gthp_ex10-66





Exhibit
10.66







 


THIS AGREEMENT is dated March.10, 2021 (the
"Effective Datel')


 


BETWEEN:


 


Guided Therapeutics. Inc. ("GTI" or
lithe
Company"), a US registered public
company incorporated in the State of Delaware with a registered and
records office at 5835 Peachtree Corners East,·Suite B,
Peachtree Corners, GA 30092.


AND:


 


Richard
P. Blumberg an Individual with an address at 2356 Hobart Ave. SW,
Seattle, WA 98116 ("Blumberg").


 


WHEREAS
there have been 3 prior agreements between the parties on the
matters dealing with this agreement (Finder's Agreement dated
4/25/19, an agreement contained in emails dated 4/18/19 and
agreement dated July 24, 2019) whose terms are to remain in
effect;


 


WHEREAS in the, 2019-2020 time period GTI has been
involved in three financing efforts. If successful, its current
financing effort will result in "the recovery-of its Intellectual
Property and a reduction of its stated liabilities of $5-$7
million, but needs additional capital to do so;


 


WHEREAS
Blumberg has worked closely with Mark Faupel in strategizing the
financings and putting the materials used in raising such funds
which, including the current effort, amount t, upwards of$4
million, without which the company would have ceased to
operate;


 


WHEREAS
Blumberg has substantially participated in these financings, and,
in addition, has provided several loans to GTl, all of which have
been exchanged into equity in order to keep GTI
operating.


 


WHEREAS
Blumberg has a consulting contract with GTI which provides for the
payment of $88,000 over time, which payments have not
occurred;


 


WHEREAS
GTI needs operational funds until it achieves its refinancing goals
without which it will likely cease operations and fail to achieve
the refinancing;


 


WHEREAS
even with these additional funds for operations there are
substantial risks of refinancing failure, including promised
capital not materializing and other known and unknown
risks;


 


WHEREAS
Blumberg is intimately familiar with the technology of the Company
and its business plan and has consulted closely with GTI in both of
these aspects;


 


WHEREAS
GTI wants Blumberg to continue to be involved in the planning and
operations of the company in the future;


 




 








 






 


WHEREAS,
despite the non-payment of any funds under his consulting agreement
Blumberg is willing to provide continuing consulting service on the
terms and conditions set forth herein;


 


IT
IS AGREED BY THE PARTIES AS FOLLOWS:


 


1.
Blumberg will continue to provide consulting services to GTI both
now and immediately after the closing of the Series F refinancing
(“Closing Date"} and provide operating funds as set forth in
2 below, for which he will receive what s set forth in 3
below.


 


2.
In addition to the consulting services, Blumberg will provide up to
$350,000 in nonrefundable operating funds to the Company. In return
for the consulting services and operating funds he shall receive
what is set forth in 3 below.


 


3.
For each $100,000 provided to the Company by Mr. Blumberg (or pro
rata portion thereof) the Company will issue to Blumberg a total of
900,000 warrants (or pro rata portion} and 400,000 shares (or pro
rata portion) in four equally divided tranches, based on the
following -schedule: '


 


(a)
30% (900,000 warrants per $100,000 Invested) issued and exercisable
no earlier I than six months after the close of Series F Unit
offering plus 400,000 shares. This tranche of warrants shall have
an exercise price of 30 cents at three (3) year term after
issuance;


 


(b)
30% (900,000 warrants per $100,000 invested) issued and exercisable
no earlier than twelve months after the close of Series F Unit
offering, plus 400,000 shares. This tranch of warrants shall have a
strike price of 40 cents and a three (3) year term after
Issuance;


 


(c)
30% (900,000 warrants per $100,000 invested) issued and exercisable
no earlier than eighteen months after the close of Series F Unit
offering plus 400,000 shares. This tranche of warrants shall have a
strike. price of 50 cents and a three (3) year term after
issuance;


 


and


(d)
10% (450,000 warrants per $50,000 invested) issued and exercisable
no earlier than twenty-four months after the close of Series F Unit
offering, plus 200,000 Shares. This tranche of warrants shal1 have
a strike price of 60 cents and a three (3) year term after
issuance;


 


4.
All warrants will expire three years after their scheduled issuance
date if the pricing threshold for that tranche of warrants is not
reached.


 


5.
All warrants set forth herein shall be specified (JS and are fully
transferrable.


 


6.
The warrants previously issued to Blumberg under his existing
consulting agreement will be extended one (1) additional
year.


 


7. Blumberg
agrees to a 20% blocker such that at any single point in time
Blumberg cannot owe more than 20% of the total number of
outstanding shares of the Company.


 


8. No
other compensation or reimbursement of expenses shall be paid to
Blumberg.


 


9. Starting in April 2021, the
$88,000 due to Blumberg based on his current consulting agreement
shall 'be paid in monthly installments at a rate of $4,000 per
month. Blumberg shall spend a minimum of 40 hours per month
consulting for the Company.


