Exhibit
10.7 


REGISTRATION
RIGHTS AGREEMENT


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2015, by and among
Guided Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (the
“Purchasers”).


This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company and the Purchasers
(the “Purchase Agreement”).


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers agree as follows:


1.Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given
such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
has the meaning set forth in Section 6(d).


“Agreement”
has the meaning set forth in the Preamble.


“Delayed
Registrable Securities” means Registrable Securities otherwise required to be covered for resale on the Initial Registration
Statement required to be filed after the First Closing, but that have been designated by the Company as unavailable for issuance
for lack of sufficient authorized but unissued and unreserved shares of Common Stock under the Company’s certificate of
incorporation.


“Effective
Date” means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective
by the Commission.


“Effectiveness
Deadline” means, with respect to an Initial Registration Statement or a New Registration Statement, the forty-fifth
(45th) calendar day following the date of the Closing to which such registration relates (or, in the event the Commission
reviews and has written comments to an Initial Registration Statement or a New Registration Statement, the seventieth (70th)
calendar day following the date of such Closing); provided, however, that if the Company is notified by the Commission
that an Initial Registration Statement or a New Registration Statement will not be reviewed or is no longer subject to further
review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth (5th) Trading
Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided,
further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business,
the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business.


“Effectiveness
Period” has the meaning set forth in Section 2(b).


“Event”
has the meaning set forth in Section 2(c).


“Event
Date” has the meaning set forth in Section 2(c).


“Filing
Deadline” means, with respect to each Closing, , the fifteenth (15th) calendar day following the date of
the such Closing, provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission
is closed for business, the Filing Deadline shall be extended to the next Business Day on which the Commission is open for business.


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


“Indemnified
Party” has the meaning set forth in Section 5(c).


“Indemnifying
Party” has the meaning set forth in Section 5(c).


“Initial
Registration Statements” means the initial Registration Statements filed pursuant to Section 2(a) of this Agreement.


“Liquidated
Damages” has the meaning set forth in Section 2(c).


“Losses”
has the meaning set forth in Section 5(a).


“New
Registration Statement” has the meaning set forth in Section 2(a).


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.


“Purchase
Agreement” has the meaning set forth in the Recitals.


“Purchasers”
has the meaning set forth in the Preamble.


“Registrable
Securities” means all of (i) the Conversion Shares, (ii) the Warrant Shares, and (iii) any securities issued or issuable
upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided,
that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further,
that with respect to a particular Holder, such Holder’s Conversion Shares and Warrant Shares shall cease to be Registrable
Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the
Securities Act (in which case, only such security sold by the Holder shall cease to be a Registrable Security); or (B) becoming
eligible for resale by the Holder under Rule 144 without the requirement for the Company to be in compliance with the current
public information required thereunder and without volume or manner-of-sale restrictions.


“Registration
Statements” means any one or more registration statements of the Company filed under the Securities Act that covers
the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation the
Initial Registration Statements, any New Registration Statements and any Remainder Registration Statements), including (in each
case) the amendments and supplements to such Registration Statements, including pre- and post-effective amendments thereto, all
exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.


“Remainder
Registration Statements” has the meaning set forth in Section 2(a).


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


“SEC
Guidance” means (i) any written or oral guidance, comments, requirements or requests of the Commission staff disclosed
to the Holders (or otherwise publicly available), provided that any such oral guidance, comments, requirements, or requests are
reduced to writing by the Commission, and (ii) the Securities Act.


“Selling
Stockholder Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form of
questionnaire as may reasonably be adopted by the Company from time to time.


2.Registration.


