Exhibit
10.3 


SECURITIES
PURCHASE AGREEMENT


This
Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2016, between Guided Therapeutics, Inc.,
a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including
its successors and assigns, a “Purchaser” and collectively the “Purchasers”).


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements
of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company desires to
issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities
of the Company as more fully described in this Agreement.


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


ARTICLE
I.

DEFINITIONS


1.1Definitions.
In addition to the words and terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.7.


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


“Board
of Directors” means the board of directors of the Company.


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any
day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


“Closing
Date” means any Trading Day after all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the portion of the Subscription Amount due
at such Closing Date and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing
Date, in each case, have been satisfied or waived, or such other date that the parties agree upon.


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.


“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, 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.


“Company
Counsel” means Jones Day.


“Consulting
Agreement” means the consulting agreement, in substantially the form of Exhibit D.


“Conversion
Price” shall have the meaning set forth in the Notes.


“Deposit
Account Control Agreement” means an agreement in writing, in form and substance satisfactory to the Lead Investor and the
Company, by and among Lead Investor, the Company and any bank at which any deposit account of the Company is at any time maintained
which provides that, upon and during the continuation of an Event of Default (as defined in the Notes), such bank will comply
with instructions originated by the Lead Investor directing disposition of the funds in the deposit account without further consent
by Company and such other terms and conditions as the Lead Investor may require.


“DTC”
means the Depositary Trust Company.


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


“Exempt
Issuance” means the issuance of (a) securities to employees, officers or directors of, or consultants to, the Company, 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 Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, and/or other
Common Stock Equivalents 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 the Collateral Agent under the Security Agreement, 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 Company; (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 Company; (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.


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(x).


“Intellectual
Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto, and all U.S. and foreign patents, patent applications,
and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, brand names, certification marks, trade dress, logos, trade names, domain names, assumed
names and corporate names, together with all colorable imitations thereof, and including all goodwill associated therewith, and
all applications, registrations, and renewals in connection therewith, (c) all copyrights, and all applications, registrations,
and renewals in connection therewith, (d) all trade secrets under applicable state Laws and the common Law and know-how (including
formulas, techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information,
and business and marketing plans and proposals), (e) all computer software (including source code, object code, diagrams, data
and related documentation), and (f) all copies and tangible embodiments of the foregoing (in whatever form or medium).


“Intellectual
Property Agreement has the meaning set forth in Section 3.1(o).


“Lead
Investor” means GPB Debt Holdings II, LLC.


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


“Material
Adverse Effect” means: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,
(ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, in the long term or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document; provided, however,
that none of the following shall be taken into account in determining whether there has been, or could be, a Material Adverse
Effect: (a) any adverse change, event, development, or effect (whether short-term or long-term) arising from or relating to (1)
general business or economic conditions, including such conditions related to the business of the Company and its Subsidiaries,
(2) any national or international political or social conditions, (3) financial, banking, or securities markets (including any
disruption thereof and any decline in the price of any security or any market index), (4) changes in GAAP, (5) changes in laws,
rules, regulations, orders, or other binding directives issued by any governmental entity, or (6) the taking of any action contemplated
by any Transaction Document, (b) any failure to meet a forecast (whether internal or published) of revenue, earnings, cash flow,
or other data for any period or any change in such a forecast, and (c) any existing event, occurrence, or circumstance with respect
to which a Purchaser has knowledge as of the date hereof.


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


“Notes”
mean the 17% Senior Secured Convertible Notes issued to the Purchasers, in the form of Exhibit A attached hereto, which
shall be secured pursuant to a Security Agreement and senior as to all future Indebtedness of the Company except for any notes
issued pursuant to any purchase money equipment loan or capital leasing arrangement entered into in accordance with the Security
Agreement.


“Permitted
Liens” shall have the meaning set forth in the Notes.


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


“Pre-Notice”
shall have the meaning ascribed to such term in Section 4.13(a).


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.10.


“Registration
Statement” shall have the meaning ascribed to such term in Section 4.3(a).


“Registrable
Securities” shall have the meaning ascribed to such term in Section 4.3(a).


“Regulation
FD” means Regulation FD promulgated by the SEC pursuant to the Exchange Act, as such Regulation may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect
as such Regulation. 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to the Transaction Documents, including any Shares issuable upon conversion of the Notes and Warrant Shares
issuable upon exercise in full of all Warrants ignoring any exercise limits set forth therein.


“Rule
144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect
as such Rule.


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


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


“Securities”
means the Notes, the Shares, the Warrants and the Warrant Shares.


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


“Security
Agreement” means the security agreement, in the form of Exhibit C, providing the Purchasers with a first lien on
all of the assets of the Company other than as provided in this Agreement.


