exv4w7






EXHIBIT 4.7



THIS FINANCIAL ADVISOR WARRANT AGREEMENT AND THE SHARES OF COMMON STOCK AND OTHER WARRANT
SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT THE REGISTRATION OF SUCH SECURITIES UNDER THE
SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.




FINANCIAL ADVISOR WARRANT AGREEMENT




     This FINANCIAL ADVISOR WARRANT AGREEMENT (this “Warrant Agreement” or “Agreement”), dated June
11, 2009, is between GRAYMARK HEALTHCARE, INC., formerly Graymark Healthcare, Inc., an Oklahoma
corporation (the “Company”), and VIEWTRADE SECURITIES, INC. (the “Financial Advisor”) (the Company
and the Financial Advisor are sometimes referred to as the “parties” collectively and as a “party”
individually).



W I T N E S S E T H:




     WHEREAS, the Financial Advisor agreed, pursuant to the Financial Advisor Agreement dated as
June 11, 2009 (the “Financial Advisor Agreement”), between the Company and the Financial Advisor,
to provide advisory services for a period of one year; and



          WHEREAS, the Company agreed pursuant to the Financial Advisor Agreement to issue to the
Financial Advisor and/or persons associated with the Financial Advisor as those persons are defined
in Rule 2710 of the NASDAQ Conduct Rules (the “Holder” or “Holders”), warrants (the “Warrants”) in
certificated form to purchase 100,000 shares of the Company’s common stock (the “Warrant Shares”)
becoming exercisable in cumulative monthly installments of 20,000 Warrant Shares at $2.05 per
Share. The “Warrants” are also referred to as the “Warrants” and the “Warrant Shares” or the
“Shares” are also referred to as the “Warrant Securities”;




     WHEREAS, this Agreement is entered into by the Company and the Financial Advisor as part of
the compensation in connection with the Financial Advisor acting as Financial Advisor pursuant to
the Financial Advisor Agreement;



     NOW, THEREFORE, in consideration of the premises, the agreements set forth in the Financial
Advisor Agreement and this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Grant and Period.



     The above recitals are true and correct. This Agreement, relating to the purchase of the
Warrant Securities, is entered into pursuant to the Financial Advisor Agreement between the Company
and the Financial Advisor.



     Pursuant to this Agreement, the Holder is hereby granted the right to purchase from the
Company up to the aggregate sum of 100,000 Warrant Shares in five equal monthly installments of
20,000 Warrant Shares commencing on the 15th day of July, August, September, October and


November
2009, unless the Financial Advisory Agreement shall be terminated in accordance with its





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terms before the applicable date on which the Warrant Shares become purchasable by the Holder. The
Holder’s right to purchase the Warrant Securities or Warrant Shares pursuant to this Agreement
shall terminate at 5:30 p.m., Eastern Time on July 15, 2014 (the “Expiration Time”). The initial
purchase price per Company Share or for each of the Warrant Securities (subject to adjustment as
provided in Sections 4, 5 and 6) shall be $2.05 each (the “Warrant Price”), subject to the terms
and conditions of this Agreement.




     Except as specifically otherwise provided in this Agreement, the Warrant Shares shall bear the
same terms and conditions as designated in the Company’s Certificate of Incorporation and any
amendments thereto, and the Holders shall not be provided any registration rights and the Company
shall not have any obligation to register the Warrants or the Warrant Shares (or Warrant
Securities) under the Securities Act of 1933, as amended (the “Act”).



     2. Method of Exercise; Payment; Issuance of New Warrants; Transfer and Exchange.



          (a) Time of Exercise. The Warrants that become exercisable pursuant to this Agreement
may be exercised in whole or in part on or before the Expiration Time.




          (b) Method of Exercise. The Holder of a Warrant Certificate may exercise the
Warrants, in whole or in part, by the surrender of the Warrant Certificate (with the exercise form
attached hereto duly executed) at the principal office of the Company, and by the payment to the
Company of an amount of consideration therefor equal to the Warrant Price in effect on the date of
such exercise multiplied by the number of shares of Warrant Stock with respect to which the
Warrants is then being exercised, payable at such Holder’s election (i) by certified or official
bank check or by wire transfer to an account designated by the Company, (ii) by “cashless
exercise” in accordance with the provisions of Section 2(c), or (iii) by a combination of the
foregoing methods of payment selected by the Holder of the Warrant Certificate.




          (c) Cashless Exercise. Notwithstanding any provisions herein to the contrary,
following the Original Issue Date, if the Per Share Market Value of one share of Common Stock is
greater than the Warrant Price (at the date of exercise), in lieu of exercising the Warrants by
payment of cash, the Holder may exercise the Warrants by a cashless exercise and shall receive the
number of shares of Common Stock equal to an amount (as determined below) by surrender of the
Warrant Certificate at the principal office of the Company, properly endorsed in which event the
Company shall issue to the Holder a number of shares of Common Stock computed using the following
formula:




	 	 	 	 	 	 	 
	X

	 =	Y(A-B)	 	 	 	 
	 

	 	A	 	 	 	 
	Where

	 	 	 	X =
	 	the number of shares of Common Stock to be issued to the Holder.
	 
	 	 	 	 	 	 
	 

	 	 	 	Y =
	 	the number of shares of Common Stock purchasable upon
exercise of all of the Warrant or, if only a portion of the Warrant is being
exercised, the portion of the Warrant being exercised.
	 
	 	 	 	 	 	 
	 

	 	 	 	A =
	 	the Per Share Market Value of one share of Common Stock.
	 
	 	 	 	 	 	 
	 

	 	 	 	B =
	 	the Warrant Price.






