gthp_ex439





 






 Exhibit 4.39



 


NEITHER THIS SECURITY NOR THE
SECURITIES AS TO WHICH THIS SECURITY MAYBE EXERCISED HA VE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN A V AILABLE EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LA WS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS SECURITY MAYBE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITlES.


 


COMMON
STOCK PURCHASE WARRANT


GUIDED
THERAPEUTICS, INC.


 


Warrant
Shares: 700,000


 


Date
of Issuance: May 22, 2020 ("Issuance Date")


 


This
COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for
value received (in connection with the execution of that certain
exchange agreement by and between the Company (as defined below)
and Holder (as defined below) dated May 22, 2020 (the "Exchange
Agreement")), Auctus Fund, LLC, a Delaware limited liability
company (including any permitted and registered assigns, the
"Holder"), is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth,
at any time on or after the date of issuance hereof, 10 purchase
from Guided Therapeutics, Inc., a Delaware corporation (the
"Company"), up to 700,000 shares of Common Stock (as defined below)
(the "Warrant Shares") (whereby such number may be adjusted from
time to time pursuant to the terms and conditions of this Warrant)
at the Exercise Price per share then in effect. This Warrant is
issued by the Company as of the date hereof in connection with that
certain Exchange Agreement.


 


For
purposes of this Warrant, the term "Exercise Price" shall mean
$0.15, subject to adjustment as provided herein (including but not
limited to cashless exercise), and the term " Exercise Period"
shall mean the period commencing on the Issuance Date and ending on
5:00 p.m. eastern standard time on the three-year anniversary
thereof.



 







 






 


I.
EXERCISE OF WARRANT.


 


(a) Mechanics of Exercise.
Subject to the terms and conditions
hereof, the rights represented by this Warrant may be exercised in
whole or in part at any time or times during the Exercise Period by
delivery of a written notice, in the form attached hereto as
Exhibit A (the "Exercise Notice"), of the Holder's election to
exercise this Warrant. The Holder shall not be required to deliver
the original Warrant in order to affect an exercise hereunder.
Partial exercises of this Warrant resulting in purchases of a
portion of the total number of Warrant Shares available hereunder
shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. On or before the second Trading
Day (the "Warrant Share Delivery Date") following the date on which
the Holder sent the Exercise Notice to the Company or the Company's
transfer agent, and upon receipt by the Company of payment to the
Company of an amount equal to the applicable Exercise Price
multiplied by the Dumber of Warrant Shares as to which all or a
portion of this Warrant is being exercised (the "Aggregate Exercise
Price" and together with the Exercise Notice, the "Exercise
Delivery Documents") in cash or by wire transfer of immediately
available funds (or by cashless exercise, in which case there shall
be no Aggregate Exercise Price provided), the Company shall (or
direct its transfer agent to) issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a
certificate, registered in the Company's share register in the name
of the Holder or its designee, for the number of shares of Common
Stock to which the Holder is entitled pursuant (0 such exercise (or
deliver such shares of Common Stock in electronic format if
requested by the Holder). Upon delivery of the Exercise Delivery
Documents, the Holder shall be deemed for all corporate purposes to
have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date
of delivery of the certificates evidencing such Warrant Shares. If
this Warrant is submitted in connection with any exercise and the
number of Warrant Shares represented by this Warrant submitted for
exercise is greater than the number of Warrant Shares being
acquired upon an exercise, then the Company shall as soon as
practicable and in no event later than three Business Days after
any exercise and at its own expense, issue a new Warrant (in
accordance with Section 6) representing the right to purchase the
number of Warrant Shares purchasable immediately prior to such
exercise under this Warrant, less the number of Warrant Shares with
respect to which this Warrant is exercised.


 


If
the Company fails to cause its transfer agent to transmit to the
Holder the respective shares of Common Stock by the respective
Warrant Share Delivery Date, then the Holder will have the right to
rescind such exercise in Holder's sale discretion, in addition to
all other rights and remedies.


