gthp_ex10-64





 










Exhibit 10.64



 



SERIES G PREFERRED STOCK PURCHASE AGREEMENT


 


This SERIES G PREFERRED STOCK
PURCHASE AGREEMENT (the
"Agreement"), dated as of December 23, 2020, 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 "1933 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, 91,000 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 91,000 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 $78,500.00 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 December 29, 2020, 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 S06(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 may not be available if, notwithstanding the Buyer's
representations contained herein, the Buyer is merely acquiring 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.


 


vi.
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 a purchase 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 the
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.



 

2







 






 


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 50l(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: I


 


"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 0ITHERWISE 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 STATEMENTUNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS.”



 

3







 






 


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 authority 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 or
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, and 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 13,096,189 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 C1 Preferred Stock, of which 1,050 shares are
issued and outstanding; 15,000 shares of preferred stock as Series
C2 Preferred Stock, of which 3,62.25 shares are issued and
outstanding; 6,000 shares of preferred stock as 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.



 

4







 






 


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 a
default (or an event which with notice or lapse of time or b9th
could become a default) under, or give to 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 transact ions contemplated hereby or by the
agreements on instruments to be entered into in connection
herewith.


 




e.

SEC
Documents; Financial Statements. The Company has filed all reports,
schedules, forms, 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 I(the "1934 Act")
(all of the foregoing filed prior to the date hereof and all
exhibits included therein an~ 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 bee7 amended or updated in subsequent
filings prior the date hereof). As of their respective dates or if
a1mended, 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.






 



 

5







 






 


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 sa les 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 Act of 1940 (an "Investment Company"). The
Company is not controlled by an Investment Company.


 


4.
COVENANTS.


 


a.
Best Efforts. The Company shall use its commercially reasonable
efforts to satisfy timely each of the conditions described in
Section 7 of this Agreement.


 


b.
Form D; Blue Sky Laws. The Company agrees to timely make any
filings required by federal and state laws as a result of the
closing of the transactions contemplated by this
Agreement.


c.
Use of Proceeds. The Company shall use the proceeds for general
working capital purposes.


 


d.
Expenses. At the Closing, the Company's obligation with respect to
the transactions contemplated by this Agreement is to reimburse
Buyer's expenses for Buyer's legal fees and due diligence fee in an
amount not to exceed $3,500.


 


e.
Corporate Existence. So long as the Buyer beneficially owns any
Series G Shares, the Company shall maintain its corporate existence
and shall not sell JII or substantially all of the Company's
assets, 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.



 

6







 






 


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 agent 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 20) 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 and 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 or 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 1(b) above.



 

7







 






 


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
each of the following conditions, provided that these conditions
are for the Buyer's sole benefit and may be 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 of book entry 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 as 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.







 

8







 






 




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 reas10nable 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 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, 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 Buyer 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.


 




 

9








 






 


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 (1") 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 (2"d) 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, NY 11021, Attn: Allison Naidich,
facsimile: 516-466-3555, el-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 to the benefit of the parties and their successors and
assigns. Neither the Company nor the Buyer shall assign this
Agreement 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 to indemnify and hold harmless the Buyer and all
their officers, directors, employees and agents for loss or 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 or 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.



 

10







 






 


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:
/Gene S. Cartwright/


Name:
Gene S. Cartwright


Title:
President and Chief Executive Officer


 


 


 



POWER UP LENDING GROUP LTD.


By:
/ Curt Kramer/


Name:
Curt Kramer


Title:
Chief Executive Officer


 


 


 


 


 


 


 


 


 


AGGREGATED
SUBSCRIPTION AMOUNT:


 



Number of Series G Preferred Shares
purchased:            



91,000






 



Aggregated Purchase
Price  


$78,500.00






 


 




 

11








 






EXHIBIT
A


Certificate
of Designation


 


 


See
attached.