          (d) Issuance of Stock Certificates. In the event of any exercise of the Warrants in
accordance with and subject to the terms and conditions hereof and the Warrant Certificate, (i)
certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise
and delivered to the Holder hereof within a reasonable time, not exceeding five (5) calendar days
after the exercise notice is delivered to the Company (the “Delivery Date”) or, at the request of
the Holder






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(provided that a registration statement under the Securities Act providing for the resale of the
Warrant Stock is then in effect), issued and delivered to the Broadridge Financial (formerly
Depository Trust Company) account on the Holder’s behalf via the Deposit Withdrawal Agent
Commission System (“DWAC”) within a reasonable time, and the Holder hereof shall be deemed for all
purposes to be the holder of the shares of Warrant
Stock so purchased as of the date of such exercise and (ii) unless the Warrants have expired,
a new Warrant Certificate representing the number of shares of Warrant Stock, if any, with respect
to which the presented Warrant Certificate shall not then have been exercised (less any amount
thereof which shall have been canceled in payment or partial payment of the Warrant Price as
hereinabove provided) shall also be issued to the Holder hereof at the Company’s expense within
such time.




          (e) Transferability of Warrants. Subject to Section 2(f) hereof, the Warrants may be
transferred by a Holder only with the prior written consent of the Company, which consent will not
be unreasonably withheld. If transferred pursuant to this section, the Warrants may be transferred
on the books of the Company by the Holder hereof upon surrender of the Warrant Certificate at the
principal office of the Company, properly endorsed by the Holder and upon payment by the Holder of
any necessary transfer tax or other governmental charge imposed upon such transfer. The Warrant
Certificates are exchangeable at the principal office of the Company for Warrant Certificates to
purchase the same aggregate number of shares of Warrant Stock, each new Warrant Certificate to
represent the right to purchase such number of shares of Warrant Stock as the Holder of the
Warrant Certificate shall designate at the time of such exchange. All Warrant Certificates issued
on transfers or exchanges shall be dated the date of this Agreement and shall be identical to the
presented Warrant Certificate except as to the number of shares of Warrant Stock issuable pursuant
thereto.




          (f) Compliance with Securities Laws.




               (i) The Holder of a Warrant Certificate, by acceptance hereof, acknowledges and agrees that
the Warrant Certificate and the shares of Warrant Stock to be issued upon exercise hereof are
being acquired solely for the Holder’s own account and not as a nominee for any other party, and
for investment purposes only and not with a view to the resale or distribution of any part
thereof, and that the Holder will not offer, sell or otherwise dispose of the Warrants or any
shares of Warrant Stock to be issued upon the exercise hereof except pursuant to an effective
registration statement, or an exemption from registration, under the Securities Act and any
applicable state securities laws. The Holder represents and warrants to the Company that the
Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated
under the Securities Act.



               (ii) Except as provided in Section 2(f)(iii) below, the Warrants and all certificates
representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted
with a legend in substantially the following form:




THIS WARRANT CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY SHALL HAVE
RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT REGISTRATION OF SUCH SECURITIES



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UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE
STATE SECURITIES LAWS IS NOT REQUIRED.



               (iii) Subject to the satisfaction of the conditions set forth in this Section 2(f)(iii), the
Company agrees to reissue Warrant Certificates or certificates representing any of the Warrant
Stock, without the legend set forth above if at such time, prior to making any transfer of any such
securities, the Holder shall give written notice to the Company describing the manner and terms of
such transfer. Such proposed transfer will not be effected until:




          (a) either (i) the Company has received an opinion of counsel reasonably satisfactory
to the Company, to the effect that the registration of such securities under the Securities
Act is not required in connection with such proposed transfer, (ii) a registration statement
under the Securities Act covering such proposed disposition has been filed by the Company
with the Securities and Exchange Commission (of which the Company shall not be obligated to
do so) and has become effective under the Securities Act, or (iii) the Holder provides the
Company with reasonable assurances that such security can be sold pursuant to Rule 144 under
the Securities Act; or




          (b) either (i) the Company has received an opinion of counsel reasonably satisfactory
to the Company, to the effect that registration or qualification under the securities or
“blue sky” laws of any state is not required in connection with such proposed disposition,
or (ii) compliance with applicable state securities or “blue sky” laws has been effected or
a valid exemption exists with respect thereto. The Company will respond to any such notice
from a holder as soon as is practicable, but in no event later than five (5) business days
after the Company’s receipt of such notice. In the case of any proposed transfer under this
Section 2(f)(iii), the Company will use reasonable efforts to comply with any such
applicable state securities or “blue sky” laws, but shall in no event be required, (x) to
qualify to do business in any state where it is not then qualified, (y) to take any action
that would subject it to tax or to the general service of process in any state where it is
not then subject, or (z) to comply with state securities or “blue sky” laws of any state for
which registration by coordination is unavailable to the Company.



               The restrictions on transfer contained in this Section 2(f)(iii) shall be in addition to, and
not by way of limitation of, any other restrictions on transfer contained in any other section of
this Agreement. Notwithstanding any other provision in this Agreement, the Company shall not be
obligated to register the Warrant Stock under the Securities Act or under any state securities act
or laws. Furthermore, the Company shall not be obligated to execute or file any general consent to
service of process or to qualify as a foreign corporation to do business under the laws of any
state or other jurisdiction, nor shall the officers, directors and five percent (5%) or greater
shareholders be required to deposit in escrow and securities of the Company owned by them or
subject such securities to any form of lockup arrangement in connection with any registration of
the Warrant Stock. The Company shall use its good faith reasonable efforts to cause such Warrant
Stock covered by such registration statement to be registered with or approved by such other
governmental agencies or authorities of the United States or any state thereof as may be reasonably
necessary to enable the Holder or Holders thereof to consummate the disposition of such Warrant
Stock.