 


If
the Market Price of one share of Common Stock is greater than the
Exercise Price, then, unless there is an effective non-stale
registration statement of the Company covering the Holder's
immediate resale of the Warrant Shares at prevailing market prices
(and not fixed prices) without any limitation, the Holder may elect
to receive Warrant
Shares pursuant to a cashless exercise, in lieu of a cash exercise,
equal to the value of this Warrant determined
in the manner described below (or of any portion thereof remaining
unexercised) by surrender of this Warrant and a Notice of Exercise,
in which event the Company shall issue to Holder a number of Common
Stock computed using the following formula:


 


X=Y(A-B)
/A


 



Where 

X
=      the number of Shares to be issued
to Holder.







Y = 

the
number of Warrant Shares that the Holder elects to purchase under
this Warrant (at the date of such calculation).







A= 

the
Market Price (at the date of such calculation).







B= 

Exercise
Price (as adjusted to the date of such calculation).






 


(b) No Fractional Shares.
No fractional shares shall be issued
upon the exercise of this Warrant as a consequence of any
adjustment pursuant hereto. All Warrant Shares (including
fractions) issuable upon exercise of this Warrant may be aggregated
for purposes of determining whether the exercise would result in
the issuance of any fractional share. If, after aggregation, the
exercise would result in the issuance of a fractional share, the
Company shall, in lieu of issuance of any fractional share, pay the
Holder otherwise entitled to such fraction a sum in cash equal to
the product resulting from multiplying the then-current fair market
value of a Warrant Share by such fraction.



 

2







 






 


(c) Holder 's Exercise
Limitations. The Company shall
not affect any exercise of this Warrant, and a Holder shall not
have the right to exercise any portion of this Warrant, to the
extent that after giving effect to issuance of Warrant Shares upon
exercise as set forth on the applicable Notice of Exercise, the
Holder (together with the Holder's Affiliates, and any other
persons acting as a group together with the Holder or any of the
Holder's Affiliates), would beneficially own in excess of the
Beneficial Ownership Limitation, as defined below. For purposes of
the foregoing sentence, the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates shall include
the number of shares of Common Stock issuable upon exercise of this
Warrant with respect to which such determination is being made, but
shall exclude the number of shares of Common Stock which would be
issuable upon (i) exercise of the remaining, non-exercised portion
of this Warrant beneficially owned by the Holder or any of its
Affiliates and (ii) exercise or conversion of the unexercised or
non-converted portion of any other securities of the Company
(including without limitation any other Common Stock Equivalents)
subject to a limitation on conversion or exercise analogous to the
limitation contained herein beneficially owned by the Holder or any
of its Affiliates. Except as set forth in the preceding sentence,
for purposes of this paragraph (d), beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act, it
being acknowledged by the Holder that the Company is not
representing to the Holder that such calculation is in compliance
with Section l3(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance
therewith. To the extent that the limitation contained in this
paragraph applies, the determination of whether this Warrant is
exercisable (in relation to other securities owned by the Holder
together with any affiliates) and of which portion of this Warrant
is exercisable shall be in the sole discretion of the Holder, and
the submission of a Notice of Exercise shall be deemed to be the
Holder's determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any
Affiliates) and of which portion of this Warrant is exercisable, in
each case subject to the Beneficial Ownership Limitation, and the
Company shall have no obligation to verity or confirm the accuracy
of such determination.


 


For
purposes of this paragraph, in determining the number of
outstanding shares of Common Stock, a Holder may rely on the number
of outstanding shares of Common Stock as reflected in (A) the
Company's most recent periodic or annual report filed with the
Commission, as the case may be, (B) a more recent public
announcement by the Company or (C) a more recent written notice by
the Company or its transfer agent setting forth the number of
shares of Common Stock outstanding. Upon the request of a Holder,
the Company shall within two Trading Days confirm to the Holder the
number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of
the Company, including this Warrant, by the Holder or its
affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. The "Beneficial Ownership
Limitation" shall be 4.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock issuable upon exercise of this Warrant.
The limitations contained in this paragraph shall apply to a
successor Holder of this Warrant.


 


2.
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares
shall be adjusted from time to time as follows:


 


(a) Distribution 0/ Assets.
If the Company shall declare or make
any dividend or other distribution of its assets (or rights to
acquire its assets) to holders of shares of Common Stock, by way of
return of capital or otherwise (including without limitation any
distribution of cash, stock or other securities, property or
options by way of a dividend, spin off, reclassification, corporate
rearrangement or other similar transaction) (a "Distribution"), at
any time after the issuance of this Warrant, then, in each such
case: (i) any Exercise Price in effect immediately prior to the
close of business on the record date fixed for the determination of
holders of shares of Common Stock entitled to receive the
distribution shall be reduced, effective as of the close of
business on such record date, to a price determined by multiplying
such Exercise Price by a fraction (i) the numerator of which shall
be the Closing Sale Price of the shares of Common Stock on the
Trading Day immediately preceding such record date minus the value
of the Distribution (as determined in good faith by the Company's
Board of Directors) applicable to one share of Common Stock, and
(ii) the denominator of which shall be the Closing Sale Price of
the shares of Common Stock on the Trading Day immediately preceding
such record date; and (ii) the number of Warrant Shares shall be
increased to a number of shares equal to the number of shares of
Common Stock obtainable immediately prior to the close of business
on the record date fixed for the determination of holders of shares
of Common Stock entitled to receive the Distribution multiplied by
the reciprocal of the fraction set forth in the immediately
preceding clause (i); provided, however, that in the event that the
Distribution is of shares of common stock of a company (other than
the Company) whose common stock is traded on a national securities
exchange or a national automated quotation system ("Other Shares of
Common Stock"), then the Holder may elect to receive a warrant to
purchase Other Shares of Common Stock in lieu of an increase in the
number of Warrant Shares, the terms of which shall be identical to
those of this Warrant, except that such warrant shall be
exercisable into the number of shares of Other Shares of Common
Stock that would have been payable to the Holder pursuant to the
Distribution had the Holder exercised this Warrant immediately
prior to such record date and with an aggregate exercise price
equal to the product of the amount by which the exercise price of
this Warrant was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding clause (i) and
the number of Warrant Shares calculated in accordance with the
first part of this clause (ii).



 

3







 






 


(b) [Intentionally
Omitted].


 


(c) Subdivision or Combination of
Common Stock. If the Company at
any time on or after the Issuance Date subdivides (by any stock
split, stock dividend, recapitalization or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to
such subdivision will be proportionately reduced and the number of
Warrant Shares will be proportionately increased. If the Company at
any time on or after the Issuance Date combines (by combination,
reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination
will be proportionately increased and the number of Warrant Shares
will be proportionately decreased. Any adjustment under this
Section 2(c) shall become effective at the close of business on the
date the subdivision or combination becomes effective. Each such
adjustment of the Exercise Price shall be calculated to the nearest
one-hundredth of a cent. Such adjustment shall be made successively
whenever any event covered by this Section 2(c) shall
occur.


 


3.
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is
outstanding, (i) the Company effects any merger of the Company with
or into another entity and the Company is not the surviving entity
(such surviving entity, the "Successor Entity"), (ii) the Company
effects any sale of all or substantially all of its assets in one
or a series of related transactions, (iii) any tender offer or
exchange offer (whether by the Company or by another individual or
entity, and approved by the Company) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their
shares of Common Stock for other securities, cash or property and
the holders of at least 50% of the Common Stock accept such offer,
or (iv) the Company effects any reclassification of the Common
Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other
securities, cash or property (other than as a result of a
subdivision or combination of shares of Common Stock) (in any such
case, a "Fundamental Transaction"), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to
receive the number of shares of Common Stock of the Successor
Entity or of the Company and any additional consideration (the
"Alternate Consideration") receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or
disposition of assets by a holder of the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to
such event (disregarding any limitation on exercise contained
herein solely for the purpose of such determination). For purposes
of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and
the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If
holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. To the extent necessary to
effectuate the foregoing provisions, any Successor Entity in such
Fundamental Transaction shall issue to the Holder a new warrant
consistent with the foregoing provisions and evidencing the
Holder's right to exercise such warrant into Alternate
Consideration.