“Shares”
means the Common Stock issuable upon conversion of the Notes.


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Notes and Warrants purchased hereunder as specified
below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.


“Subsequent
Financing” shall have the meaning ascribed to such term in Section 4.13(a).


“Subsequent
Financing Notice” shall have the meaning ascribed to such term in Section 4.13(a).


“Subsidiary”
means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 30% of (i) the outstanding
capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or
other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital
or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture
or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control
of the Company.


“Trading
Day” means a day on which the principal Trading Market is open for trading.


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the
date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange, the OTCQB or the OTCQX (or any successors to any of the foregoing).


“Transaction
Documents” means this Agreement, the Notes, the Warrants, the Security Agreement, and any other documents or agreements
executed in connection with the transactions contemplated hereunder.


“Transfer
Agent” means Computershare Investor Services LLC, the current transfer agent of the Company, with a mailing address of 2
North LaSalle Street, Chicago, IL 60602 and any successor transfer agent of the Company.


“Variable
Rate Transaction” shall have the meaning ascribed in Section 4.14(b).


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if prices for the Common Stock are
then reported on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the volume weighted average price of the Common Stock on the first such facility (or a
similar organization or agency succeeding to its functions of reporting prices), or (c) in all other cases, the fair market value
of a share of Common Stock as determined by the Board of Directors of the Company.


“Warrants”
means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing Date in accordance with Section
2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to five years from such initial
exercise date, in substantially the form of Exhibit B attached hereto.


“Warrant
Exercise Price” shall equal the Conversion Price.


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants at the Warrant Exercise Price.


ARTICLE
II.

PURCHASE AND SALE


2.1Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase an aggregate of (i) $1,437,500 face value of 20% original issue discount Notes for a total purchase price of
$1,150,000, and (ii) Warrants, equal to 100% of the Shares that would be issuable upon immediate conversion of such purchased
Notes, for no additional consideration. 


On
the Closing Date, each Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to such Purchaser’s
Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each
Purchaser its respective Note and a Warrant issuable at the Closing Date as determined pursuant to Section 2.2(a) or (b), as applicable,
and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing Date. Upon
satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the closing shall occur at the offices of Company
Counsel or such other location as the parties shall mutually agree.


2.2Deliveries.


(a)On
or prior to a Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


(i)this
Agreement duly executed by the Company;


(ii)[RESERVED];


(iii)a
Note registered in the name of such Purchaser;


(iv)a
Warrant, exercisable at the applicable Warrant Exercise Price, registered in the name of such Purchaser to purchase the applicable
up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, subject to adjustment as described therein
(such Warrant may be delivered within three Trading Days of the Closing Date); 


(v)a
Security Agreement providing the Purchasers with a lien on all of the assets of the Company along with a Deposit Account Control
Agreement; and


(vi)the
Consulting Agreement, duly executed by the Company.


(b)On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


(i)this
Agreement duly executed by such Purchaser;


(ii)to
the Company, such Purchaser’s Subscription Amount subject to the closing by wire transfer;


(iii)the
Consulting Agreement, duly executed by the Lead Investor; and


(iv)the
Lead Investor shall deliver the Security Agreement as collateral agent for the benefit of the Purchasers.


2.3Closing
Conditions. 


(a)The
obligations of the Company hereunder in connection with the closing are subject to the following conditions being met:


(i)the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on a Closing Date of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date); 


(ii)all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to a Closing Date shall have been
performed; and


(iii)the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


(b)The
respective obligations of the Purchasers hereunder in connection with the closing are subject to the following conditions being
met:


(i)the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on a Closing Date of the representations and warranties of the Company contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


(ii)all
obligations, covenants and agreements of the Company required to be performed at or prior to a Closing Date shall have been performed;



(iii)the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; 


(iv)there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; 


(v)from
the date hereof to a Closing Date, trading in the Common Stock shall not have been suspended by the SEC or the Company’s
principal Trading Market, and, at any time prior to a Closing Date, trading in securities generally as reported by Bloomberg L.P.
shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported
by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New
York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
reasonable judgment of the Lead Purchaser, makes it impracticable or inadvisable to purchase the Securities at on the Closing
Date.


ARTICLE
III.

REPRESENTATIONS AND WARRANTIES


3.1Representations
and Warranties of the Company. Except as otherwise disclosed in the SEC Reports or on an exception
schedule, the Company hereby represents and warrants to each Purchaser:


(a)Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly,
all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding
shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar
rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or
any of them in the Transaction Documents shall be disregarded. 