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	3.	 	Stock Fully Paid; Reservation of Shares; Covenants.





          (a) Stock Fully Paid; Reservation of Shares. The Company represents, warrants,
covenants and agrees that all shares of Warrant Stock that may be issued upon the exercise of the
Warrants or otherwise hereunder will, when issued in accordance with the terms of this Agreement
and the Warrant Certificates, be duly authorized, validly issued, fully paid and non-assessable and
free from all liens and encumbrances created by or through the Company, other than those imposed by
applicable federal or state securities laws. The Company further covenants and agrees that during
the period within which the Warrants may be exercised, the Company will at all times have
authorized and reserved for the purpose of issuance upon exercise of the Warrants a number of
shares of Common Stock equal to at least one hundred twenty percent (120%) of the aggregate number
of shares of Common Stock required to provide for the exercise of the Warrants.



          (b) Covenants. The Company shall not by any action, including, without limitation,
amending its Certificate of Incorporation or the by-laws, or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or any other action,
avoid or seek to avoid the observance or performance of any of the terms of this Agreement.
Without limiting the generality of the foregoing, the Company will (i) not permit the par value,
if any, of its Common Stock to exceed the then effective Warrant Price, (ii) not amend or modify
any provision of its Certificate of Incorporation or by-laws in any manner that would adversely
affect the rights of the Holders of the Warrant Certificates, (iii) take all such action as may be
reasonably necessary in order that the Company may validly and legally issue fully paid and
non-assessable shares of Company Common Stock, free and clear of any liens and encumbrances (other
than as provided herein) upon the exercise of the Warrants, and (iv) use its best efforts to
obtain all such authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be reasonably necessary to enable the Company to perform its
obligations under this Agreement.



          (c) Loss, Theft, Destruction of Warrants. Upon receipt of evidence satisfactory to
the Company of the ownership of and the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, theft or destruction, upon receipt of indemnity or security
satisfactory to the Company or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase
the same number of shares of Common Stock.



     4. Effect of Reorganization, Etc.



          (a) Reorganization, Consolidation, Merger, Etc. In case at any time or from time to
time, the Company shall (i) effect a reorganization, (ii) consolidate with or merge into any other
Person, or (iii) transfer all or substantially all of its properties or assets to any other Person
under any plan or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and adequate provision
shall be made by the Company whereby the Holder, on the exercise hereof at any time after the
consummation of such reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive (from the surviving entity or the parent of the
surviving entity in a reorganization, consolidation or merger), in lieu of the Warrant Stock
issuable on such exercise prior to such consummation or such effective date, the stock and other
securities and property to which such Holder would have been entitled upon the consummation of
such reorganization, consolidation or merger (the amount of which shall be computed on the basis
of the actual exchange ratio on which such transaction was predicated) or in connection with such
dissolution, as the case may be, if such Holder had so exercised the Warrants, immediately prior
thereto.




          (b) Assumption of Warrant; Continuation of Terms. Upon any reorganization,






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consolidation, merger or transfer referred to in this Section 4, this Agreement shall be
assumed by the surviving entity or the parent of the surviving entity (as applicable) in any such
reorganization, consolidation or merger (as applicable), shall continue in full force and effect
and the terms hereof shall be applicable to the shares of stock and other securities and property
receivable on the exercise of the Warrants after the consummation of such reorganization,
consolidation or merger, as the case may be, and shall be binding upon the Company of any such
stock or other securities, including, in the case of any such transfer, the Person acquiring all
or substantially all of the properties or assets of the Company, whether or not such person shall
have expressly assumed the terms of this Agreement.




     5. Extraordinary Events Regarding Common Stock. In the event that the Company shall
(a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding
Common Stock issued by the Company (b) subdivide its outstanding shares of Common Stock, or (c)
combine its outstanding shares of the Common Stock into a smaller number of shares of the Common
Stock, then, in each such event, the Warrant Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Warrant Price by a fraction, the numerator of which
shall be the number of shares of Common Stock outstanding immediately prior to such event and the
denominator of which shall be the number of shares of Common Stock outstanding immediately after
such event, and the product so obtained shall thereafter be the Warrant Price then in effect. The
Warrant Price, as so adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described herein in this Section 5. The number of shares of Warrant
Stock that the Holder shall thereafter, on the exercise hereof as provided in Section 2, be
entitled to receive shall be adjusted to a number determined by multiplying the number of shares of
Warrant Stock that would otherwise (but for the provisions of this Section 5) be issuable on such
exercise by a fraction of which (a) the numerator is the Warrant Price that would otherwise (but
for the provisions of this Section 5) be in effect, and (b) the denominator is the Warrant Price in
effect on the date of such exercise (taking into account the provisions of this Section 5).
Notwithstanding the foregoing, in no event shall the Exercise Price be less than the par value of
the Common Stock.




	6.	 	Issuance of Additional Shares of Common Stock.





          (a) In the event the Company shall at any time following the Original Issue Date issue any
Additional Shares of Common Stock (otherwise than as provided in Section 4 and 5,and other than in
connection with the purchase or acquisition of the assets, other than cash and cash equivalents, of
another Person), at a price per share less than the Warrant Price then in effect or without
consideration (a “Dilutive Issuance”), then the Warrant Price upon each such issuance shall be
adjusted to that price determined in accordance with the following formula:




	 	 	 
	 

	 	Adjusted Warrant Price = (OS x WP) + NI OS
	 

	 	+ NS

	 
	 	 
	Where:

	 	OS = Outstanding shares of Common Stock prior to the Dilutive Issuance.
	 
	 	 
	 

	 	WP = Warrant Price in effect prior to the Dilutive Issuance.
	 
	 	 
	 

	 	NI = Aggregate consideration received by the Company upon the
Dilutive Issuance in dollars.
	 
	 	 
	 

	 	NS = Number of Additional Shares of Common Stock issued in
the Dilutive Issuance.






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          (b) No Adjustment for Exercise of Common Stock Equivalents. No adjustment of the
number of shares of Common Stock for which the Warrants shall be exercisable shall be made under
Section 6(a) upon the issuance of any Additional Shares of Common Stock that are issued pursuant
to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been
made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or
other rights therefor) pursuant to Section 6(c).




          (c) Issuance of Common Stock Equivalents. If at any time the Company shall issue or
sell any Common Stock Equivalents, whether or not the rights to exchange or convert thereunder are
immediately exercisable, and the aggregate price per share for which Common Stock is issuable upon
such conversion or exchange plus the consideration received by the Company for issuance of such
Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such
Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the Warrant
Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per
share for which Additional Shares of Common Stock may be issuable thereafter is amended or
adjusted, and such price as so amended shall make the Aggregate Per Common Share Price be less
than the Warrant Price in effect at the time of such amendment or adjustment, then the Warrant
Price upon each such issuance or amendment shall be adjusted as provided in Section 6(a). No
further adjustment of the Warrant Price then in effect shall be made under this Section 6(c) upon
the issuance of any Common Stock Equivalents which are issued pursuant to the exercise of any
warrants or other subscription or purchase rights therefor, if any such adjustment shall
previously have been made upon the issuance of such warrants or other rights pursuant to this
Section 6(c). No further adjustments of the Warrant Price then in effect shall be made upon the
actual issue of such Common Stock upon conversion or exchange of such Common Stock Equivalents.




          (d) Superseding Adjustment. If, at any time after any adjustment of the number of
shares of Common Stock for which the Warrants are exercisable and the Warrant Price then in effect
shall have been made pursuant to Section 6(c) as the result of any issuance of Common Stock
Equivalents, and (i) such Common Stock Equivalents, or the right of conversion or exchange in such
Common Stock Equivalents, shall expire, and all or a portion of such or the right of conversion or
exchange with respect to all or a portion of such Common Stock Equivalents, as the case may be,
shall not have been exercised, or (ii) the consideration per share for which shares of Common
Stock are issuable pursuant to such Common Stock Equivalents shall be increased, then such
previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock
which were deemed to have been issued by virtue of the computation made in connection with the
adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of
such computation. Upon the occurrence of an event set forth in this Section 6(d), there shall be a
recomputation made of the effect of such Common Stock Equivalents on the basis of: (i) treating
the number of Additional Shares of Common Stock theretofore actually issued pursuant to the
previous exercise of Common Stock Equivalents or any such right of conversion or exchange, as
having been issued on the date or dates of any such exercise and for the consideration actually
received and receivable therefor, and (ii) treating any such Common Stock Equivalents which then
remain outstanding as having been granted or issued immediately after the time of such increase of
the consideration per share for which Additional’ Shares of Common Stock are issuable under such
Common Stock Equivalents; whereupon a new adjustment of the number of shares of Common Stock for
which the Warrants are exercisable and the Warrant Price then in effect shall be made, which new
adjustment shall supersede the previous adjustment so rescinded and annulled.




     7. Other Provisions applicable to Adjustments under Sections 4, 5 and 6. The
following provisions shall be applicable to the making of adjustments of the number of shares of
Common Stock for which the Warrants are exercisable and the Warrant Price then in effect provided
for in Sections 4, 5 and 6:



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          (a) Computation of Consideration. (i) To the extent that any Additional Shares of
Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be
issued for cash consideration, the consideration received by the Company therefor shall be (1) the
amount of the cash received by the Company therefor, or, (2) if such Additional Shares of Common
Stock or Common Stock Equivalents are offered by the Company for subscription, the subscription
price, or, (3) if such Additional Shares of Common Stock or Common Stock Equivalents are sold to
underwriters or dealers for public offering without a subscription offering, the initial public
offering price (in any such case subtracting any amounts paid or receivable for accrued interest or
accrued dividends and without taking into account any compensation, discounts or expenses paid or
incurred by the Company for and in the underwriting of, or otherwise in connection with, the
issuance thereof).




          (ii) In connection with any merger or consolidation in which the Company is the surviving
corporation (other than any consolidation or merger in which the previously outstanding shares of
Common Stock of the Company shall be changed to or exchanged for the stock or other securities of
another corporation), the amount of consideration therefore shall be, deemed to be the fair value,
as determined reasonably and in good faith by the Board, of such portion of the assets and business
of the non-surviving corporation as the Board may determine to be attributable to such shares of
Common Stock or Common Stock Equivalents, as the case may be.




          (iii) The consideration for any Additional Shares of Common Stock issuable pursuant to any
warrants or other rights to subscribe for or purchase the same shall be the consideration received
by the Company for issuing such warrants or other rights plus the additional consideration payable
to the Company upon exercise of such warrants or other rights. The consideration for any Additional
Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the
consideration received by the Company for issuing warrants or other rights to subscribe for or
purchase such Common Stock Equivalents, plus the consideration paid or payable to the Company in
respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional
consideration, if any, payable to the Company upon the exercise of the right of conversion or
exchange in such Common Stock Equivalents.




