gthp_ex10-61





  Exhibit 10.61







 


AMENDMENT
# 1 TO THE SECURITIES PURCHASE AGREEMENT AND SENIOR SECURED
CONVERTIBLE PROMISSORY NOTE DATED DECEMBER 17, 2019


 


THIS
AMENDMENT #1 (the “Amendment”) TO THE SECURITIES
PURCHASE AGREEMENT AND SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
dated December 17, 2019, is made effective as of May 27, 2020 (the
“Effective Date”), by and between Guided Therapeutics,
Inc. a Delaware corporation (the “Company”), and Auctus
Fund, LLC, a Delaware limited liability company (the
“Holder”) (collectively the
“Partiers”).


 


BACKGROUND


 




A.

The Company and the
parties to the certain securities purchase agreement (the
“SPA”) and senior secured convertible promissory note
in the principal amount of $700,000.00 (the “Note”),
all dated December 17, 2019; and








B.

The Company and the
Holder desire to consummate a second tranche of $400,00.00 under
the Note (the “Second Tranche”), which principal amount
will be added to the Note on the Effective Date; and








C.

Accordingly, the
Parties desire to amend the SPA and Notes as set forth expressly
below.






 


NOW
THEREFORE, in consideration of the execution and delivery of the
Amendment and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree
as follows:


 




1.

The principal
balance of the Note shall be increased by $400,000.00 in the
Effective Date to reflect the addition of the Second Tranche to the
Note, which the Holder will fund on or around the date hereof as
specified in the disbursement authorization attached hereto as
Exhibit “A”.








2.

With respect to the
Company’s prepayment of the Second Tranche under Section 1.9
of the Note, the references to “Issue Date” throughout
Section 1.9 of the Note shall be amended to “the date that
the Holder Funded the purchase price for the second tranche of
$400,000.00 under this Note as specified in that certain amendment
#1 to the Purchase Agreement and this Note”.








3.

The following
sentence shall be added to Section 3 (q) of the SPA:






“With respect
to the consummation of the second tranche of $400,000.00 under the
Note as specified in that certain amendment #1 to this Agreement
and the Note dated May 27, 2020, the Company has taken no action
which would give rise to any claim by any person for brokerage
commissions, transaction fee or similar payments except with
respect to J.H.Darbie & Co., a registered broker-dealer (CRD#:
43520).”


 




4.

This Amendment
shall be deemed part of, but shall take precedence over and
superseded any provisions to the contrary contained in the SPA and
Note. Except as specifically modified hereby, all of the provisions
of the SPA and Note, which are not in conflict with the terms of
this Amendment, shall remain in full force and effect.






 


 



[Signature page to follow]


 


 




 








 






 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.


 


 


Guided
Therapeutics, Inc.


By:
/Gene S. Cartwright/


Name:
Gene S. Cartwright


Title:
CEO & President


 


 


 


Auctus
Fund, LLC


By:
/Lou Posner/


Name:
Lou Posner


Title:
Managig Director