Exhibit
10.5 


 


SECURITIES
PURCHASE AGREEMENT


 


 


THIS
PURCHASE AGREEMENT (“Agreement”) is made as of the 18th day of May, 2017 by and between Guided Therapeutics Inc.,
(the “Company”), and GHS Investments, LLC (the “Investor”).


 


Recitals


 


A.The
Investor wishes to purchase from the Company and the Company wishes to sell and issue to the Investor, upon the terms and conditions
stated in this Agreement a Convertible Promissory Note in principal amount of $66,000 (the “Note”) in exchange for
a cash payment of $60,000.


 


In
consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.Definitions.
In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms
shall have the meanings set forth below:


 


“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls,
is controlled by, or is under common control with, such Person.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.



“Common
Stock” means the common stock, par value $0.001 per share, of the Company.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which 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 exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Company’s
Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company,
after due inquiry.


 


“Confidential
Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae,
compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications,
support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related
information).


 


“Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Conversion
Shares” means the shares of Common Stock issuable upon conversion of the Note pursuant to its terms.


 


“Material
Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial
or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company
to perform its obligations under the Transaction Documents.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Purchase
Price” means $60,000, representing a 10% original issuance discount on the Note to offset legal and transaction costs.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Securities”
means the Note and the Conversion Shares.


 


“Subsidiary”
of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests
of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such
voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.


 


“Transaction
Documents” means this Agreement, the Note, the Company Representation Letter, and supporting documents.


 


“1933
Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 


“1934
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.


 


2.Purchase
and Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company shall sell and issue to the
Investor the Note in the principal amount of $66,000, in exchange for the Purchase Price payable to the Company or its designees
in immediately available funds, as instructed in writing by the Company.






                                     2.1Security Omit. 





3.Closing.
Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by the Investor, the
Company shall deliver to the Investor, a Note registered the name of the Investor and the Investor shall cause a wire transfer
in same day funds to be sent to the account of the Company as instructed in writing by the Company, in an amount representing
the Purchase Price for the Note(the “Closing Date”).


 


4.Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investor that, except as set forth in the
Company’s public filings with the SEC or the schedules delivered herewith (collectively, the “Disclosure Schedules”):


 


4.
1Organization, Good Standing and Qualification. Each of the Company and its Subsidiaries is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate
power and authority to carry on its business as now conducted and to own its properties. Each of the Company and its Subsidiaries
is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify
has not and could not reasonably be expected to have a Material Adverse Effect. The Company’s Subsidiaries are listed on
the Company’s public disclosures filed with the SEC.


 


4.2Authorization.
The Company has full power and authority and, has taken all requisite action on the part of the Company, its officers, directors
and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) authorization
of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation
for issuance) and delivery of the Securities The Transaction Documents constitute the legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.


 


4.3Capitalization.
As of the date hereof, the authorized capital stock of the Company on the date hereof is______; (b) the number of shares of capital
stock issued and outstanding is ____________; (c) the number of shares of capital stock issuable pursuant to the Company’s
stock plans is ______; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to Common Stock
Equivalents (other than the Note) are ________. All of the issued and outstanding shares of the Company’s capital stock
have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights. All of the issued
and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable
and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights
of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim.
No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company.
There are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character
under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except
as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance
of any equity securities of any kind.


 


The
issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities
to any other Person (other than the Investor) and will not result in the adjustment of the exercise, conversion, exchange or reset
price of any outstanding security.


 


The
Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect
giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.


 


4.4Valid
Issuance. The issued Securities have been duly and validly authorized and, when issued and paid for pursuant to this Agreement,
shall be free and clear of all encumbrances and restrictions (other than those created by the Investor), except for restrictions
on transfer set forth in the Transaction Documents or imposed by applicable securities laws. Upon the due conversion of the Notes,
the Conversion Shares will be validly issued, fully paid and non-assessable free and clear of all encumbrances and restrictions,
except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws and except
for those created by the Investor. The Company has reserved a sufficient number of shares of Common Stock for issuance upon the
conversion of the Notes, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in
the Transaction Documents or imposed by applicable securities laws and except for those created by the Investor.