(a)               
Following each Closing, on or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration
Statement covering the resale of all of the Registrable Securities issued or issuable in connection with the such Closing or any
prior Closing not already covered by an existing and effective Registration Statement (other than, in the case of a Registration
Statement in connection with the First Closing only, the Delayed Registrable Securities) for an offering to be made on a continuous
basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the such Registrable Securities, by such other
means of distribution of such Registrable Securities as the Holders may reasonably specify (collectively, the “Initial
Registration Statements”). The Initial Registration Statements shall be on such form that is available to register for
resale the Registrable Securities as a secondary offering subject to the provisions of Section 2(e) and shall contain (except
if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement)
a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified
to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section
2, in the event the Commission informs the Company that all of the Registrable Securities to be registered on an Initial Registration
Statement cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to
file amendments to such Initial Registration Statement as required by the Commission and/or (ii) withdraw such Initial Registration
Statement and file a new registration statement (a “New Registration Statement”), in either case covering the
maximum number of the applicable Registrable Securities permitted to be registered by the Commission, on such form available to
register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment
or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the
Commission for the registration of all of the applicable Registrable Securities in accordance with the SEC Guidance, including
without limitation, Interpretive Response 612.09 of the Commission’s Securities Act Rules Compliance and Disclosure Interpretations.
Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c),
if any SEC Guidance sets forth a limitation of the number of shares of Common Stock permitted to be registered on a particular
Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the
Commission for the registration of all or a greater number of shares of Common Stock), unless otherwise directed in writing by
a Holder as to its Registrable Securities, the Company shall first remove all Piggyback Securities from such Registration Statement.
If, after such removal, the Company is still required to reduce the number of shares of Common Stock registered on such Registration
Statement, then the number of applicable Registrable Securities to be registered on such Registration Statement will first be
reduced by applicable Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration
rights or otherwise), second by applicable Registrable Securities represented by Warrant Shares (applied, in the case that some
Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares
held by such Holders), and third by applicable Registrable Securities represented by Conversion Shares (applied, in the case that
some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion
Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on
the number of Conversion Shares held by such Holders). In the event the Company amends an Initial Registration Statement or files
a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable
efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants
of securities in general, one or more registration statements on such form available to register for resale those applicable Registrable
Securities that were not registered for resale on such Initial Registration Statement, as amended, or the New Registration Statement
(the “Remainder Registration Statements”). In addition, in the event that the Commission requires a Holder
seeking to resell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as
an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent
to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total
number of Registrable Securities to be registered on behalf of the Holder on such Registration Statement, until such time as the
Commission does not require such identification or until the Holder accepts such identification and the manner thereof. If, notwithstanding
any such reduction, the Commission still requires that the Holder be specifically identified as an “underwriter” in
order to permit such Registration Statement to be declared effective, the Holder may, at its option, elect to have no Registrable
Securities of the Holder be included in such Registration Statement; provided that, if the Company has resolved all other comments
of the Commission to the Registration Statement on or prior to the Effectiveness Deadline, then as of the date of such election
by the Holder, such Registration Statement shall be deemed to have been declared effective as of the Effectiveness Deadline.


(b)              
The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the
Commission as soon as practicable and, with respect to an Initial Registration Statement or a New Registration Statement, as applicable,
no later than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in
accordance with Rule 461 promulgated under the Securities Act), and shall use its commercially reasonable efforts to keep each
Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable
Securities covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that is one (1) year
following the Effective Date (the “Effectiveness Period”). The Company shall telephonically request effectiveness
of a Registration Statement as of 5:00 P.M. New York City time on a Trading Day. The Company shall promptly notify the Holders
via facsimile or electronic mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically
confirms effectiveness with the Commission, which date of confirmation shall initially be the date requested for effectiveness
of such Registration Statement. The Company shall, by 9:30 A.M. New York City time on the first Trading Day after the Effective
Date, file a final Prospectus with the Commission, as required by Rule 424(b). 


