gthp_ex435





 






Exhibit 4.35



 


NEITHER THIS SECURITY NOR THE SECURITIES AS TO
WHICH THIS SECURITY MAYBE EXERCISED HAVE 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 AVAILABLE
EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS 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
MAY BE PLEDGED IN
CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
SECURED BY SUCH SECURITIES.


 



COMMON STOCK PURCHASE
WARRANT


GUIDED
THERAPEUTICS,
INC.


 


Warrant Shares: 250,000


Date of Issuance: March 31, 2020
("Issuance Date")


 


This COMMON
STOCK PURCHASE WARRANT (the "Warrant") certifies
that, for
value received
(in connection with the
issuance of
the convertible
promissory note in the principal amount of $112,750.00 to the Holder (as defined
below) of even date)
(the "Note"),
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, to purchase from Guided Therapeutics, Inc., a
Delaware corporation (the "Company"), up
to 250,000 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
securities purchase agreement dated March 31, 2020,
by and among the Company and the Holder
(the "Purchase Agreement").


 


Capitalized terms used in
this Warrant shall have the
meanings set forth in the Purchase Agreement unless otherwise defined in the body of this
Warrant or in
Section 12 below. For purposes of
this Warrant, the
term "Exercise Price" shall
mean $0.16, 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 five-year
anniversary thereof.


 


1. 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 number 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), !be 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 io 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 to 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 sole discretion, and such failure shall be deemed an
event of default under the Note.


 


If the
Market Price of
one share of
Common Stock is greater than the
Exercise Price,
then 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.


 


(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 13(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 verify 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







 






 


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


 


(a) Distribution of 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).


 


(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 he made successively whenever any event covered by this
Section 2(c) shall occur.



 

3







 






 

1. 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.


 


2. 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).
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.



 

4







 






 




7.

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.








8.

NOTICES. Whenever notice is required to be
given under this Warrant, unless otherwise provided herein, such notice shall be given in
accordance with the notice provisions contained in
the Purchase Agreement. 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, (8)
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.








9.

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.








10.

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 TIDS
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
shaIl 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.



 

5







 






 


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


 


(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) securities upon the conversion of
the Note , 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.


 


(h) "Market Price" means
the highest traded price of the
Co=on 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
Co=on 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.


 



*******


 




 

6








 






IN WI1NESS 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 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 holder hereby 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 attached copy of the
Common Stock Purchase Warrant (the "Warrant"). Capitalized terms
used herein 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 Sh.ares in accordance with the terms
of the Warrant.






 


Date: _____________


 


(Print
Name of Registered Holder)


 


By: _______________


Name:


Title: ________ ________


 




 








 







EXHIBIT 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.