gthp_ex10-65





  Exhibit 10.65







 


SERIES
G PREFERRED STOCK PURCHASE AGREEMENT


 


This SERIES G PREFERRED STOCK PURCHASE AGREEMENT
(the "Agreement"), dated as of February 2, 2021, by
and between GUIDED THERAPEUTICS, INC., a Delaware
corporation, with its address at
5835 Peachtree Corners East,
Suite B, Norcross, Georgia 30092 (the
"Company"), and POWER UP LENDING GROUP, LTD., a New York
corporation, with its address at 111 Great Neck Road, Suite 216,
Great Neck, NY 11021 (the "Buyer").


 


WHEREAS:


 


A. The Company and the Buyer are
executing and delivering
this Agreement in reliance upon the exemption from
securities
registration afforded by
the rules and
regulations
as promulgated by the United States Securities and Exchange Commission (the "SEC) under the Securities Act of
1933, as amended (the "1 33 Act");and


 


B. Buyer desires
to purchase and the
Company desires to issue and sell,
upon the terms and conditions set forth in this
Agreement, 62,000 shares of Series
G Preferred Stock of
the Company ("Series G Shares") with the rights and preferences as
set forth on the Certificate
of Designation of the
Series G Preferred Stock attached hereto as
Exhibit A ("Certificate of Designation").


 


NOW THEREFORE, in
consideration of the mutual covenants and agreements
contained herein, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Buyer severally (and
not jointly) hereby agree as follows:


 


1.
Purchase and Sale of Series G Shares.


 


a. Purchase of Series G Shares. On the Closing
Date (as defined below), the Company shall issue
and sell to the
Buyer and
the Buyer agrees to purchase
from the Company 62,000 Series G Shares
with the
rights and preferences as set forth in the Certificate of
Designation.


 


b. Form of Payment. On the Closing Date
(as defined below), (i) the Buyer shall pay $53,50
.00 for
the Series G Shares to be issued
and sold to it at the Closing (as defined below)
(the "Purchase Price")
by wire transfer of immediately
available funds to the Company, in accordance
with the Company's written wiring instructions, against delivery of
the Series G Shares, and (ii) the Company shall
deliver such duly executed and
authorized Series G Shares on behalf of the Company, to the Buyer,
against delivery of
such Purchase
Price.


 


c. Closing Date. Subject to the satisfaction (or
written waiver) of the conditions set forth in
Section 6 and Section 7 below, the date
and time of the issuance and sale of the
Series G Shares pursuant to this Agreement (the "Closing Date")
shall be 12:00 noon, Eastern Standard Time on or about
February 3, 2021,
or such other
mutually agreed upon time. The closing of
the transactions contemplated by this Agreement
(the "Closing") shall
occur on the Closing
Date at such
location
as may be
agreed to by the
parties.

 





2. Buyer's Representations and Warranties. The Buyer represents and warrants to the Company
that:


 


a. The Buyer
has full power and
authority to
enter into this Agreement, the execution and
delivery of which
has been duly authorized and this Agreement constitutes a valid
and legally binding
obligation of the
Buyer, except as may be
limited by bankruptcy, reorganization, insolvency,
moratorium and similar
laws of general application relating
to or affecting
the enforcement of rights of creditors, and
except as enforceability of the
obligations hereunder
are subject to
general principles of equity
(regardless of whether such
enforceability is
considered in a
proceeding in equity or
law).


 




 








 






 


b. The
Buyer acknowledges its understanding that the offering and sale of
the Series G Shares and
the shares
of common stock issuable
upon conversion of the Series G Shares
(such shares
of common stock being
collectively referred to herein as the "Conversion Shares" and, collectively with the
Series G Shares,
the "Securities") is intended to
be exempt from registration under the 1933 Act, by
virtue of Rule 06(b) promulgated under the Securities Act of
1933, as amended, and the
provisions of Regulation D promulgated thereunder. In furtherance
thereof, the Buyer represents and warrants to the Company and its
affiliates as
follows:


 


i. The Buyer realizes that the basis for the
exemption from registration ma ynot be available if,
notwithstanding the Buyer's representations contained herein, the Buyer is merely
requiring the Securities for a fixed or determinable period
in the future, or
for a market rise, or for
sale if the market does not rise. The
Buyer does not have any
such intention.


 


ii. The
Buyer realizes that the basis
for exemption
would not be available if the
offering is part of a plan or scheme to evade registration provisions of the 1933 Act
or any applicable state
or federal securities
laws, except sales
pursuant to a
registration statement or sales that are exempted
under the 1933 Act.


 


iii. The Buyer is acquiring the
Securities solely
for the Buyer's own beneficial account, for investment purposes, and not with a view towards, or
resale in connection with, any distribution of the Securities.


 


iv. The Buyer has the financial
ability to bear the economic risk
of the Buyer's investment, has adequate means
for providing for its current needs and contingencies, and has
no need
for liquidity with
respect to an investment in the Company.


 


v.
The Buyer and the ·Buyer's attorney, accountant, purchaser representative and/or tax advisor, if
any (collectively, the "Advisors") has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks
of a prospective investment
in the Securities. The Buyer also represents it has not been organized
solely for the
purpose of acquiring
the Securities.


 


vii. The Buyer (together with its Advisors,
if any) has received all documents requested by the
Buyer, if any, and has
carefully reviewed them and understands the information
contained therein, prior to
the execution of this Agreement.


 


c. The Buyer is not relying on the Company or
any of its employees, agents, sub-agents or
advisors with respect to the legal, tax,
economic and related considerations involved in this investment. The
Buyer has relied on the advice
of, or has consulted with, only
its Advisors.


 


d. The Buyer has carefully considered the
potential risks relating to the Company and al1purchase of the
Securities, and fully understands that the Securities are a
speculative investment that involves a high
degree of risk of loss of the Buyer's entire investment. Among
other things, the Buyer has carefully
considered each of the risks described under the
heading "Risk Factors" in the Company's SEC
filings.


 


e. The
Buyer will not sell or otherwise
transfer any Securities without registration under the 1933
Act or an exemption therefrom, and fully
understands and
agrees that the Buyer must bear
he economic risk of its purchase because, among other
reasons, the Securities have not been registered
under the 1933 Act or under the securities laws of any state and,
therefore, cannot be resold, pledged, assigned or otherwise
disposed of unless they are subsequently registered under the 1933 Act and
under the applicable securities laws of such states, or an exemption from such
registration is available. In particular, the Buyer is aware that
the Securities are “restricted securities," as such
term is defined in Rule 144,
and they may not be sold pursuant
to Rule 144 unless all of the conditions of Rule 144 are met.
The Buyer also understands that the
Company is under no obligation to register the Securities on behalf
of the Buyer. The Buyer understands that any sales or transfers of
the Securities are further restricted by state securities laws and the provisions of this Agreement.


 




 








 






 


f. The Buyer and its
Advisors, if any, have had a reasonable opportunity to ask
questions of and receive answers from a
person or persons acting on behalf of the Company concerning the
offering and the business, financial condition, results of
operations and prospects of the Company, and all
such questions have been
answered to the full satisfaction of the Buyer and its Advisors, if
any.


 


g. The Buyer represents and warrants that: (i) the
Buyer was contacted regarding the sale of
the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a
prior substantial
pre-existing relationship;and (ii) no Securities were offered or
sold to it by means of any
form of general solicitation
or general advertising, and in connection
therewith, the Buyer did not: (A) receive or review any
advertisement, article, notice or other communication published in a newspaper or magazine
or similar media or broadcast over television or radio,
whether closed circuit, or generally available;or
(B) attend any seminar meeting or industry investor conference whose
attendees were invited by any general solicitation or general advertising; or (C) observe any website or filing of the
Company with the SEC in which any offering
of securities by the Company was described
and as a result learned of any offering of securities by
the Company.


 


h. The Buyer has
taken no action that would give rise to any claim by
any person for brokerage
commissions, finders'
fees or the like relating to
this Agreement or the transactions contemplated hereby.


 


i. The Buyer is an "accredited investor" as that term is defined in Rule 501(a)
of Regulation D.


 


j. Legends. The Buyer
understands that until such time as
the Securities have been
registered under the 1933 Act or may be
sold pursuant to an
applicable exemption from
registration, the Securities shall
bear a
restrictive legend in
substantially the following form:


 


“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT
BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY
STATE SECURITIES LAWS, AND MAY NOT
BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR (2)
THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO
THE ISSUER'S TRANSFER AGENT, THAT SUCH SECURITIES MAY
BE PLEDGED, SOLD,
ASSIGNED, HYPOTHECATED OR
OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT
,UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS."


 


The legend set forth
above shall be removed
and the Company
shall issue a certificate without such legend to
the holder of any
Security upon which it is
stamped, if, unless otherwise required by applicable
state securities laws,
(a) such Security is registered
for sale under an effective registration
statement filed under
the 1933 Act or otherwise may be sold pursuant
to an exemption
from registration without
any restriction as to the number of securities as
of a particular date that can then be immediately
sold, or (b) such
holder provides
the Company with
an opinion of counsel. in
form, substance
and scope customary for
opinions of counsel in comparable transactions, to the effect
that a public sale or
transfer of such Security
may be made without registration under the 1933 Act, which opinion
shall be accepted by the Company so that the
sale or transfer is
affected. The Buyer agrees to
sell all Securities, including those represented by a
certificate(s) from which the legend
has been removed, in
compliance with applicable prospectus delivery requirements, if any. In the event that
the Company does not accept the
opinion of counsel
provided by the Buyer with respect
to the transfer of Securities pursuant to an
exemption from registration,
such as Rule 144, at the Deadline (as defined
in the Certificate of Designation), it
will be considered
an Event of Default (as defined in the Certificate of
Designation).


 




 








 






 


3. Representations and Warranties of the Company. The
Company represents and warrants to the Buyer
that:


 


a.
Organization and Qualification. The
Company and each of its Subsidiaries (as defined below), if
any, is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction in which it is
incorporated, with full power and authority (corporate and other)
to own, lease, use and operate its properties and to carry on its
business as and where now owned, leased, used, operated and
conducted. "Subsidiaries" means any corporation or other
organization,
whether incorporated or
unincorporated, in which the Company owns, directly
or indirectly, any equity or other ownership
interest.


 


b. Authorization; Enforcement. (i) The Company has
all requisite corporate power and auth9rity to
enter into and perform this Agreement and to consummate the
transactions contemplated hereby and thereby and to issue the
Securities, in accordance with the terms hereof and thereof, (ii)
the execution and delivery of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby and
thereby (including without limitation, the
issuance of the Series G Shares and the issuance and reservation
for issuance of the Conversion Shares issuable upon conversion or
exercise thereof) have been duly authorized by the
Company's Board of Directors and no further consent authorization
of the Company, its Board of Directors, or its shareholders is
required, (iii) this Agreement has been
duly executed and delivered by the Company by its authorized
representative, a such authorized
representative is the true and official representative with
authority to sign this Agreement and the other documents executed
in connection herewith and bind the Company accordingly, and
·iv) this Agreement
constitutes, and upon execution and delivery by the Company of the
Series G shares, each of such instruments
will constitute, a legal, valid and binding obligation of the
Company enforceable against
the Company in accordance with its terms except as may be limited
by bankruptcy, reorganization, insolvency,
moratorium and similar laws of general application relating to or
affecting the enforcement of
rights of creditors, and except as enforceability of the
obligations hereunder are subject to general
principles of equity (regardless of whether such
enforceability is considered in a proceeding in
equity or law).


 


c. Capitalization. As of the date hereof, the
authorized common stock of the Company consists of 3,000,000,000
authorized shares of common stock, $0.001 par value
per share, of which 13,180, 417 shares are issued and
outstanding and 5,000,000 shares of preferred
stock, par value $0.001 per share of which the Company
designated 525,000 shares of preferred stock redeemable convertible
preferred stock, none of which remain outstanding, 33,000 shares of
preferred stock as Series B Preferred Stock, none of
which remain outstanding, 9,000 shares of preferred stock as Series
C Convertible preferred Stock,
of which 286 are issued and outstanding; 20,250 shares of preferred
stock as Series Cl Preferred Stock, of which 1,050 shares are
issued and outstanding; 5,000 shares of preferred stock as Series
C2 Preferred Stock, of which 3,62.25 shares are issued and
outstanding; 6,000 shares of preferred stocks Series D
Preferred Stock, of which 763 shares are issued and
outstanding; and 5,000 shares of preferred stock as
Series E Preferred Stock, of which 1,636.50 shares are
issued and outstanding ; . On or prior to the
Closing Date, the Certificate of
Designation shall be filed with the Delaware Secretary of State
authorizing 1,500,000
Series G Shares. All of such outstanding shares of capital stock
are duly authorized, validly issued, fully
paid and non-assessable.


 


d. Issuance of Securities. The Securities upon issuance will be
validly issued,
fully paid and non-assessable, and free from
all taxes, liens, claims and
encumbrances with
respect to the issue thereof and
shall not be subject to
preemptive rights or other
similar rights
of shareholders of the Company and
will not impose personal liability upon the holder thereof.


 




 








 






 


e. No
Conflicts. The execution, delivery and performance of this Agreement
by the Company and the
consummation by
the Company of the transactions contemplated hereby and
thereby (including, without limitation, the issuance of the
Securities and
reservation for issuance
of the Conversion
Shares) will not (i)
conflict with
or result in a violation of any
provision of the Articles of Incorporation, as amended
or By-laws, or (ii)
violate or conflict with, or
result in a breach of
any provision of, or constitute
default (or an event which
with notice or
lapse of time or
both could become a default)
under, or give
t6 others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture, patent, patent license or instrument
to which the Company or any of its Subsidiaries is a party, or (iii)
result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities
laws and regulations
and regulations of any self-regulatory organizations to which the
Company or its
securities are subject) applicable to the Company or
any of its Subsidiaries or by
which any property or asset of the
Company or any of its
Subsidiaries is bound or affected
(except for such
conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not,
individually or in the aggregate, have a Material Adverse Effect (as
defined herein)). The businesses of the Company and its Subsidiaries, if any, are
not being conducted,
and shall not be
conducted so long
as the Buyer owns
any of the Securities, in
violation of any law, ordinance or
regulation of any
governmental
entity. "Material Adverse Effect" means any
material adverse effect
on the business, operations, assets or
financial condition
of the Company or its Subsidiaries, if any,
taken as a whole, or
on the transactions contemplated hereby or by the agreements or instruments to
be entered into in
connection herewith.


 


f. SEC Documents;Financial Statements. The
Company has filed all reports, schedules,
form, statements and
other documents required to be
filed by it with the SEC
pursuant to the reporting
requirements of
the Securities Exchange Act of 1934, as
amended (the
"1934 Act") (all of the
foregoing filed prior
to the date hereof and all
exhibits included therein and
financial statements and
schedules thereto and
documents (other than
exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the
"SEC Documents"). Upon written request the Company will deliver to the
Buyer true and complete copies
of the SEC Documents,
except for such
exhibits and
incorporated documents.
As of their respective dates or if amended, as of the dates of the amendments, the SEC
Documents complied
in all material
respects with the requirements of the 1934 Act and the
rules and regulations
of the SEC promulgated thereunder applicable
to the SEC Documents, and none of
the SEC Documents,
at the time they were
filed with the SEC, contained
any untrue statement of a
material fact or omitted to
state a material fact required
to be stated
therein or
necessary in order
to make the statements therein,
in light of the circumstances under which they were made, not misleading.
None of the statements made in any such
SEC Documents
is, or has been, required to
be amended or
updated under applicable law
(except for such statements
as have been
amended or updated in subsequent filings prior the date
hereof). As of their respective dates or if
amended, as of the dates of the amendments,
the financial statements of
the Company included in the SEC Documents complied as
to form in all material respects with
applicable accounting requirements and the published rules
and regulations
of the SEC with respect thereto. Such
financial statements have been
prepared in accordance with United States
generally accepted accounting principles,
consistently applied,
during the periods involved and
fairly present in all material respects the consolidated
financial position of the Company and its consolidated
Subsidiaries as of the dates thereof and
the consolidated results of their operations and cash flows
for the periods then ended
(subject, in
the case of unaudited
statements, to normal
year-end audit adjustments). The
Company is subject to the reporting requirements of the 1934
Act.


 


g. Absence of Certain Changes. Since
September 30,
2020, except as set
forth in the SEC Documents, there has been no material
adverse change and no material adverse development in the
assets, liabilities, business,
properties, operations, financial condition, results of operations,
prospects or 1934 Act reporting status of the Company
or any of its Subsidiaries.


 


h. Absence of Litigation. Except as set forth in the SEC Documents, there is
no action, suit, claim,
proceeding, inquiry or
investigation before or by any court,
public board, government agency, self-regulatory organization or
body pending or, to the knowledge of the Company or any of
its subsidiaries,
threatened against or affecting the Company or any of its
Subsidiaries, or their officers or
directors in their capacity as such, that could have a Material
Adverse Effect. The Company and its Subsidiaries are unaware of any
facts or circumstances which might give
rise to any of the foregoing.


 




 








 






 


i. No Integrated Offering. Neither the Company, nor any of its
affiliates, nor any person acting on its or their
behalf, has directly or indirectly made any offers or sales in any
security or solicited any offers to buy any
security under circumstances that would require registration
under the 1933 act of the issuance
of the Securities to
the Buyer. The issuance of the Securities to
the Buyer will not be integrated with any other
issuance of the Company's securities (past, current or future) for
purposes of any shareholder
approval provisions
applicable to the Company or its
securities.


 


j. No Investment Company. The Company is
not, and upon the issuance and sale of the Securities
as
contemplated by this Agreement will not be an
"investment company" required to be registered under
the Investment
Company, except
with the
prior
written consent of the
Buyer.


 


f. Breach of
Covenants. If the Company breaches any of the covenants set
forth in this
Section 4, and in
addition to any other remedies available to the Buyer pursuant to this Agreement,
it will be considered an event of default under the Certificate of Designation.


 


g. Failure to Comply with
the 1934 Act. So long as the Buyer beneficially owns any Series G
Shares, the Company shall comply with the reporting
requirements of the
1934 Act and the
Company shall continue to
be subject to the
reporting requirements
of the 1934 Act; any breach of
the foregoing shall be
considered an event of default under the Certificate of Designation.


 


h. Trading Activities. Neither the Buyer nor its
affiliates has
an open short position
in the common stock of the Company
and the Buyer agrees that it shall
not, and that it will
cause its affiliates not to, engage in
any short sales of
or hedging transactions
with respect to the common
stock of the company.


 


i. The
Buyer is Not a
"Dealer". The Buyer and the
Company hereby acknowledge and agree that the Buyer has
not: (i) acted as an underwriter; (ii)
acted as a
market maker
or specialist;(iii)
acted as "de facto"
market maker; or (iv)
conducted any other
professional market
activities such as providing investment
advice, extending credit and lending
securities in connection;and
thus that the Buyer is not
a "Dealer" as such
term is defined in the 1934
Act.


 


5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer
age t to issue
certificates,
registered
in the name of the Buyer or
its nominee, for the Conversion
Shares in such amounts as specified
from time to time by the
Buyer to the Company upon conversion
of the Series G
Shares in accordance with the terms of
the Certificate of Designation (the "Irrevocable Transfer
Agent Instructions").
In the event that the Company proposes
to replace its transfer agent, the company shall
provide, prior to the effective date of such replacement, a
fully executed Irrevocable Transfer Agent Instructions in
a form as
initially delivered pursuant to this Agreement (including
but not
limited to the provision to
irrevocably reserve
shares of common stock in the Reserved
Amount (as defined in the Certificate of Designation) signed
by the successor transfer agent to Company and the
Company. Prior to registration of the
Conversion Shares under the 1933 Act or the date on
which the Conversion Shares may be sold
pursuant to an exemption from
registration, all
such certificates shall
bear the restrictive
legend specified in Section 2(j} of this
Agreement. The
Company warrants that: (i) no instruction
other than the Irrevocable Transfer Agent Instructions
referred to in
this Section 5,
will be given
by the Company to its
transfer agent and
that the Securities shall
otherwise be freely
transferable on the books any records of the
Company as and to the
extent provided in
this Agreement and the Certificate
of Designation;(ii)
it will not direct its transfer
agent not to transfer
or delay, impair, and/or hinder its
transfer agent in
transferring (or issuing)(electronically or in certificated form) any certificate for Conversion shares to be
issued to the Buyer upon conversion of or otherwise pursuant to the
Certificate of Designation or
this Agreement as and
when required by
thereby;and (iii) it will
not fail to remove (or
direct its transfer
agent not to
remove or impair, delay, and/or hinder
its transfer
agent from removing) any
restrictive legend (or to withdraw
any stop transfer instructions in respect
thereof) on any certificate for any Conversion Shares issued
to the Buyer upon
conversion of the Series G Shares of
or otherwise
pursuant
to the Certificate of Designation
or this Agreement as and when
required thereby. If the Buyer provides the
Company and the Company's transfer, at
the cost of the
Buyer, with an opinion of counsel in form,
substance and
scope customary for opinions in comparable
transactions, to the
effect that a
public sale or
transfer of such
Securities may be made
without registration under the 1933 Act, the Company
shall permit the transfer,
and, in the case of the
Conversion Shares, promptly instruct
its transfer agent to
issue one or more
certificates,
free from restrictive legend,
in such name and
in such denominations as specified by
the Buyer. The Company
acknowledges that a breach by
it of its obligations hereunder will cause
irreparable harm to the Buyer, by
vitiating the intent and purpose of the transactions contemplated hereby.
Accordingly, the Company
acknowledges that the remedy at law
for a breach of its
obligations under
this Section
5 may be inadequate
and agrees,
in the event of a breach or threatened breach by
the company of the provisions of
this Section
5, that the Buyer shall be entitled, in addition to all other
available remedies,
to an injunction restraining any breach and requiring
immediate transfer,
without the necessity of
showing economic loss
and without any bond or
other security being required.


 




 








 






 


6. Conditions to
the Company's
Obligation to Sell. The
obligation of the
Company hereunder to issue and
sell the
Series G Shares to the Buyer at the Closing is
subject to the
satisfaction, at m before the
Closing Date of each
of the following
conditions thereto, provided that
these conditions
are for
the Company's sole
benefit
and may be
waived by the Company
at any time in its sole discretion:


 


a. The Buyer shall have executed this Agreement and delivered the
same to the Company.


 


b. The
Buyer shall have delivered
the Purchase Price in accordance with Section l (b)
above.


 


c. The
representations and
warranties
of the Buyer
shall be
true and correct in all
material respects
as of the
date when made and as of the Closing
Date as though
made at that time
(except for
representations
and warranties that speak
as of a specific date), and the
Buyer shall have
performed, satisfied and
complied in
all material respects with
the covenants,
agreements and
conditions required by this Agreement to be
performed, satisfied
or complied with by the Buyer at or prior
to the Closing
Date.


 


d. No litigation, statute, rule, regulation, executive order, decree, ruling or
injunction shall
have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of
competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby
which prohibits the consummation of
any of the transactions contemplated by this
Agreement.


 


7. Conditions to
The Buyer's Obligation to Purchase.
The obligation of the Buyer hereunder to purchase the
Series G Shares at the
Closing is subject to the satisfaction, at or before the Closing Date of
~ach of the following conditions, provided that these
conditions are for the Buyer's sole benefit and may
e waived by the Buyer
at any time in its sole discretion:


 




a.

The Company shall have executed this
Agreement and
delivered the same to the
Buyer.






 




b.

The Company shall have
delivered to the Buyer the Series G
Shares by way as confirmed by the Company's transfer agent in
accordance with Section l(b) above.






 




c.


The Irrevocable Transfer Agent
Instructions, in form and substance satisfactory to the Buyer,
shall have been
delivered to
and acknowledged in
writing by the Company's Transfer Agent.






 




d.

The representations and warranties
of the Company shall be
true and correct in
all material respects as of the
date when made and as
of the Closing Date as though made
at such time
(except for representations and
warranties that speak
as of a specific date) and the Company shall have
performed, satisfied and
complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be
performed, satisfied
or complied with by the Company at or
prior to the Closing
Date. The Buyer
shall have received a certificate or certificates, executed by
the chief executive officer of the Company, dated
as of the Closing Date, to the foregoing effect and as
to such other
matters a may be reasonably
requested by the Buyer including, but
not limited to certificates with respect to the Board of Directors'
resolutions relating to the transactions contemplated hereby.






 




e.


No litigation, statute, rule, regulation,
executive order, decree, ruling
or injunction shall have been
enacted, entered, promulgated or endorsed by
or in any court or governmental authority of competent jurisdiction
or any self-regulatory
organization having authority over the
matters contemplated hereby which
prohibits the
consummation of
any of the transactions contemplated by
this Agreement.






 




 








 






 




f.

No
event shall have
occurred which
could reasonably be expected to
have a Material Adverse Effect on the
Company including,
but not limited,
to a change in
the 1934 Act
reporting status
of the Company or the failure of
the Company to be timely in its 1934 Act
reporting obligations.






 




g.

The
Company's transfer agent shall be
engaged to act as
the transfer agent for the Series G Preferred Shares.






 




h

.The
Certificate of Designation
shall be properly
authorized and filed with
the Secretary of
·State of
the State of
Delaware and declared
effective.






 


8. Governing Law; Miscellaneous.


 




a.

Governing Law. This
Agreement shall be governed by and construed in
accordance with the
laws of the
State of New York without regard to principles of
conflicts of
laws. Any
action brought by
either party against the other concerning the transactions contemplated by this Agreement shall be brought
only in the state courts of New York or in the federal
courts located in the Eastern District of New York. The
parties to this
Agreement hereby irrevocably waive any objection to jurisdiction
and venue of any
action instituted
hereunder and
shall not
assert any defense based on
lack of jurisdiction or venue
or based upon forum non
conveniens.
The Company and
Buyer waive trial by jury.
The prevailing Party
shall be entitled to recover from the
other party its reasonable attorney's fees and
costs. In the event that
any provision of this
Agreement or any other agreement delivered in connection herewith is invalid
or unenforceable under any applicable statute or rule
of law, then
such provision shall be
deemed in0gerative to the
extent that it may conflict therewith
and shall be deemed modified to conform with such statute
or rule of
law. Any such provision
which may prove invalid
or unenforceable under
any law shall not affect the
validity or enforceability of any
other provision of any
agreement. Each party hereby
irrevocably waives personal service
of process and
consents to process being
served in any suit,
action or proceeding in
connection with
this Agreement, the Series
G Shares, the Certificate of Designation or any related
document or agreement by
mailing a copy thereof
via registered or certified
mail or
overnight delivery (with evidence of delivery)
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
contained herein shall be deemed
to limit in any
way any right to serve
process in any other
manner permitted by law.






 




b.

Counterparts. This Agreement may be
executed in one
or more counterparts, each of which shall be deemed an original but all
of which
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,






 




c.

Headings. The
headings of this
Agreement are for convenience of reference
only and shall not form
part of, or affect
the interpretation of, this Agreement.






 




d.

Severability. In the event that any provision
of this Agreement is invalid or unenforceable
under any applicable statute or rule of law, then such
provision shall be
deemed inoperative to
the extent that it may
conflict therewith and shall be
deemed modified to conform with
such statute or rule of law.
Any provision hereof which may prove
invalid or unenforceable under any law
shall not
affect the validity or
enforceability of any other
provision hereof.






 




e.

Entire
Agreement;Amendments.
This Agreement and the
instruments referenced
herein contain the entire
understanding of
the parties with respect to
the matters
covered herein and therein and,
except as specifically set forth herein or therein, neither the
Company nor the Byer makes
any representation, warranty,
covenant or
undertaking with respect to such matters. No provision
of this Agreement may
be waived or amended other than by an
instrument in writing signed
by the parties hereto.






