4,000,000 Shares GRAYMARK HEALTHCARE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2011 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • New York
Graymark Healthcare, Inc., a Oklahoma corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 4,000,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriter the option to purchase an aggregate of up to 600,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
