price is reported for such security by Bloomberg Financial Markets, the average of the bid prices, or the ask prices, respectively,
of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such
security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then the Board of Directors of the Company
shall use its good faith judgment to determine the fair market value. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during the applicable calculation period. 
 For purposes of Rule 144
promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for the
Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Subscription Agreement (provided that the Commission continues to take the position that such treatment is proper at the time of such
exercise). 
 10. No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In
lieu of any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale
Price) for any such fractional shares. 
 11. Notices. Any and all notices or other communications or deliveries hereunder (including,
without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified
on the signature pages hereof prior to 5:30 P.M., Oklahoma City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in
the Subscription Agreement on a day that is not a Trading Day or later than 5:30 P.M., Oklahoma City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service
specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery. The address and facsimile number of a Person for such notices or communications shall be as set
forth on the signature pages hereof unless changed by such Person by two (2) Trading Days’ prior notice to the other Persons in accordance with this Section 11. 
 12. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation
into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent
transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register. 

  
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 13. Piggyback Registration. (a) If, at any time prior to expiration of this Warrant, the Company
prepares and files an a new registration statement with the Securities and Exchange Commission (a “Registration Statement”) registering for resale any of its securities under the Securities Act (a Registration Statement pursuant to Form
S-8 or Form S-4 or other registration statement which is inappropriate to register the resale of the Warrant Shares shall not be deemed a Registration Statement for purposes of this Section 13), the Company will give written note prior to the
filing of each such Registration Document, to the Holder and holders of the Warrant Shares of the Company’s intention to do so. If the Holder or any holder of the Warrant Shares notifies the Company within the time period specified in such
notice after receipt of any such notice of its desire to include any Warrant Shares in such proposed Registration Statement, the Company shall afford the Holder or holder of the Warrant Shares the opportunity to have any Warrant Shares registered
under such Registration Statement. The Company shall file such amendments and supplements as may be necessary to keep such Registration Statement effective for a period of up to nine months or until the Warrant Securities have been sold under the
Registration Statement or Rule 144, whichever is earlier. 
 (b) Notwithstanding the provisions of this Section 13, the
Company shall have the right at any time after it shall have given written notice pursuant to this Section 13 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such
proposed amendment or registration statement, or to withdraw the same after the filing but prior to the effective date of the Registration Statement. 
 (c) Notwithstanding the provisions of Section 13, the Company shall not be required to effect or cause the registration of any Warrant Shares pursuant to Section 13 hereof if (i) counsel
for the Company delivers an opinion to the Holder, in form and substance satisfactory to counsel to the Holder, to the effect that the entire number of Warrant Shares proposed to be sold by such Holder may otherwise be sold, in the manner proposed
by the Holder, without registration under the Securities Act, (ii) the SEC shall have issued a no-action position, in form and substance satisfactory to counsel for the Holder, to the effect that the entire number of Warrant Shares proposed to
be sold by the Holder may be sold by it, in the manner proposed by the Holder, without registration under the Securities Act, or (iii) the Company delivers a written notice to the Holders stating that the Company’s Board of Directors,
financial advisor or placement agent has determined in good faith that the inclusion of the warrant shares in the Registration Statement would be detrimental to the completion of the offering or other transaction proposed to be registered on the
Registration Statement. 
 14. Miscellaneous. 
 (a) No Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share
capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or
any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. 

  
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 (b) Authorized Shares. The Company covenants that during the period the Warrant is
outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants
that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the
Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).  
 (c) Successors and Assigns. Subject to the restrictions on transfer set
forth in this Warrant, and compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns.
Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. 

(d) Amendment and Waiver. Except as otherwise provided herein, the provisions of the Warrant may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. 
 (e) Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein. 

(f) Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN OKLAHOMA CITY, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT
OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER
HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH


  
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EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THE SUBSCRIPTION AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF
PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

(g) Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to
limit or affect any of the provisions hereof. 
 (h) Severability. In case any one or more of the provisions of this
Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder will attempt in good
faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

  
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 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of
the date first indicated above. 
  

			
	GRAYMARK HEALTHCARE, INC.
		
	By:	 	  

	Name:	 	Stanton Nelson
	Title:	 	Chief Executive Officer


  

	
	204 N. Robinson, Suite 400
	Oklahoma City, OK 73102
	
	Fax No.: 405-601-5300
	









 SCHEDULE 1 
 FORM OF EXERCISE NOTICE 
 [To be executed by the Holder to purchase shares of
Common Stock under the Warrant] 
 Ladies and Gentlemen: 
 (1) The undersigned is the Holder of Warrant No.              (the “Warrant”) issued by Graymark Healthcare, Inc., an
Oklahoma corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant. 
 (2) The undersigned hereby exercises its right to purchase                  Warrant Shares pursuant to the Warrant.

 (3) The Holder intends that payment of the Exercise Price shall be made as (check one): 

 

			
	  ̈
	  	Cash Exercise
		
	  ̈
	  	“Cashless Exercise” under Section 9 of the Warrant

 (4) If the Holder has elected a Cash Exercise, the Holder shall pay the sum of
$         in immediately available funds to the Company in accordance with the terms of the Warrant. 
 (5) Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant. 

(6) By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced
hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 9 of the
Warrant to which this notice relates. 
 Dated:
                     
 Name of
Holder:                                  

 

			
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  


 (Signature must conform in all respects to name of Holder as specified on the face of the Warrant) 







 SCHEDULE 2 
 FORM OF ASSIGNMENT 
 [To be completed and executed by the Holder only upon transfer
of the Warrant] 
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                     (the “Transferee”) the right represented by the within Warrant to purchase
                     shares of Common Stock of Graymark Healthcare, Inc. (the “Company”) to which the within Warrant
relates and appoints                      attorney to transfer said right on the books of the Company with full power of substitution
in the premises. In connection therewith, the undersigned represents, warrants, covenants and agrees to and with the Company that: 
  

	(a)	the offer and sale of the Warrant contemplated hereby is being made in compliance with Section 4(1) of the United States Securities Act of 1933, as amended (the
“Securities Act”) or another valid exemption from the registration requirements of Section 5 of the Securities Act and in compliance with all applicable securities laws of the states of the United States;


  

	(b)	the undersigned has not offered to sell the Warrant by any form of general solicitation or general advertising, including, but not limited to, any advertisement,
article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;


  

	(c)	the undersigned has read the Transferee’s investment letter included herewith, and to its actual knowledge, the statements made therein are true and correct; and


  

	(d)	the undersigned understands that the Company may condition the transfer of the Warrant contemplated hereby upon the delivery to the Company by the undersigned or the
Transferee, as the case may be, of a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration
under the Securities Act and under applicable securities laws of the states of the United States. 

  

							
	Dated:                     	 		 		 	  

		 		 		 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
				
		 		 		 	  

		 		 		 	Address of Transferee
				
		 		 		 	  

				
		 		 		 	  

				
	In the presence of: