Exhibit
4.2 


 


NEITHER
THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE 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 WITH A REGISTERED BROKER DEALER OR OTHER LOAN SECURED BY SUCH SECURITIES WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.


 


 


COMMON
STOCK PURCHASE WARRANT


 


GUIDED
THERAPEUTICS, INC.


 


Warrant
Shares: 200,000


Date
of Issuance: February 13, 2017 (“Issuance Date”)


 


This
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance
of the $170,000.00 convertible promissory note 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 200,000 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
February 13, 2017, 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 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean 110%
multiplied by the closing price of the Common Stock on the Trading Day immediately preceding the Issuance Date, 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 effect 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 third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall
have received the Exercise Notice, 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), the 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 in 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. 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.


 


In
the absence of an effective registration statement registering the resale of the Warrant Shares of the Holder, if the Market Price
of one share of Common Stock is greater than the Exercise Price, 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 or, at the Company’s option, round up to the nearest whole share the number of
Warrant Shares to be issued.


 


(c)Holder’s
Exercise Limitations. The Company shall not effect 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. Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease the
Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds
9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph shall continue to apply. Any such
increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only apply
to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 


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)Anti-Dilution
Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is
outstanding, shall sell or grant, without the Holder’s consent, any option to purchase, or sell or grant any right to reprice,
or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common
Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise),
at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price”
and such issuances collectively, a “Dilutive Issuance”) then the Exercise Price shall be reduced and only reduced
to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock is issued or Common Stock Equivalents
are exercised or converted. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance
of any Common Stock or exercise or conversion of Common Stock Equivalents subject to this Section 2(b), indicating therein the
applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the
“Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive
Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance
the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder
accurately refers to the Base Share Price in the Notice of Exercise. Notwithstanding anything to the contrary in this Section
2(b), no adjustment will be made under this Section 2(b) with respect to an Exempt Issuance.


 


3.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.


 


4.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, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented
by this Warrant (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.


 


7.TRANSFER.


 


(a)Notice
of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring any
Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. If the proposed
transfer may be effected without registration or qualification (under any federal or state securities laws), the Holder shall
be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all
in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, that an appropriate legend
may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary
or advisable to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state
securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached
hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required
solely to comply with the exemptions relied upon by the Holder for the transfer or disposition of the Warrant or Warrant Shares.


 


(b)If
the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to
this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will
limit its activities in respect to such transfer or disposition as are permitted by law.


 


(c)Any
transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant
under Sections 4.1 and 4.3 (subject, however, to the limitations set forth in Section 4.2), 4.4 and 4.5 of the Purchase Agreement
(expenses, and indemnity).


 


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 10 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, (B) 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. 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 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 THIS 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 shall 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.


 


(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)(f)“Exempt
Issuance” means the issuance of (a) securities to employees, officers or directors of the Borrower, pursuant to any
stock or option plan duly adopted for such purpose, or upon approval by a majority of the non-employee members of the Board of
Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered
to the Borrower, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, and/or other
any securities of the Borrower which would entitle the holder thereof to acquire at any time Common Stock, including, without
limitation, any debt, preferred stock, right, option, warrant 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, issued and outstanding on the date of
this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of
such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than automatically
pursuant to their terms, or in connection with stock splits or combinations) or to extend the term of such securities, (c) securities
issued pursuant to any purchase money equipment loan or capital leasing arrangement approved by a purchasing agent or debt financing
from a commercial bank or similar financial institution, (d) securities in full or partial consideration in connection with a
bona fide strategic merger, acquisition, consolidation or purchase of all or substantially all of the securities or assets of
a corporation or other entity, so long as such issuance is not for the primary purpose of raising capital by the Borrower; (e)
securities in connection with a bona fide strategic license agreement, sponsored research agreement, collaboration agreement,
development agreement, OEM agreement, marketing or distribution agreement, or other bona fide partnering arrangement, so long
as such issuance is not for the primary purpose of raising capital by the Borrower; (f) securities to a bank or other financial
institution pursuant to a bona fide commercial debt financing or to equipment lessor pursuant to a bona fide equipment leasing
agreement; and (g) securities upon a stock split, stock dividend or subdivision of the Common Stock.


 


(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 Common Stock during the fifteen (15) Trading Days 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
Common 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.


 


 


 


 


*
* * * * * *


 


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 





	 	GUIDED THERAPEUTICS, INC.	 
	 	 	 
	 	 	 
	 	/s/ Gene Cartwright	 
	 	Name: Gene Cartwright	 
	 	Title: Chief Executive Officer	 



 


 


 


 


 


 


 






     


     

    

 


 


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
                                         Shares 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.