 


4.
NON-CIRCUMVENTION. The Company covenants and agrees that it will
not, by amendment of its certificate of incorporation, bylaws or
through any reorganization, transfer of assets, consolidation,
merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant,
and will at all times in good faith carry out all the provisions of
this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the
foregoing, the Company (i) shall not increase the par value of any
shares of Common Stock receivable upon the exercise of this Warrant
above the Exercise Price then in effect, (ii) shall take all such
actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable
shares of Common Stock upon the exercise of this Warrant, and (iii)
shall, for so long as this Warrant is outstanding, have authorized
and reserved, free from preemptive rights, ten times the number of
shares of Common Stock that is actually issuable upon full exercise
of the Warrant (based on the Exercise Price in effect from time to
time, and without regard to any limitations on
exercise).



 

4







 






 


5.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise
specifically provided herein, this Warrant, in and of itself, shall
not entitle the Holder to any voting rights or other rights as a
stockholder of the Company. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the
Holder to purchase any securities (upon exercise of this Warrant or
otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the
Company.


 


6.
REISSUANCE.


 


(a) Lost, Stolen or Mutilated
Warrant. If this Warrant is
lost, stolen, mutilated or destroyed, the Company will, on such
terms as to indemnity or otherwise as it may reasonably impose
(which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination and
tenor as this Warrant so lost, stolen, mutilated or
destroyed.


 


(b) Issuance of New
Warrants. Whenever the Company
is required to issue a new Warrant pursuant to the terms of this
Warrant, such new Warrant shall be of like tenor with this Warrant,
and shall have an issuance date, as indicated on the face of such
new Warrant which is the same as the Issuance
Date.


 




1.

TRANSFER.
This Warrant shall be binding upon the Company and its successors
and assigns, and shall inure to be the benefit of the Holder and
its successors and assigns. Notwithstanding anything to the
contrary herein, the rights, interests or obligations of the
Company hereunder may not be assigned, by operation of law or
otherwise, in whole or in part, by the Company without the prior
signed written consent of the Holder, which consent may be withheld
at the sole discretion of the Holder (any such assignment or
transfer shall be null and void if the Company does not obtain the
prior signed written consent of the Holder). This Warrant or any of
the severable rights and obligations inuring to the benefit of or
to be performed by Holder hereunder may be assigned by Holder to a
third party, in whole or in part, without the need to obtain the
Company's consent thereto.








2.

NOTICES.
The Company shall provide the Holder with prompt written notice (i)
immediately upon any adjustment of the Exercise Price, setting
forth in reasonable detail, the calculation of such adjustment and
(ii) at least 20 days prior to the date on which the Company closes
its books or takes a record (A) with respect to any dividend or
distribution upon the shares of Common Stock, (B) with respect to
any grants, issuances or sales of any stock or other securities
directly or indirectly convertible into or exercisable or
exchangeable for shares of Common Stock or other property, pro rata
to the holders of shares of Common Stock or (C) for determining
rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation, provided in each case that such
information shall be made known to the public prior to or in
conjunction with such notice being provided to the
Holder.








3.

AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived
(either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of
the Company and the Holder.






 




 

5








 








4.

GOVERNING LAW AND VENUE. This Warrant shall be
governed by and construed in accordance with the laws of the State
of Nevada without regard to principles of conflicts of laws. Any
action brought by either party against the other concerning the
transactions contemplated by this Warrant shall be brought only in
the state courts located in the Commonwealth of Massachusetts or in
the federal courts located in the Commonwealth of Massachusetts.
The parties to this Warrant 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 BORROWER HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED
HEREBY. 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 Warrant 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 inoperative 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 or any other Transaction Document 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.






 


11.
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute
acceptance of and agreement to all of the terms and conditions
contained herein.


 


12.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following
terms shall have the following meanings:


 


(a)
"Nasdaq" means www.Nasdaq.com.


 


(b)
"Closing Sale Price" means, for any security as of any date, (i)
the last closing trade price for such security on the Principal
Market, as reported by Nasdaq, or, if the Principal Market begins
to operate on an extended hours basis and does not designate the
closing trade price, then the last trade price of such security
prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii)
if the foregoing does not apply, the last trade price of such
security in the over-the-counter market for such security as
reported by Nasdaq, or (iii) if no last trade price is reported for
such security by Nasdaq, the average of the bid and ask prices of
any market makers for such security as reported by the OTC Markets.
If the Closing Sale Price cannot be calculated for a security on a
particular date on any of the foregoing bases, the Closing Sale
Price of such security on such date shall be the fair market value
as mutually determined by the Company and the Holder. All such
determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination or other similar transaction during
the applicable calculation period.


