exv10w1






EXHIBIT 10.1




STOCK SALE AGREEMENT




     THIS STOCK SALE AGREEMENT (this “Agreement”), dated as of August 19, 2009, is by and
between AVASTRAUSA, INC., a Delaware corporation (“Seller”), AVASTRA SLEEP CENTRES LIMITED
ABN 47 094 446 803 (“Parent”) and SDC HOLDINGS, LLC, an Oklahoma limited liability company
(“Buyer”).



     A. Seller owns all of the issued and outstanding capital stock of somniTech, Inc., a Kansas
corporation, and somniCare, Inc., a Kansas corporation (the “Somni Stock”).



     B. Seller owns all of the issued and outstanding capital stock of Avastra Eastern Sleep
Centers, Inc., a New York corporation (the “Eastern Stock”).



     C. Seller desires to sell, and Buyer desires to purchase, the Somni Stock and the Eastern
Stock on the terms set forth in this Agreement.



     In consideration of the premises, and the mutual representations, warranties, covenants and
agreements hereinafter set forth, the parties agree as follows.



     1.Purchase and Sale



     On the terms and subject to the conditions set forth in this
Agreement, Seller shall sell, assign, transfer, and deliver the Somni Stock and the Eastern Stock
to Buyer free and clear of all liens and encumbrances.



     2. Closing



          (a) The closing of the acquisition of the Somni Stock shall take place at
the offices of McAfee & Taft A Professional Corporation at 211 N. Robinson, 10th Floor,
Two Leadership Square, Oklahoma City, Oklahoma 73102 (the “Closing Location”), at 10:00
a.m. CDT on August 24, 2009 or such other time and place as mutually agreed to by the parties.




          (b) The closing of the sale of the Eastern Interests shall take place at the Closing Location
at 10:00 a.m. CDT on September 30, 2009 or such other time and place as mutually agreed to by the
parties.




     3. Purchase Price



          (a) Somni Stock. The total consideration for the Somni Stock
is US$6,000,000, payable by the Buyer as follows:





     (i) an amount represented by Buyer assuming liability from Parent for the
earnout obligations of Parent under the Merger Agreement, dated May 4, 2007,
pursuant to which Seller acquired the Somni Stock and in respect of which Buyer must
make payment to Pamela R Gillis Revocable Trust before 5:00 p.m. CDT on August 24,
2009;




     (ii) an amount representing the accrued liability of Parent in respect of the
convertible note obligations of Parent paid to an account nominated by Parent to be
held of the benefit of note holders pending redemption of the notes by Parent; and



 









 




     (iii) an amount representing the remaining consideration after deduction the
amounts paid under (i) and (ii) to be paid via electronic funds transfer or
telegraphic transfer to or at the direction of Parent.



     (b) Eastern Stock. The consideration for the Eastern Stock is payable by Buyer
as follows:



     (i) an amount represented by Buyer assuming liability from Parent for the
earnout obligations of Parent under the Asset Purchase Agreement dated October 10,
2007;



     (ii) US$1,000,000 in cash to be paid at the direction of Seller to Parent in
four equal installments of US$250,000 at closing and on January 31, May 31 and
September 30, 2010; and



     (iii) an amount of US$1,500,000 to be paid at the direction of Seller to Parent
in the form of common stock of Graymark Healthcare, Inc. based on the average of the
closing NASDAQ sale price for the common stock for the twenty (20) trading days
prior to the closing on the Eastern Stock.



     The common stock issued as consideration for the Eastern Stock under (iii) above will
be subject to a 12-month lockup agreement that will prohibit the transfer of the shares for
a period of twelve months, and for the next twelve months, Parent may only transfer 25% of
the shares in any three month period. For so long as Parent owns any of the stock issued in
connection with the acquisition of the Eastern Stock, Buyer shall cause Graymark Healthcare,
Inc. to allow a representative of Seller to be an advisory (non-voting) member of Graymark’s
board of directors provided, however, that such representative must be acceptable to the
Chairman of the Board of Directors of Graymark. Such (non-voting) member of Graymark’s
board of directors shall be entitled to all notices of and written consents in lieu of
meetings and may attend all meetings of directors.