(b)Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


(c)Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


(d)No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary (other than as provided in the Transaction Documents), or
give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)
of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding
to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound
or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or
a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably
be expected to result in a Material Adverse Effect.


(e)Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
the filings required pursuant to Section 4.6 of this Agreement, (ii) application(s) to each applicable Trading Market for
the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iii) filings necessary
to perfect the Liens in favor of the Purchasers under the Security Agreement, and (iv) such filings as are required to be made
under applicable state securities laws (collectively, the “Required Approvals”).


(f)Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
The Shares, when issued upon conversion of the Notes, and the Warrant Shares, when issued in accordance with the terms of the
Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company
has reserved from its duly authorized capital stock a number of shares of Common Stock issuable pursuant to the Notes and the
Warrants equal to the amount set forth in Section 4.11.


(g)Capitalization.
The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most
recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the
Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee
stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of
the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right
of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as
a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable
or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock
of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may
become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance
and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities
to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company
or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or
arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary.
The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan
or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and
nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities.
There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


(h)SEC
Reports; Financial Statements. Except as previously disclosed to the other parties hereto, the Company has, other than as
disclosed to the Lead Investor, filed all reports, schedules, forms, statements and other documents required to be filed by the
Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years
preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the
foregoing filed materials, including the exhibits thereto and documents incorporated by reference therein, being collectively
referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing
and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of
the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied
on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP,
and fairly present in accordance with GAAP in all material respects the financial position of the Company and its consolidated
Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject,
in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


(i)Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, (i) there has been no event, occurrence or development that has had or that would reasonably be expected
to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than
(A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the
SEC, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders (other than as required pursuant to the terms of any of its securities outstanding
as of the date hereof) or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and
(v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing stock
or option plans 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
Company. The Company does not have pending before the SEC any request for confidential treatment of information. Except for the
issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact,
circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the
Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that
would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed
made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.


(j)Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the
issuance of the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result
in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof (in such capacity),
is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws
or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not
issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the Exchange Act or the Securities Act. 


(k)Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has
the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (iii) is in violation of any statute, rule, ordinance or regulation of any
governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, occupational
health and safety, product quality and safety and employment and labor matters, except in each case of clauses (i), (ii), and
(iii), as would not have or reasonably be expected to result in a Material Adverse Effect.


(l)Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution
or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface
strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants,
or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”);
(ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their
respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where,
in each clause (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect.


(m)Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits would not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation
or modification of any Material Permit.


(n)Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Permitted
Liens. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting
and enforceable leases with which the Company and the Subsidiaries are in compliance.


(o)Intellectual
Property.


(i)The
Company owns or possesses or has the right to use pursuant to a valid and enforceable written license, sublicense, agreement,
or permission all Intellectual Property necessary for the operation of the business of the Company as presently conducted. The
Company has made available to the Purchaser a true and complete copy of each such written license, sublicense, agreement or permission.


(ii)To
the knowledge of the Company, the Intellectual Property does not interfere with, infringe upon, misappropriate, or otherwise come
into conflict with, any Intellectual Property rights of third parties, and the Company has no Knowledge that facts exist which
indicate a likelihood of the foregoing. The Company has not received any charge, complaint, claim, demand, or notice alleging
any such interference, infringement, misappropriation, or conflict (including any claim that the Company must license or refrain
from using any Intellectual Property rights of any third party). To the Knowledge of the Company, no third party has interfered
with, infringed upon, misappropriated, or otherwise come into conflict with, any Intellectual Property rights of the Company.


(iii)The
Company has no pending patent applications or applications for registration that either entity has made with respect to any Intellectual
Property. Schedule 3.1(o) identifies each license, sublicense, agreement, or other permission that the Company has granted
to any third party with respect to any of such Intellectual Property (together with any exceptions). The Company has made available
to the Purchaser correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date)
(“Intellectual Property Agreements”). Schedule 3.1(o) also identifies each registered and unregistered trademark,
service mark, trade name, corporate name, URLs or Internet domain name used by the Company in connection with its business and
which is not licensed from a third party. With respect to each item of Intellectual Property required to be identified in Schedule
3.1(o):


		(A)	The
                                         Company owns and possesses all right, title, and interest in and to the item, free and
                                         clear of any Lien, license, or other restriction or limitation regarding use or disclosure;



		(B)	The
                                         item is not subject to any outstanding injunction, judgment, order, decree, ruling, or
                                         charge;



		(C)	No
                                         Action, claim, or demand is pending or, to the knowledge of the Company, is threatened
                                         that challenges the legality, validity, enforceability, use, or ownership by the Company;
                                         and



		(D)	The
                                         Company has not agreed to indemnify any Person for or against any interference, infringement,
                                         misappropriation, or other conflict with respect to the item.