 


(c)
"Common Stock" means the Company's common stock, and any other
class of securities into which such securities may hereafter be
reclassified or changed.


 


(d)
"Common Stock Equivalents" means any securities of the Company that
would entitle the holder thereof to acquire at any time Common
Stock, including without limitation any debt, preferred stock,
rights, options, warrants or other instrument that is at any time
convertible into or exercisable or exchangeable for, or otherwise
entitles the holder thereof to receive, Common Stock.


 


(e)
"Dilutive Issuance" is any issuance of Comman Stock or Common Stock
Equivalents described in Section 2(b) above; provided, however,
that a Dilutive Issuance shall not include any Exempt
Issuance.



 

6







 






 


(f)
"Exempt Issuance" means the issuance of (i) shares of Common Stock
or options to employees, officers, or directors of the Company
pursuant to any stock or option plan duly adopted by a majority of
the non-employee members of the Board of Directors of the Company
or a majority of the members of a committee of nonemployee
directors established for such purpose, and (ii) shares of Common
Stock issued pursuant to real property leasing arrangement from a
bank approved by the Board of Directors of the Company; (iii)
[intentionally omitted], and (iv) securities issued pursuant to
acquisitions or strategic transactions approved by a majority of
the disinterested directors of the Company.


 


(g)
"Principal Market" means the primary national securities exchange
on which the Common Stock is then traded.


 


(b)
"Market Price" means the highest traded price of the Common Stock
on the Trading Day immediately prior to the date of the respective
Exercise Notice.


 


(i)
"Trading Day" means (i) any day on which the Common Stock is listed
or quoted and traded on its Principal Market, (ii) if the Common
Stock is not then listed or quoted and traded on any national
securities exchange, then a day on which trading occurs on any
over-the-counter markets, or (iii) if trading does not occur on the
over-the-counter markets, any Business Day.


 


 


* *
* * * * *


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the Issuance Date set forth above.


 


GUIDED
THERAPEUTICS, INC.


By:
/Gene S. Cartwright/


Name:
Gene S. Cartwright


Title:
Chief Executive Officer


 




 

7








 






EXHIBIT
A


 



EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Common Stock
Purchase Warrant)


 


THE
UNDERSIGNED bolder bereby exercises the right to purchase of the
shares of Common Stock ("Warrant Shares") of Guided Therapeutics,
Inc., a Delaware corporation (the "Company"), evidenced by the
attacbed copy of the Common Stock Purchase Warrant (the "Warrant").
Capitalized terms used berein and not otherwise defined shall have
the respective meanings set forth in the Warrant.


 




1.


Form
of Exercise Price. The Holder intends that payment of the Exercise
Price shall be made as (check one):






☐  
a
cash exercise with respect to _ ___ ___ _ Warrant Shares;
or


☐  
by
cashless exercise pursuant to the Warrant.




2.

Payment
of Exercise Price. If cash exercise is selected above, the holder
shall pay the applicable Aggregate Exercise Price in the sum of$ to
the Company in accordance with the terms of the
Warrant.








3.

Delivery
of Warrant Shares. The Company shall deliver to the holder _ _
_____ _ Warrant Shares in accordance with the terms of the
Warrant.






 


Date:


 


(Print
Name of Registered Holder)


 


By:


Name:


Title:
________________


 




 








 






EXHlBIT
B


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the
Warrant)


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto the right to purchase shares of common stock of
Guided Therapeutics, Inc. , to which the within Common Stock
Purchase Warrant relates and appoints , as attorney-in-fact, to
transfer said right on the books of Guided Therapeutics, Inc. with
full power of substitution and re-substitution in the premises. By
accepting such transfer, the transferee has agreed to be bound in
all respects by the terms and conditions of the within
Warrant.


 


Dated:
____ ____


 


(Signature)
*


 


(Name)


 


(Address)


 


(Social
Security or Tax Identification No.)


 




*


The signature on this Assignment of Warrant must
correspond to the name as written upon the face of the Common Stock
Purchase Warrant in every particular without alteration or
enlargement or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, please indicate
your position(s) and title(s) with such entity.