(c)               
If: (i) an Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) an Initial
Registration Statement or a New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise
does not become effective) for any reason on or prior to the Effectiveness Deadline or (iii) after its Effective Date, (A) a Registration
Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update
the Registration Statement) to remain continuously effective as to all applicable Registrable Securities included in such Registration
Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for any
reason (other than due to a change in the “Plan of Distribution” or the inaccuracy of any information regarding the
Holders), in each case, for more than an aggregate of twenty-five (25) calendar days during any one hundred twenty (120) day period
or forty-five (45) calendar days during any twelve (12) month period (other than as a result of a breach of this Agreement by
a Holder or a Holder’s failure to return a Selling Stockholder Questionnaire within the time period provided by Section
2(d) hereof) (any such failure in clauses (i) through (iii) above being referred to as an “Event,” and,
for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes of clause (iii), the date on which such
twenty-five (25) or forty-five (45) calendar day period is exceeded, being referred to as an “Event Date”),
then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each
monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earlier
of (1) the applicable Event is cured or (2) the Registrable Securities required to be included in such Registration Statement
are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay to each
Holder an amount in cash, as partial liquidated damages and not as a penalty (“Liquidated Damages”), equal
to one and a quarter percent (1.25%) of the aggregate purchase price actually paid by such Holder pursuant to the Purchase Agreement
with respect to the Registrable Securities required to be included in such Registration Statement. The parties agree that notwithstanding
anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with respect to any period
after the expiration of the Effectiveness Period (it being understood that this sentence shall not relieve the Company of any
Liquidated Damages accruing prior to the Effectiveness Deadline) and in no event shall the aggregate amount of Liquidated Damages
payable to a Holder exceed, in the aggregate, eleven percent (11.0%) of the aggregate purchase price actually paid by such Holder
pursuant to the Purchase Agreement, and (3) in no event shall the Company be liable in any thirty (30) day period for Liquidated
Damages under this Agreement in excess of one and a quarter percent (1.25%) of the aggregate purchase price actually paid by the
Holders pursuant to the Purchase Agreement. If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c)
in full within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of one and one-half
percent (1.5%) per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing
daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The
Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the
cure of an Event, except in the case of the first Event Date. Notwithstanding the foregoing, nothing shall preclude any Holder
from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this
Section 2(c) in accordance with applicable law. The Company shall not be liable for Liquidated Damages under this Agreement
as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement in accordance
with SEC Guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until
such time as the provisions of this Agreement as to the Remainder Registration Statements required to be filed hereunder are triggered,
in which case the provisions of this Section 2(c) shall once again apply, if applicable. In such case, the Liquidated Damages
shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with SEC Guidance
to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended
without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the
Registration Statement on a timely basis results from the failure of a Holder to timely provide the Company with information
requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities
Act.


(d)              
Each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than five (5) Trading Days
following the date of this Agreement (or, as applicable, the date on which such Holder becomes bound by this Agreement). At least
ten (10) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement,
the Company will notify each Holder of the information the Company requires from that Holder other than the information contained
in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request
and, in any event, within three (3) Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that
it shall not be entitled to be named as a selling securityholder in a Registration Statement or use a Prospectus for offers and
resales of the applicable Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed
Selling Stockholder Questionnaire and responses to any requests for further information as described in the previous sentence.
If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either
case, after its respective deadline, the Company shall use its commercially reasonable efforts to take such actions as are required
to name such Holder as a selling security holder in the applicable Registration Statement or any pre-effective or post-effective
amendment thereto and to include (to the extent not theretofore included) in such Registration Statement the Registrable Securities
identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees
that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section
2(d) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of
such information in the Registration Statement.


(e)               
In the event that Form S-3 is not  available for the registration of the resale of Registrable Securities hereunder, the
Company shall (i) register the resale of such Registrable Securities on Form S-1, or on another appropriate form reasonably acceptable
to the Holders and (ii) undertake to register such Registrable Securities on Form S-3 promptly after such form is available, provided
that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering such Registrable Securities has been declared effective by the Commission.


3.Registration
Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:


(a)               
Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior
to the filing of any related Prospectus or any amendment or supplement thereto (except in connection with Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), (i) furnish to the
Holders copies of the “Selling Stockholders” and “Plan of Distribution” sections of such Registration
Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review
of such Holder (it being acknowledged and agreed that if a Holder does not object to or comment on the aforementioned documents
within such five (5) Trading Day or one (1) Trading Day period, as the case may be, then the Holder shall be deemed to have consented
to and approved the use of such documents) and (ii) if a Holder has consented to be named as an “underwriter” in such
Registration Statement, use commercially reasonable efforts to cause its officers and directors, counsel and independent registered
public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each
Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file any Registration
Statement or Prospectus or any amendment or supplement thereto in which either the “Selling Stockholders” or “Plan
of Distribution” section is in a form to which a Holder reasonably objects in good faith, provided that, the Company
is notified of such objection in writing within the five (5) Trading Day or one (1) Trading Day period described above, as applicable.