          (iv) In the event of any consolidation or merger of the Company in which the Company is not
the surviving corporation or in which the previously outstanding shares of Common Stock of the
Company shall be changed into or exchanged for the stock or other securities of another
corporation, or in the event of any sale of all or substantially all of the assets of the Company
for stock or other securities of any corporation, the Company shall be deemed to have issued a
number of shares of its Common Stock for stock or securities or other property of the other
corporation computed on the basis of the actual exchange ratio on which the transaction was
predicated, and for a consideration equal to the fair market value on the date of such transaction
of all such stock or securities or other property of the other corporation.




          (v) In the event any consideration received by the Company for any securities consists of
property other than cash, the fair market value thereof at the time of issuance or as otherwise
applicable shall be as determined in good faith by the Board. In the event Common Stock is issued
with other shares or securities or other assets of the Company for consideration which covers both,
the consideration computed as provided in this Section 7(a) shall be allocated among such
securities and assets as determined in good faith by the Board.




          (b) When Adjustments to Be Made. The adjustments required by Section 4, 5 or 6 shall
be made whenever and as often as any specified event requiring an adjustment shall occur, except
that any adjustment of the number of shares of Warrant Stock for which the Warrants are
exercisable that would otherwise be required may be postponed (except in the case of a subdivision
or combination of shares of the Common Stock, as provided for in Section 5) up to, but not beyond
the date of exercise if such adjustment either by itself or with other adjustments not previously
made adds or subtracts less than one percent (1% ) of the shares of Warrant Stock for which the
Warrants are






8









 







exercisable immediately prior to the making of such adjustment. Any adjustment representing a
change of less than such minimum amount (except as aforesaid) which is postponed shall be carried
forward and made as soon as such adjustment, together with other adjustments required by this
Section 7 and not previously made, would result in a minimum adjustment or on the date of
exercise. For the purpose of any adjustment, any specified event shall be deemed to have occurred
at the close of business on the date of its occurrence.




          (c) Fractional Interests. In computing adjustments under Sections 4, 5 and 6,
fractional interests in Common Stock shall be taken into account to the nearest one one-hundredth
(1/100th) of a share.




          (d) When Adjustment Not Required. If the Company shall take a record of the holders
of its Common Stock for the purpose of entitling them to receive a dividend or distribution or
subscription or purchase rights and shall, thereafter and before the distribution to stockholders
thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or
purchase rights, then thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be rescinded and annulled.




          (e) Form of Warrant after Adjustments. The form of the Warrant Certificate need not
be changed because of any adjustments in the Warrant Price or the number and kind of Securities
purchasable upon the exercise of the Warrants evidenced by the Warrant Certificate; however, all
Warrant Certificates issued by the Company subsequent to any adjustments under Section 4, 5 or 6
shall reflect such adjustments.




     8. Notice of Adjustments. Whenever the Warrant Price or number of shares of Warrant
Stock shall be adjusted pursuant to Sections 4, 5 and 6 hereof (for purposes of this Section 8,
each an “adjustment”), the Company shall cause its Chief Financial Officer to prepare and execute
a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount
of the adjustment, the method by which such adjustment was calculated (including a description of
the basis on which the Board made any determination hereunder), and the Warrant Price and Warrant
Share Number after giving effect to such adjustment, and shall cause copies of such certificate to
be delivered to the Holder of the Warrant Certificates promptly after each adjustment. Absent
manifest error, such certificate shall be final and binding on the parties hereto and the Holders.



     9. Fractional Shares. No fractional shares of Warrant Stock will be issued in
connection with any exercise hereof; however in lieu of such fractional share, the Company shall
round the number of shares to be issued upon exercise up to the nearest whole number of shares.




	10.	 	Ownership Cap and Certain Exercise Restrictions.





          (a) Notwithstanding anything to the contrary set forth in this Agreement, at no time may a
Holder of the a Warrant Certificate exercise the Warrants evidenced thereby if the number of
shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with
all other shares of Common Stock owned by such Holder at such time, the number of shares of Common
Stock which would result in such Holder beneficially owning (as determined in accordance with
Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% or 9.99%, as may be
applicable at that time, of the then issued and outstanding shares of Common Stock; provided,
however, that upon a Holder of the Warrants providing the Company with sixty-one (61) days
notice (the “Waiver Notice”) that such Holder would like to waive this Section 10(a) with regard
to any or all shares of Common Stock issuable upon exercise of the Warrants, this Section 10(a)
will be of no force or effect with regard to all or a portion of the Warrants referenced in the
Waiver Notice; provided, further, that this provision shall be of no further force or effect
during the sixty-one (61) days immediately preceding the date of the Expiration Time.







9









 








          (b) The Holder may not exercise the Warrants to the extent such exercise would result in the
Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and
the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common
Stock, including shares issuable upon exercise of the Warrant held by the Holder after application
of this Section; provided, however, that upon the Holder providing the Company with a Waiver
Notice that such Holder would like a waiver this Section 10(b) with regard to any or all shares of
Warrant Stock issuable upon exercise of the Warrant, this Section 10(b) shall be of no force or
effect with regard to those shares of Warrant Stock referenced in the Waiver Notice; provided,
further, that this provision shall be of no further force or effect during the sixty-one (61) days
immediately preceding the date of the Expiration Time.