 


4.5Consents.
The execution, delivery and performance by the Company of the Transaction Documents,
and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person,
governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws, and
post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable
time periods. Subject to the accuracy of the representations and warranties of the Investor set forth in Section 5 hereof, the
Company has taken all action necessary to exempt (i) the issuance and sale of the Securities, (ii) the issuance of the Conversion
Shares upon due conversion of the Notes, and (iii) the other transactions contemplated by the Transaction Documents from the provisions
of any shareholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control
share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any
provision of the Company’s Articles of Incorporation or By-laws that is or could reasonably be expected to become applicable
to the Investor as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities
and the ownership, disposition or voting of the Securities by the Investor or the exercise of any right granted to the Investor
pursuant to this Agreement or the other Transaction Documents.


 


4.6Delivery
of SEC Filings; Business. The Company has made available to the Investor through the EDGAR system, true and complete copies
of the Company’s most recent Annual Report on Form 10-K for its last fiscal year (the “10-K”), and all other
reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K and prior to the date hereof (collectively,
the “SEC Filings”). The SEC Filings (and the quarterly report on Form 10-Q for the quarter ended March 31, 2017) are
the only filings required of the Company pursuant to the 1934 Act for such period. The Company and its Subsidiaries are engaged
in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate
description in all material respects of the business of the Company and its Subsidiaries, taken as a whole.


 


4.7Use
of Proceeds. The net proceeds of the sale of the Note hereunder shall be used by the Company for working capital and general
corporate purposes. The Company agrees that it shall not use the funds from this Agreement, at any time, to lend money, give credit
or make advances to any officers, directors, employees, subsidiaries and affiliates of the Company.


 


4.8No
Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company
and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and
provisions of, or constitute a default under (i) the Company’s Articles of Incorporation or the Company’s Bylaws,
both as in effect on the date hereof (true and complete copies of which have been made available to the Investor through the EDGAR
system), or (ii)(a) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign,
having jurisdiction over the Company, any Subsidiary or any of their respective assets or properties, or (b) any agreement or
instrument to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary is bound or to which any
of their respective assets or properties is subject,


 


4.9Brokers
and Finders. Except as previously disclosed to the Investor, no Person will have, as a result of the transactions contemplated
by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or an Investor for
any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf
of the Company.


 


4.10No
Directed Selling Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any
general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of
any of the Securities.


 


4.11No
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 sales of any Company security or solicited any offers to buy any security, under circumstances
that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated
hereby or would require registration of the Securities under the 1933 Act.


 


4.12Private
Placement. The offer and sale of the Securities to the Investor as contemplated hereby is exempt from the registration requirements
of the 1933 Act.


 


5.Representations
and Warranties of the Investor. The Investor hereby represents and warrants to the Company that:


 


5.1Organization
and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all
requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this
Agreement.


 


5.2Authorization.
The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been
duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor
in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability, relating to or affecting creditors’ rights generally.


 


5.3Purchase
Entirely for Own Account. The Securities to be received by such Investor hereunder will be acquired for such Investor’s
own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the
1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the
same in violation of the 1933 Act without prejudice, however, to such Investor’s right
at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state
securities laws. Nothing contained herein shall be deemed a representation or
warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer registered
with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.


 


5.4Investment
Experience. Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities
and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of
the investment contemplated hereby.


 


5.5Disclosure
of Information. Such Investor has had an opportunity to receive all information related to the Company requested by it and
to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the
offering of the Securities. Such Investor acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other
due diligence investigation conducted by such Investor shall modify, amend or affect such Investor's right to rely on the Company's
representations and warranties contained in this Agreement.


 


5.6Restricted
Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the
U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only
in certain limited circumstances.


 


5.7Legends.
It is understood that, except as provided below, certificates evidencing the Securities may bear the following or any similar
legend:


 


(a)“The
securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the
Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144(i), or (iii) the Company has received
an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities
Act of 1933 or qualification under applicable state securities laws.”


 


(b)If
required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such
state authority.


 


5.8Accredited
Investor. Such Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act.


 


5.9No
General Solicitation. Such Investor did not learn of the investment in the Securities as a result of any public advertising
or general solicitation.


 


5.10Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or an Investor for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of such Investor.


 


6.
Conditions to Closing.


 


6.1Conditions
to the Investor’s Obligations. The obligation of the Investor to purchase the Note at Closing is subject to the fulfillment
to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived
by the Investor:


 


(a)The
representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at
all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an
earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations
and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material
respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks
as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of
such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to
be performed or observed by it on or prior to the Closing Date.