(b)              
(i) Prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration
Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended
or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended,
to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably practicable to any comments received from the Commission
with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holders
true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains
to the Holders as “Selling Stockholders” but not any comments that would result in the disclosure to the Holders of
material non-public information concerning the Company; and (iv) comply with the provisions of the Securities Act and the Exchange
Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of
such Registrable Securities cease to be Registrable Securities or shall have been disposed of (subject to the terms of this Agreement)
in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration Statement as so
amended or in such Prospectus as so supplemented; provided, however, that each Holder shall be responsible for the delivery
of the Prospectus to the Persons to whom it sells any of the Conversion Shares or the Warrant Shares (including in accordance
with Rule 172 under the Securities Act), and each Holder agrees to dispose of Registrable Securities in compliance with the “Plan
of Distribution” described in the Registration Statement and otherwise in compliance with applicable federal and state securities
laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K
or any analogous report under the Exchange Act, unless the Company shall have timely delivered a notice of suspension pursuant
to Section 3(c), the Company shall have incorporated such report by reference into such Registration Statement, if applicable,
or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report which created
the requirement for the Company to amend or supplement such Registration Statement was filed.


(c)               
Notify the Holders (which notice shall, if appropriate, be accompanied by an instruction to suspend the use of the Prospectus
until the requisite changes have been made) as promptly as reasonably practicable but, in any event, no later than one (1) Trading
Day following the day: (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration
Statement is filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration
Statement and whenever the Commission comments in writing on any Registration Statement (in which case the Company shall provide
to each of the Holders true and complete copies of all comments that pertain to the Holders as a “Selling Stockholder”
or to the “Plan of Distribution” and all written responses thereto, but not information that the Company believes
would constitute material non-public information); and (C) with respect to each Registration Statement or any post-effective amendment,
when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental authority
for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to the Holders
as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance by the Commission or any
other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering
any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company
of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence
of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion
therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus
or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances
under which they were made), not misleading.


(d)              
Use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of
any of the Registrable Securities for sale in any jurisdiction, as soon as practicable.


(e)               
If requested by a Holder, furnish to such Holder, without charge, at least one conformed copy of each Registration Statement and
each amendment thereto and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission; provided, that the Company shall have no
obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.


(f)               
Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company
to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in
any such jurisdiction.


(g)               
If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement and under law, of all restrictive legends, and to enable such Registrable Securities
to be in such denominations and registered in such names as any such Holder may reasonably request. 


(h)              
Following the occurrence of any event contemplated by Section 3(c), as promptly as reasonably practicable (taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature
disclosure of such event), prepare a supplement or amendment, including a post-effective amendment, to the affected Registration
Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference,
and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under
which they were made), not misleading. If the Company notifies the Holders in accordance with Section 3(c) to suspend the
use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such
Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as
promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(h) to suspend the availability
of a Registration Statement and Prospectus, subject to the payment of partial Liquidated Damages otherwise required pursuant to
Section 2(c), for a period not to exceed forty-five (45) calendar days (which need not be consecutive days) in any twelve
(12) month period. 


(i)                
The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of
Common Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”)
affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information
as may be requested by the Commission, FINRA or any state securities commission. During any periods that the Company is unable
to meet its obligations hereunder with respect to the registration of Registrable Securities because any Holder fails to furnish
such information within three (3) Trading Days of the Company’s request, any Liquidated Damages that are accruing at such
time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended
as to such Holder only, until such information is delivered to the Company.


(j)                
The Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities in
effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by any such Holder, and the Company shall pay the filing
fee required for the first such filing within five (5) Business Days of the request therefor.


4.Registration
Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this
Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any
Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market
on which the Common Stock is then listed for trading, (B) with respect to compliance with applicable state securities or Blue
Sky laws (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications
or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment
under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection
with Section 3(j) hereof, with respect to any filing that may be required to be made by any broker through which a Holder
intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no
more than a customary brokerage commission in connection with such sale), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably
requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance,
if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection
with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all
of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense
of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities
exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions
of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.


5.Indemnification.


(a)               
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend
and hold harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees
of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such
controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees)
and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any
amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or in
any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in connection
with the performance of its obligations under this Agreement, except to the extent that (A) such untrue statements, alleged untrue
statements, omissions or alleged omissions occur in reliance upon and in conformity with information regarding such Holder furnished
in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder
or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such
Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement
thereto (it being understood that each Holder has approved Annex A hereto for this purpose) or (B) such Losses arise out
of or are based upon the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder that
the Prospectus is outdated or defective in accordance with Section 3(c) and prior to the receipt by such Holder of the
Advice contemplated and defined in Section 6(d), if following the receipt of the Advice the misstatement or omission giving
rise to such Loss would have been corrected or (C) any such Losses arise out of such Holder’s (or any other indemnified
Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required,
pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities
to such Person if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify the Holders
promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated
by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable
Securities by the Holders.