     11. Call. Omitted.



     12. Definitions. For the purposes of this Agreement, the following terms have the
following meanings:



          “Additional Shares of Common Stock” means all shares of Common Stock issued by the Company
after the Original Issue Date, and all shares of Other Common, if any, issued by the Company after
the Original Issue Date, except: (i) securities issued (other than for cash) in connection with a
merger, acquisition, or consolidation, (ii) securities issued pursuant to the conversion or
exercise of convertible or exercisable securities issued or outstanding on or prior to the Original
Issue Date (iii) the Warrant Stock, (iv) securities issued in connection with bona fide strategic
license agreements or other partnering arrangements so long as such issuances are not for the
purpose of raising capital, (v) Common Stock issued or the issuance or grants of non-plan options
to purchase Common Stock to consultants, directors and/or employees that have been approved by the
Board, (vi) securities issued pursuant to, and/or in connection with, a bona fide firm underwritten
public offering of the Company’s securities, (vii) the issuance of Common Stock upon the exercise
or conversion of any securities described in clauses (i) through (vi) above.




          “Board” shall mean the Board of Directors of the Company.




          “Capital Stock” means and includes (i) any and all shares, interests, participations or other
equivalents of or interests in (however designated) corporate stock, including, without
limitation, shares of preferred or preference stock, (ii) all partnership interests (whether
general or limited) in any Person which is a partnership, (iii) all membership interests or
limited liability company interests in any limited liability company, and (iv) all equity or
ownership interests in any Person of any other type.




          “Certificate of Incorporation” means the Certificate of Incorporation of the Company as in
effect on the Original Issue Date, and as hereafter from time to time amended, modified,
supplemented or restated in accordance with the terms hereof and thereof and pursuant to
applicable law.




          “Common Stock” means the Common Stock, $0.0001 par value per share, of the Company and any
other Capital Stock into which such stock may hereafter be changed.




          “Common Stock Equivalent” means any Convertible Security or warrant, option or other right to
subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.




          “Convertible Securities” means evidences of Indebtedness, shares of Capital Stock or other
Securities which are or may be at any time convertible into or exchangeable for Additional Shares
of Common Stock. The term “Convertible Security” means one of the Convertible Securities.






10









 








          “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal
statute then in effect.




          “Expiration Time” has the meaning specified in Section 1 hereof.




          “Holders” mean the Persons who shall from time to time own any Warrant. The term “Holder”
means one of the Holders.




          “Independent Appraiser” means a nationally recognized or major regional investment banking
firm or firm of independent certified public accountants of recognized standing (which may be the
firm that regularly examines the financial statements of the Company) that is regularly engaged in
the business of appraising the Capital Stock or assets of corporations or other entities as going
concerns, and which is not affiliated with either the Company or the Holder of any Warrant.




          “Company” means Graymark Healthcare, Inc., an Oklahoma corporation, and its successors.




          “Majority Holders” means at any time the Holders of Warrants exercisable for a majority of
the shares of Warrant Stock issuable under the Warrants at the time outstanding.




          “NASDAQ” means capital markets of The NASDAQ Stock Market, Inc.




          “Original Issue Date” means June 11, 2009.




          “OTC Bulletin Board” means the over-the-counter electronic bulletin board.




          “Other Common” means any other Capital Stock of the Company of any class which shall be
authorized at any time after the Original Issue Date (other than Common Stock) and which shall
have the right to participate in the distribution of earnings and assets of the Company without
limitation as to amount.




          “Person” means an individual, a corporation, a limited liability company, partnership, a
joint stock company, a trust, an unincorporated organization, a joint venture, an enterprise
having members or having outstanding shares of stock or other evidences of financial or beneficial
interest therein (whether formed by agreement or under statutory authority or otherwise), a
Governmental Authority, or other entity of whatever nature.




          “Per Share Market Value” means on any particular date (a) the reported closing sale price per
share of the Common Stock on such date on the OTC Bulletin Board, NASDAQ or another registered
national stock exchange on which the Common Stock is then quoted or listed, or if there is no such
price on such date, then the reported closing sale price on the date nearest preceding such date,
or (b) if the Common Stock is not listed then on the OTC Bulletin Board, NASDAQ or any registered
national stock exchange, the average of the closing bid and asked prices for a share of Common
Stock in the over-the-counter market, as reported by the National Quotation Bureau Incorporated or
similar organization or agency succeeding to its functions of reporting prices) at the close of
business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board,
NASDAQ or the National Quotation Bureau Incorporated (or similar organization or agency succeeding
to its functions of reporting prices), then the average of the OTC QX quotes for the five (5)
trading days preceding such date of determination, or (d) if the Common Stock is not then publicly
traded the fair market value of a share of Common Stock as determined by an Independent Appraiser
mutually agreed upon (in good faith) by the Majority Holders and the Board; provided, however,
that all determinations of the Per Share Market Value shall be appropriately adjusted for any
stock dividends, stock splits or other similar transactions during such period. The determination
of fair market value by an Independent Appraiser shall be based upon the fair market value of the
Company determined on a






11









 







going concern basis as between a willing buyer and a willing seller and taking into account
all relevant factors determinative of value, and shall be final and binding on all parties.




          “Public Company” means the Company or the successor of the Company subject to the reporting
requirements of the Exchange Act.




          “Securities” means any debt or equity securities of the Company, whether now or hereafter
authorized, any instrument convertible into or exchangeable for Securities or a Security, and any
option, warrant or other right to purchase or acquire any Security. “Security” means one of the
Securities.




          “Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute
then in effect.




          “Warrant Price” initially refers to the price specified in Section 1 hereof, as such price may
be adjusted from time to time as shall result from the adjustments specified in this Agreement,
including Sections 4, 5 and 6 hereto.




          “Warrant Stock” means Common Stock issuable upon exercise of any Warrant or Warrants or
otherwise issuable pursuant to any Warrant or Warrants.