 




 








 






 




f.


Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted
hereunder shall
be in writing
and, unless otherwise specified herein, shall be (i)
personally served, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air
courier service with charges prepaid, or (iv) transmitted by
hand delivery,
telegram, email, or facsimile,
addressed as set forth below or
to such other address as such
party shall have specified most
recently by written notice. Any notice
or other communication required or permitted to be given
hereunder shall
be deemed effective (a)
upon hand delivery or delivery by
facsimile, with accurate
confirmation generated by the
transmitting facsimile machine, 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 (1st) 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 (2nd)
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 as set
forth in the heading of this Agreement
with a copy by fax only to (which copy
shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck
Road, Suite 214, Great Neck,1
NY 11021, Attn: Allison
Naidich, facsimile: 516-466-3555, e-mail:
allison@nwlaw.com. Each party
shall provide notice to
the other party of any change in
address.






 




g.


Successors and Assigns. This
Agreement shall be
binding upon and inure
the parties and their
successors and assigns. Neither the Company nor the
Buyer shall meant
or any rights or obligations hereunder without the prior
written consent
of the other.






 




h.


Survival and Indemnification. The representations
and warranties and the agreements and covenants set forth in
this Agreement shall survive the
closing hereunder notwithstanding any due diligence investigation
conducted by or on behalf of the either
party. The Company agrees 0
indemnify and hold harmless the Buyer and all their
officers, directors, employees
and agents for
loss o~
damage arising
as a result of or related to
any breach or alleged breach by the Company of any of
its representations, warranties and covenants set forth in
this Agreement or
any of its covenants and
obligations under
this Agreement,
including advancement of
expenses as they are incurred. The
Buyer agrees to indemnify and hold harmless the Company and all
their officers, directors, employees and agents for loss of damage
arising as a
result of or related
to any breach or
alleged breach by the Buyer of any of its
representations, warranties and covenants set forth in
this Agreement or any of its covenants and obligations under
this Agreement,
including advancement of expenses as
they are incurred.






 




i.


Further
Assurances. Each party shall do and
perform, or cause to be done and performed, all such further acts and
things, and shall
execute and deliver all
such other agreements, certificates, instruments and
documents, as
the other party may reasonably request
in order to carry out the intent and
accomplish the purposes of
this Agreement and the
consummation of the transactions contemplated
hereby.






 




j.


No Strict Construction. The language
used in this
Agreement
will be deemed to be the language
chosen by the parties to
express their mutual intent,
and no rules of
strict construction
will be applied
against any
party.






 




k.


Remedies.
Each party acknowledges
that a breach by it
of its obligations hereunder
will cause irreparable harm
to the other party by vitiating the intent
and purpose of the
transaction contemplated hereby. Accordingly,
each party acknowledges
that the remedy at
law for a breach of its obligations under
this Agreement will be
inadequate and agrees, in
the event of a breach or
threatened breach by the
other party of the provisions of this Agreement, that
the non-breaching party shall be
entitled in
addition to all other available remedies at law
or in equity, and in
addition to the
penalties assessable
herein, to an
injunction or injunctions
restraining,
preventing or curing
any breach of this Agreement and
to enforce specifically
the terms and provisions hereof, without the necessity of
showing economic
loss and without
any bond or other
security being required.






 




 








 






 


IN WITNESS WHEREOF, the undersigned
Buyer and the Company have caused
this Agreement to be duly executed as of
the date
first above
written.






 



GUIDED THERAPEUTICS INC.


By:
/s/ Gene S.
Cartwright


Title:
CEO & President


 


 



POWER UP LENDING GROUP LTD.


By: /s/
Curt Kramer




Title: Chief Executive Officer


 


 


 


 


AGGREGATE SUBSCRIPTION AMOUNT:


 


Number of series G
Preferred Shares purchased 62,000


 


Aggregate purchase Price:
$53,500.00


 


 


 




 








 






 


EXHIBIT
A


Certificate
of Designation


 


 


 


 See
attached.