(b)              
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its
directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or based upon any untrue
or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus,
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus,
or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i)
to the extent that such untrue statements or omissions occur in reliance upon and in conformity with information regarding such
Holder furnished in writing to the Company by such Holder expressly for use therein or (ii) to the extent that such information
relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved
in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex
A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii)
such Losses arise out of or are based upon the use by such Holder of an outdated or defective Prospectus after the Company has
notified such Holder that the Prospectus is outdated or defective in accordance with Section 3(c) and prior to the receipt
by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder
be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


(c)               
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity
is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume
the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all
reasonable fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination
is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying
Party.


An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or
(3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were
to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided,
that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time
for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without
its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which
any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding and such settlement does not include any non-monetary limitation
on the actions of any Indemnified Party or any of its Affiliates or any admission of fault or liability on behalf of any such
Indemnified Party.


Subject
to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this
Section 5) shall be paid to the Indemnified Party, as incurred, within twenty (20) Trading Days of written notice thereof
to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that
portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally judicially determined
to not be entitled to indemnification hereunder). The failure to deliver written notice to the Indemnifying Party within a reasonable
time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party
under this Section 5, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability
to defend such action.


(d)Contribution.
If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient
to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements
or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or
made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this
Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for
in this Section 5 was available to such party in accordance with its terms.


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined
by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such
Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (B)
no contribution will be made under circumstances where the maker of such contribution would not have been required to indemnify
the Indemnified Party under the fault standards set forth in this Section 5. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation.


The
indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying
Parties may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the
Purchase Agreement.


6.Miscellaneous.


(a)               
Remedies. Subject to the limitations set forth elsewhere in this Agreement, in the event of a breach by the Company or
by a Holder of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being
entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further
agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a
remedy at law would be adequate.


(b)              
No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for shares of Common Stock issuable
upon exercise of warrants issued by the Company in June 2015 in exchange for warrants issued by the Company on December 2, 2014,
and except in connection with registration rights of the Company’s security holders disclosed in the SEC Reports, neither
the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of
the Company in a Registration Statement other than the Registrable Securities and the Company shall not prior to the Effective
Date of an Initial Registration Statement or New Registration Statement, as the case may be, enter into any agreement providing
any such right to any of its security holders. The Company shall not file with the Commission a registration statement relating
to an offering for its own account under the Securities Act of any of its equity securities other than a registration statement
on Form S-8 or, in connection with an acquisition, on Form S-4 until the earlier of (i) the date that is thirty (30) days after
an Initial Registration Statement or New Registration Statement, as the case may be, is declared effective or (ii) the date that
all Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale restrictions under Rule
144 and without the requirement for the Company to be in compliance with the current public information requirements under Rule
144. For the avoidance of doubt, the Company shall not be prohibited from preparing and filing with the Commission a registration
statement relating to an offering of Common Stock by existing stockholders of the Company under the Securities Act pursuant to
the terms of registration rights held by such stockholder or from filing amendments to registration statements filed prior to
the date of this Agreement.


(c)               
Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities
Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant
to the Registration Statement and shall sell the Registrable Securities only in accordance with a method of distribution described
in the Registration Statement.


(d)              
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in Section 3(c)(iii)-(v), such Holder will
forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing
(the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or
amended) may be resumed. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may
be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required
to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(c).


(e)               
No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall
the Company or any of its Subsidiaries, on or after the date hereof, enter into any agreement with respect to its securities that
would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof.


(f)               
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, or waived unless the same shall be in writing and signed by the Company and Holders holding no less
than a majority of the then outstanding Registrable Securities, provided that any party may give a waiver as to itself. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of
the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.



(g)               
Notices. Except as otherwise provided in this Agreement, any notices or other communications or deliveries required or
permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement. 


(h)              
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign
its rights (except by merger or in connection with another entity acquiring all or substantially all of the Company’s assets)
or obligations hereunder without the prior written consent of all the Holders of the then outstanding Registrable Securities.
Each Holder may assign its respective rights with respect to any or all of its Conversion Shares and/or Warrant Shares hereunder
in the manner and to the Persons as permitted under the Purchase Agreement; provided in each case that (i) the Holder agrees
in writing with the transferee or assignee to assign such rights and related obligations under this Agreement, and for the transferee
or assignee to assume such obligations, and a copy of such agreement is furnished to the Company within a reasonable time after
such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written
notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights
are being transferred or assigned, (iii) at or before the time the Company receives the written notice contemplated by clause
(ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions
contained herein and (iv) the transferee is an “accredited investor,” as that term is defined in Rule 501
of Regulation D.