 


(b)The
Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation
of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents,
all of which shall be in full force and effect.


 


(c)No
judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have
been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby
or in the other Transaction Documents.


 


(d)The
Company shall have executed and delivered the Convertible Note and supporting documentation.


 


(e)The
Company shall have executed and delivered Irrevocable Transfer Agent Instructions in form acceptable to the Investor and the Company’s
transfer agent.


 


(e)No
stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is
traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.


 


6.2Conditions
to Obligations of the Company. The Company's obligation to sell and issue the Note at Closing is subject to the fulfillment
to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by
the Company:


 


(a)The
representations and warranties made by the Investor in Section 5 hereof, other than the representations and warranties contained
in Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 (the “Investment Representations”), shall be true and correct in
all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force
and effect as if they had been made on and as of said date. The Investment Representations shall be true and correct in all respects
when made, and shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been
made on and as of said date. The Investor shall have performed in all material respects all obligations and conditions herein
required to be performed or observed by them on or prior to the Closing Date.


 


(b)The
Investor shall have delivered the Purchase Price to the Company in accordance with the schedule outlined herein.


 


 


6.3Termination
of Obligations to Effect Closing; Effects.


 


(a)The
obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows:


 


(i)Upon
the mutual written consent of the Company and the Investor;


 


(ii)By
the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been
waived by the Company;


 


(iii)By
the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have
been waived by the Investor;


 


provided,
however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall
not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other
Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate
its obligation to effect the Closing.


 


7.Survival
and Indemnification.


 


7.1
Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing
of the transactions contemplated by this Agreement.


 


7.2
Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective
directors, officers, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including
without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing
or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”)
to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or
to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts
as they are incurred by such Person.


 


7.3
Conduct of Indemnification Proceedings. Promptly after receipt by any Person (the “Indemnified
Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of
any action, proceeding or investigation in respect of which indemnity may be sought pursuant to Section 7.2, such Indemnified
Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment
of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided,
however,that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations
hereunder except to the extent that the Company is materially prejudiced by such failure to notify. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such
counsel; or (ii) in the reasonable judgment of counsel to such Indemnified Person representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between them. The Company shall not be liable for any settlement
of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with
such consent, or if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified
Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the
prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not affect
any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party
and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release
of such Indemnified Person from all liability arising out of such proceeding.


 


8.Miscellaneous.


 


8.1Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the
Investor, as applicable, provided, however, that an Investor may assign its rights and delegate its duties hereunder in whole
or in part to an Affiliate without the prior written consent of the Company, after notice duly given by such Investor to the Company.
The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns
of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.


 


8.2Counterparts;
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original.


 


8.3Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


8.4Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such
delivery, (ii) if given by fax, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii)
if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B)
three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized
overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier. All notices shall
be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten
days’ advance written notice to the other party:


 


If
to the Company:


 


_______________________


_______________________


Attn:
__________________


 


Fax:
__________________


Tel:
__________________


 


 


If
to the Investor:


 


GHS
Investments, LLC


420
Jericho Turnpike, Suite 207


Jericho,
NY 11753





 


 


8.5Expenses.
The parties hereto shall pay their own costs and expenses in connection herewith.


 


8.6Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company
and the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any
Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.


 


8.7Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable
in any respect.


 


8.8Entire
Agreement. This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute
the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements
and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.


 


8.9Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 


8.10Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of Nevada, without regard to principles of conflicts of law. Each of the parties hereto irrevocably
submit to the exclusive jurisdiction of the state and federal courts sitting in New York City, New York over any action or proceeding
arising out of or relating to this Agreement and the parties hereto hereby irrevocably agree that all claims in respect of such
action or proceeding may be heard and determined in such court. The parties hereto agree that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. The parties hereto further waive any objection to venue in the State of New York and any objection to an action or proceeding
in the State of New York on the basis of forum non conveniens.


 



[signature
page follows]


 






     


     

    

 


 


IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as
of the date first above written.


 


The
Company:         Guided Therapeutics, Inc.


 


 


 


By:        /s/
Gene Cartwright


Name:
Gene Cartwright


Title:
CEO


 


The
Investor:GHS Investments, LLC.


 


 


 


By:
      /s/ Mark Grober


Member