	13.	 	Other Notices. In case at any time:





          (a) the Company shall make any distributions to the holders of Common Stock; or




          (b) the Company shall authorize the granting to all holders of its Common Stock of rights to
subscribe for or purchase any shares of Capital Stock of any class or other rights; or




          (c) there shall be any reclassification of the Capital Stock of the Company; or




          (d) there shall be any capital reorganization by the Company; or




          (e) there shall be any (i) consolidation or merger involving the Company or (ii) sale,
transfer or other disposition of all or substantially all of the Company’s property, assets or
business (except a merger or other reorganization in which the Company shall be the surviving
corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and
except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned
subsidiary); or




          (f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the
Company or any partial liquidation of the Company or distribution to holders of Common Stock;



then, in each of such cases, the Company shall give written notice to the Holder of the date on
which (i) the books of the Company shall close or a record shall be taken for such dividend,
distribution or subscription rights or (ii) such reorganization, reclassification, consolidation,
merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock of record shall
participate in such dividend, distribution or subscription rights, or shall be entitled to exchange
their certificates for Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or
winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the
action in question and not less than ten (10) days prior to the record date or the date on which
the Company’s transfer books are closed in respect thereto. Except as otherwise specifically
provided herein, no Holder, as such, shall be entitled to vote or receive dividends






12









 







or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in
this Agreement be construed to confer upon the holder hereof, as such, 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,
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 the Holder shall then be
entitled to receive upon the due exercise of the Warrants.




     14. Amendment and Waiver. Any term, covenant, agreement or condition in this
Agreement may be amended, or compliance therewith may be waived (either generally or in a
particular instance and either retroactively or prospectively), by a written instrument or written
instruments executed by the Company and the Majority Holders; provided, however, that no such
amendment or waiver shall reduce the Warrant Share Number, increase the Warrant Price, shorten the
period that the Warrants are exercisable, or modify any provision of this Section 14 without the
consent of the Holders. No consideration shall be offered or paid to any person to amend or
consent to a waiver or modification of any provision of this Warrant unless the same consideration
is also offered to all Holders of the Warrant Certificates.



     15. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Oklahoma, without giving effect to any of the
conflicts of law principles which would result in the application of the substantive law of
another jurisdiction. This Agreement shall not be interpreted or construed with any presumption
against the party causing this Agreement to be drafted. The Company and the Holder agree that
venue for any dispute arising under this Agreement or the Warrant Certificate will lie exclusively
in the state or federal courts located in Oklahoma County, Oklahoma, and the parties irrevocably
waive any right to raise forum non conveniens or any other argument that Oklahoma is not the
proper venue. The Company and the Holder irrevocably consent to personal jurisdiction in the state
and federal courts of the state of Oklahoma. The Company and the Holder consent to process being
served in any such suit, action or proceeding by mailing a copy thereof to such party at the
address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing in this Section 15
shall affect or limit any right to serve process in any other manner permitted by law. THE PARTIES
HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.



     16. Notices. Any notice, demand, request, waiver or other communication required or
permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery
by telecopy or facsimile at the address or number designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal business hours
where such notice is to be received) or (b) on the second business day following the date of
mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such communications shall
be:



	 	 	 
	If to the Company:

	 	Graymark Healthcare, Inc.
	 

	 	210 Park Avenue, Suite 1350
	 

	 	Oklahoma City, Oklahoma 73102
	 

	 	Attention: Chief Executive Officer
	 

	 	Tel. No.: (405) 601-5300 Fax
	 

	 	No.: (405) 601-4450






13









 






	 	 	 
	If to Financial Advisor:

	 	ViewTrade Securities, Inc.
	 

	 	7280 West Palmetto Park Road, Suite 105
	 

	 	Boca Raton, Florida 33433
	 

	 	Attention: Brian Herman
	 

	 	Tel. No.: (561) 620-0306
	 

	 	Fax No.: (561) 338-6206
	 
	 	 
	If to the registered Holder:

	 	the address of such Holder as shown on the books of the Company.






     Any party hereto may from time to time change its address for notices by giving written notice
of such changed address to the other party hereto or in the case of a Holder, by giving written
notice to the parties hereto.



     17. Warrant Agent. The Company may, by written notice to each Holder of the Warrant
Certificates, appoint an agent for the purpose of issuing shares of Warrant Stock on the exercise
of the Warrants pursuant to Section 2 hereof, exchanging the Warrant Certificates pursuant to
Section 2 hereof or replacing Warrant Certificates pursuant to Section 3 hereof, or any of the
foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be
made at such office by such agent.



     18. Remedies. The Company stipulates that the remedies at law available to the Holder
of a Warrant Certificate in the event of any default or threatened default by the Company in the
performance of or compliance with any of the terms of this Agreement or the Warrant Certificate are
not and will not be adequate and that, to the fullest extent permitted by law, such terms may be
specifically enforced by a decree for the specific performance of any agreement contained herein or
by an injunction against a violation of any of the terms hereof or otherwise.



     19. Successors and Assigns. This Agreement and the Warrant Certificates and the rights
evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of
the Company, the Holder hereof and (to the extent provided herein) the Holders of Warrant Stock
issued pursuant hereto, and shall be enforceable by any such Holder or Holder of Warrant Stock.



     20. Modification and Severability. If, in any action before any court or agency
legally empowered to enforce any provision contained herein, any provision hereof is found to be
unenforceable, then such provision shall be deemed modified to the extent necessary to make it
enforceable by such court or agency. If any such provision is not enforceable as set forth in the
preceding sentence, the unenforceability of such provision shall not affect the other provisions of
this Agreement, but this Agreement shall be construed as if such unenforceable provision had never
been contained herein.