     4. Conditions


          (a) Buyer’s acquisition of the Somni Stock is subject to:




     (i) termination by Buyer at any time prior to 5:00 p.m. CDT on August 23, 2009
if Buyer, in its sole discretion, is not satisfied with its due diligence
investigation of somniTech, Inc. and somniCare, Inc.; and



     (ii) termination by Seller and Parent at any time before 10.00 a.m. CDT on
August 24, 2009 if an Australian court makes any order binding on Parent or Seller
to the effect that the sale cannot proceed.


          (b) Buyer’s acquisition of the Eastern Stock is subject to termination by Buyer at any time
prior to 5:00 p.m. CDT on September 15, 2009 if Buyer, in its sole discretion, is not satisfied
with its due diligence investigation of Avastra Eastern Sleep Centers, Inc.


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     5. Cooperation



          (c) Each party will use reasonable efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, all things necessary or desirable under applicable law to consummate the
transactions contemplated by this Agreement. The parties agree to execute and deliver such other
documents, certificates, agreements and other writings and to take such other actions as may be
reasonably necessary or desirable in order expeditiously to consummate the transactions
contemplated by this Agreement.




          (d) For a period of up to six months following the closing of the acquisition of the Somni
Stock, Seller shall provide billing services for somniTech, Inc. and somniCare, Inc. in the same
manner that it is providing such services currently.




     6. Limitation on Liability.



          (e) Neither Parent nor the administrators of Parent shall have any obligations or liabilities
under this Agreement.




          (f) Buyer shall look solely to Seller and/or the common stock of Graymark Healthcare, Inc
delivered as consideration for the Eastern Interest and whilst it is held in lockup under clause 3
above for satisfaction of Seller’s obligations under this Agreement.




     7. Noncompete; Nonsolicitation



          (g) For a period of five (5) years after the closing of the acquisition of the Somni Stock,
Seller shall not, and shall cause its affiliates not to, (i) engage, directly or indirectly, in any
business that competes with Buyer, somniTech, Inc., somniCare, Inc. or their affiliates in the
states in which somniTech, Inc. or somniCare, Inc. currently operates or (ii) solicit employees of
Buyer, somniTech, Inc., somniCare, Inc. or their affiliates.




          (h) For a period of five (5) years after the closing of the acquisition of the Eastern Stock,
Seller shall not, and shall cause its affiliates not to, (i) engage, directly or indirectly, in any
business that competes with Buyer, Avastra Eastern Sleep Centers, Inc. or their affiliates in the
states in which Avastra Eastern Sleep Centers, Inc. currently operates or (ii) solicit employees of
Buyer, Avastra Eastern Sleep Centers, Inc. or their affiliates.




     8. Successors and Assigns



     This Agreement is binding upon and inures to the benefit of
the parties and their respective successors, heirs, and permitted assigns. Buyer may assign any
and all of its rights and delegate its duties under this Agreement to one or more of its affiliates
but in no event shall Buyer be relieved of its obligations under this Agreement by reason of such
assignment.



     9. Governing Law



     The laws of the State of Oklahoma applicable to contracts made and to
be performed entirely within the State of Oklahoma shall govern all matters arising out of or
relating to this Agreement.



     10. Arbitration



     In the event of any dispute or any action or proceeding arising under
or in connection with this Agreement, the parties shall resolve such dispute only by arbitration,



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conducted in Oklahoma City, Oklahoma, by the American Arbitration Association pursuant to its
Commercial Arbitration Rules.



     11. Counterparts



     This Agreement may be signed executed in any number of counterparts. A counterpart may be a
facsimile. Together all counterparts make up one document.



[Signature Pages to Follow]




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     IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first
written above.



	 	 	 
	SELLER:

	 	AVASTRAUSA, INC.
	 

	 	By /S/ MILTON ERMAN
	 

	 	Name: Milton Erman
	 

	 	Title: President
	 
	 	 
	PARENT

	 	AVASTRA SLEEP CENTRES LIMITED
	 

	 	By /S/ JOHN SHEAHAN
	 

	 	Name: John Sheahan
	 

	 	Title: Administrator
	 
	 	 
	BUYER:

	 	SDC HOLDINGS, LLC
	 

	 	By /S/ STANTON NELSON
	 

	 	Name: Stanton Nelson
	 

	 	Title: CEO