(i)                
Execution and Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed
shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
were the original thereof.


(j)                
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall
be determined in accordance with the provisions of the Purchase Agreement. 


(k)              
Cumulative Remedies. Except as provided herein, the remedies provided herein are cumulative and not exclusive of any other
remedies provided by law.


(l)                
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their good faith reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


(m)            
Headings. The headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.


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


GUIDED
THERAPEUTICS, INC.


By:/s/
Gene S. Cartwright

Name: Gene S. Cartwright

Title: President


 


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








	 	AQUARIUS OPPORTUNITY FUND
	 	 
	 	 
	 	BY: EOS INVESTMENT LTD, ITS INVESTMENT
	 	MANAGER
	 	 
	 	 
	 	By:  /s/ Gregory Pepin
	 	Name: Gregory Pepin
	 	Title: Managing Director
	 	 
	 	ADDRESS FOR NOTICE
	 	 
	 	c/o: ______________________________________
	 	 
	 	Street: ____________________________________
	 	 
	 	City/State/Zip: ______________________________
	 	 
	 	Attention: _________________________________
	 	 
	 	Tel: ______________________________________
	 	 
	 	Fax:  _____________________________________
	 	 
	 	Email: ____________________________________



 


 


 



    	 



    	 



    




 


 


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


 







	 	PROMED PARTNERS, LP
	 	 
	 	 
	 	AUTHORIZED SIGNATORY
	 	 
	 	By:    /s/ David B. Musket
	 	Name: David B. Musket
	 	Title: Managing Member
	 	 
	 	 
	 	ADDRESS FOR NOTICE
	 	 
	 	c/o: ______________________________________
	 	 
	 	Street: ____________________________________
	 	 
	 	City/State/Zip: ______________________________
	 	 
	 	Attention: _________________________________
	 	 
	 	Tel: ______________________________________
	 	 
	 	Fax:  _____________________________________
	 	 
	 	Email: ____________________________________



 


 


 






    	 



    	 



    

 


 


 



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


 







	 	DAVID MUSKET
	 	 
	 	 
	 	AUTHORIZED SIGNATORY
	 	 
	 	By:    /s/ David B. Musket
	 	Name: 
	 	Title:
	 	 
	 	 
	 	ADDRESS FOR NOTICE
	 	 
	 	c/o: ______________________________________
	 	 
	 	Street: ____________________________________
	 	 
	 	City/State/Zip: ______________________________
	 	 
	 	Attention: _________________________________
	 	 
	 	Tel: ______________________________________
	 	 
	 	Fax:  _____________________________________
	 	 
	 	Email: ____________________________________



 


 



    	 



    	 



    







 


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


 







	 	JOHN IMHOFF
	 	 
	 	 
	 	AUTHORIZED SIGNATORY
	 	 
	 	By:    /s/ John Imhoff
	 	Name: 
	 	Title: 
	 	 
	 	 
	 	ADDRESS FOR NOTICE
	 	 
	 	c/o: ______________________________________
	 	 
	 	Street: ____________________________________
	 	 
	 	City/State/Zip: ______________________________
	 	 
	 	Attention: _________________________________
	 	 
	 	Tel: ______________________________________
	 	 
	 	Fax:  _____________________________________
	 	 
	 	Email: ____________________________________



 


 



    	 



    	 



    

 





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


 







	 	DELORES MALOOF
	 	 
	 	 
	 	AUTHORIZED SIGNATORY
	 	 
	 	By:    /s/ Delores Maloff
	 	Name: 
	 	Title: 
	 	 
	 	 
	 	ADDRESS FOR NOTICE
	 	 
	 	c/o: ______________________________________
	 	 
	 	Street: ____________________________________
	 	 
	 	City/State/Zip: ______________________________
	 	 
	 	Attention: _________________________________
	 	 
	 	Tel: ______________________________________
	 	 
	 	Fax:  _____________________________________
	 	 
	 	Email: ____________________________________