     20. Headings. The headings of the Sections of this Agreement are for convenience of
reference only and shall not, for any purpose, be deemed a part of this Agreement.



     (SIGNATURES ON FOLLOWING PAGE)



14









 





     IN WITNESS WHEREOF, the Company has executed this Agreement as of the day and year first above
written.



	 	 	 	 	 
	 	GRAYMARK HEALTHCARE, INC.

 	 
	 	By:  	 	 
	 	 	Stanton Nelson 	 
	 	 	Chief Executive Officer 	 
	 
	 	VIEWTRADE SECURITIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



15









 






	 	 	 	 	 



GRAYMARK HEALTHCARE, INC.

WARRANT CERTIFICATE



THIS WARRANT CERTIFICATE AND THE SHARES OF COMMON STOCK AND OTHER WARRANT SECURITIES ISSUABLE UPON
THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.




EXERCISABLE ON OR BEFORE 5:30 P.M, EASTERN TIME ON MAY 15, 2014 (“Expiration Time”)




			
	NO. 2009 FAW-______
	 	____________Financial Advisor Warrants





This Warrant Certificate certifies that                                               
              , or registered assigns (the
“Holder”), is the registered holder of ______ Financial Advisor Warrants of
Graymark Healthcare, Inc. (the “Company”). The Holder has the right to purchase initially, at any
time, twenty percent (20%) of the Warrant Shares for which the Financial Advisory Warrants are
exercisable on the 15th day of June, July, August, September and October of 2009, on a
cumulative basis, subject to the terms and conditions of the Financial Advisory Warrant Agreement
dated May ___, 2009 (the “Warrant Agreement”) , until 5:30 p.m. Eastern Time on May 15, 2014
(“Expiration Time”), for $2.05 per share the Company’s Common Stock at the initial exercise price,
subject to adjustment in certain events (the “Exercise Price”).



Any exercise of Financial Advisor Warrants shall be effectuated by surrender of this Warrant
Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to
the conditions set forth herein and in the Warrant Agreement. Payment of the Exercise Price shall
be made by certified check or official bank check in New York Clearing House funds payable to the
order of the Company in the event there is no cashless exercise pursuant to Section 2(c) of the
Warrant Agreement. The Financial Advisor Warrants are also referred to as “Warrants”.



No Warrant may be exercised after the Expiration Time, at which time all Warrants evidenced hereby,
unless exercised prior thereto, hereby shall thereafter be void.



The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants
issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to for a description of the
rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the
holders (the words “holders” or “holder” meaning the registered holders or registered holder) of
the Warrants.



The Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and
the type and/or number of the Company’s securities issuable thereupon may, subject to certain
conditions, be adjusted. In such event, the Company will, at the request of the Holder, issue a
new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type
of securities issuable upon the exercise of the Warrants; provided, however, that the failure of
the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise
impair, the rights of the Holder as set forth in the Warrant Agreement.



Upon due presentment for registration or transfer of this Warrant Certificate at an office or
agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided herein and in the
Warrant Agreement, without any charge except for any tax or other governmental charge imposed in
connection with such transfer.



Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall
forthwith issue to the Holder hereof a new Warrant Certificate representing such number of
unexercised Warrants.



The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this
Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof,
and for all other purposes, and the Company shall not be affected by any notice to the contrary.



All terms used in this Warrant Certificate which are defined in the Financial Advisor Warrant
Agreement shall have the meanings assigned to them in the Financial Advisor Warrant Agreement.



IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed.




	 	 	 	 	 	 	 	 	 
	Dated as of __________, 200__	 	 	 	GRAYMARK HEALTHCARE, INC.	 	 
	 
	Attest:

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Stanton Nelson, Chief Executive Officer	 	 
	 
	 


	 	 	 	 	 	 	 	 
	Mark R. Kidd, Secretary
	 	 	 	 	 	 	 	 






16









 






EXERCISE OR ASSIGNMENT

(To be signed only upon exercise or assignment of the Warrants)




	 	 	 
	TO:

	 	Graymark Healthcare, Inc.
	 

	 	210 Park Avenue, Suite 1350
	 

	 	Oklahoma City, Oklahoma 73102





PARTIAL OR FULL CASH EXERCISE: The undersigned hereby irrevocably elects to exercise the purchase
right provided by this Warrant Certificate for, and to purchase hereunder,                      shares
of Warrant Shares, and herewith makes payment of $                     therefor, and requests that the
certificates for such securities be issued in the name of, and delivered to,                                         ,
whose address is                                                             , all in accordance with the
Financial Advisor Warrant Agreement and this Warrant Certificate.



PARTIAL OR FLL CASHLESS EXERCISE: The undersigned hereby irrevocably elects the cashless exercise
of the purchase right provided by this Warrant Certificate for, and to purchase hereunder,
                     Warrant Shares in accordance with the formula provided at Section 2(c) of the Warrant
Agreement. The undersigned requests that the certificates for such securities be issued in the
name of, and delivered to,            
                 
                 
                  
        , whose address is,
                   
                  
                 
   , all in accordance with the Warrant Agreement and this Warrant
Certificate.



FORM OF ASSIGNMENT: FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



 




 




(Print name and address of transferee)



this Warrant Certificate, together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint                                         
Attorney, to transfer the within Warrant Certificate on the books of the, with full power of
substitution.



Dated:                     , 20___




	 	 	 
	 

	 	 
	 

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

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	(Address)
	 
	 	 
	 
	 

	 	 
	 

	 	(Social Security Number or Tax Identification Number)







17