 


10. Taxation.
Blumberg shall pay all taxes due in respect of the compensation set
forth herein and shall indemnify and hold harmless the Company from
and against all tax assessments.


 


11. Expenses.
The Company shall not reimburse Blumberg for any expenses except
travel approved in writing by the Company in advance.


 


12. The
term of this Agreement (“Term") shall commence on the
Effective Date and shall continue until 3 years after the. Closing
Date of the Series F Financing.


 


13. The
Company will reserve sufficient shares to issue the agreed upon
shares and warrants.


 


14. To
the best of the Company's knowledge the Company is in compliance
with applicable laws and regulations in the Jurisdictions in which
it carries on business and the Company does not know of, nor has
reasonable grounds to know of, any facts that could give rise to
any no-compliance.


 



 







 






 


15. These
warranties and representations are true and correct and will remain
so on ,the Closing Date.


 


16. Blumberg
is: an "accredited investor" for the purposes of National
Instrument 45106 - Prospectus and Registration Exemptions, and will
duly complete, sigh and .return both accredited investor forms
attached hereto as Schedule “A" and Schedule “B" 'prior
to being issued any shares or warrants.


 


17. Blumberg
has good and sufficient right and authority to enter into this
Agreement on the terms and conditions set forth
herein.


 


18. The
Company and Blumberg agree that the relationship created by this
Agreement shall be that of independent contractors, and that there
is no agreement, commitment, arrangement or understanding between
the parties pursuant to which the Blumberg shall act as an advisor,
agent or underwriter or member of a selling group in respect of any
subsequent offering of the securities of the Company.


 


19. Blumberg
shall strictly limit access to Confidential Information to other
people and entities for the Term except for those parties and
entities to which the Company. in writing, permits such disclosure.
In this Agreement, "Confidential Information" includes all,
information or knowledge including, without limitation: any
discovery, document, material, presentation, report, record, copy,
email and legal agreement that: (1) relates to the Company or the
business or affairs of the Company, or to this Agreement/and is
(ii) not generally known or available to the public.


 


20. Blumberg
herby acknowledges the Company’s right to possession of the
Confidential Information. Upon the termination of this Agreement,
the Finder shall immediately return all Confidential Information
'to the Company.


 


21. The
Company shall not take steps to defeat or which are intended to
defeat or circumvent the rights of Blumberg to receive compensation
under this Agreement. Blumberg represents it is the party solely
entitled to any compensation in connection with the services he is
providing and further agrees that no other party will look to the
Company in connection with any other compensation in connection
,with the consulting services nor will Blumberg look to any other
party in connection with further compensation in connection with
the services he is providing.


 


22.
Blumberg acknowledges that the Company's counsel has acted as
counsel only to the Company and the Finder acknowledges and
confirms that it has been advised to, seek and has sought or has
otherwise waived independent tax and legal advice with respect to
this Agreement and the documents delivered pursuant thereto and
that the Company' s counsel is not protecting the rights and
interests of the Finder.


 


23. This Agreement constitutes, the entire
agreement between the parties with respect to subject matter and
shall supersede and replace any other agreement or
arrangement, whether oral or written, heretofore existing between the
parties in respect of the Services or the subject matter of this
Agreement.


 


24. Each
of the parties to this Agreement $halt from time to time execute
and deliver all such further documents and instruments and do all
acts and things as the other party may reasonably require carrying
out the full intent and meaning of this Agreement.


 


25. Each
of the parties to this Agreement may only assign its rights
hereunder with the express written consent of the other
party.


 


26. This
Agreement shall inure to the benefit of and be binding upon the
parties and their respective successors and permitted
assigns.


 


27. Any
amendment to this Agreement must be made in writing and signed by
each of the parties hereto. :


 


28. This
Agreement shall be governed by and construed in accordance with the
laws of the State of Washington and applicable therein without
giving effect to the conflicts of laws principles thereof. and that any dispute or
question, either of fact or of law which arises out
of this Agreement, shall be
resolved solely by reference to the
laws of the State of Washington.


 


29. Any
notice given in connection with this Agreement shall be given in
writing and may be given by personal delivery, by courier, or
by registered
or certified mail, return receipt
requested, addressed to the recipient at the addresses set
out on the first page of this Agreement or such other address as either party
may designate by providing notice to the other
party in the manner specified herein.
All notices shall be effective and shall be
deemed delivered: (a) if by
personal delivery
or courier, on the date of delivery if delivered
during normal business hours, and, if not delivered during normal
business hours, on
the next business day following
delivery, or (b) if by registered or certified mail,
three business days following such mailing.


 


30. This
Agreement may be signed in counterparts, each of which so signed shall be
deemed to be an original, and such counterparts together
shall constitute one and the same instrument.
An electronic
copy of an originally
executed copy of this Agreement shall be accepted as an
original.


 


IN WITNESS
WHEREOF this Agreement has
been executed by the parties on
the Effective Date.


GTI


By:
/Gene S. Cartwrigth/


Name:
Gene S. Cartwright


 


Blumberg


By: /Richard Blumberg/


Name:
Richard Blumberg