(iv)Schedule
3.1(o)(iv) identifies each item of Intellectual Property that any third party owns and that the Company uses pursuant to license,
sublicense, agreement, or permission, excluding off-the-shelf software purchased or licensed by the Company. The Company has made
available to the Purchaser correct and complete copies of all such licenses, sublicenses, agreements, and permissions (each as
amended to date) (each, a “Licensed Intellectual Property Agreement”). With respect to each Licensed Intellectual
Property Agreement:


		(A)	The
                                         Licensed Intellectual Property Agreement is legal, valid, binding, enforceable, and in
                                         full force and effect;



		(B)	The
                                         Company is not in breach or default, and no event has occurred that with notice or lapse
                                         of time would constitute the Company’s breach or default or permit the counterparty
                                         rights to termination, modification, or acceleration thereunder, which as to any such
                                         breach, default or event could have a Material Adverse Effect on the Company;



		(C)	No
                                         party to such Licensed Intellectual Property Agreement has repudiated any provision thereof;



		(D)	Except
                                         as set forth in such Licensed Intellectual Property Agreement, the Company has not received
                                         written or verbal notice or otherwise has Knowledge that the underlying item of Intellectual
                                         Property is subject to any outstanding injunction, judgment, order, decree, ruling, or
                                         charge; and



		(E)	Except
                                         as set forth on Schedule 3.1(o)(iv), the Company has not granted any sublicense
                                         or similar right with respect to the license, sublicense, agreement, or permission.



(v)Each
Person who participated in the creation, conception, invention or development of the Intellectual Property currently used in the
business of the Company (each, a “Developer”) which is not licensed from third parties has executed one or more agreements
containing industry standard confidentiality, work for hire and assignment provisions, whereby the Developer has assigned to the
Company all copyrights, patent rights, Intellectual Property rights and other rights in the Intellectual Property, including all
rights in the Intellectual Property that existed prior to the assignment of rights by such Person to the Company. The Company
has made available to the Purchaser copies of any such agreements and assignments from each such Developer (collectively, the
“Developer Agreements”).


(vi)Each
Developer has signed a non-disclosure agreement with the Company. The Company has made available to the Purchaser copies any such
non-disclosure agreements from each such Person, if any.


(p)Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary for entities with financial positions similar to the Company in the businesses
in which the Company and the Subsidiaries are engaged. Neither the Company nor any Subsidiary has any reason to believe that it
will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business without a significant increase in cost.


(q)Transactions
With Affiliates and Employees. None of the officers or directors of the Company or any Subsidiary and, to the knowledge of
the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or
any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for
the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment
of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and
(iii) other employee benefits, including stock option agreements under any stock option plan of the Company.


(r)Certain
Fees. Except for compensation payable to Aegis Capital Inc., no brokerage or finder’s fees or commissions are or will
be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. 


(s)Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. 


(t)Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act
of any securities of the Company or any Subsidiary.


(u)Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents)
or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and
the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation
as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.


(v)Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel
with any information that it believes constitutes or might constitute material, non-public information which is not otherwise
disclosed in the SEC Reports. The Company understands and confirms that the Purchasers will rely on the foregoing representation
in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the
Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including
the schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were
made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.


(w)No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
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 security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated. 


(x)Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the
Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including
known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to
carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its liabilities when such amounts are required to be paid. As of the date hereof, the Company has no intention to file
for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing
Date. The SEC Reports set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any
Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $175,000 (other than trade accounts payable incurred
in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to
be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


(y)Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company or of any Subsidiary know of no basis for any such claim.


(z)No
Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) under
the Securities Act, neither the Company nor, to the knowledge of the Company, any of its predecessors, any affiliated issuer,
any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of
20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, or any promoter
(as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale
(each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad
Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable,
with its disclosure obligations under Rule 506(e), and has made available to the Purchasers a copy of any disclosures provided
thereunder.


3.2Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as
of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


(a)Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser
of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited
liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a
party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will
constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.


(b)Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect
arrangement or understandings with any other Persons to distribute or regarding the distribution of such Securities (this representation
and warranty not limiting such Purchaser’s right to sell the Securities in compliance with applicable federal and state
securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser
understands that the Securities are “restricted securities” and have not been registered under the Securities Act
or any applicable state securities law and is acquiring such Securities as principal for its own account and not with a view to
or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding
the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation
and warranty not limiting such Purchaser’s right to sell such Securities in compliance with applicable federal and state
securities laws).


(c)Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, an “accredited
investor” within the meaning of Rule 501 under the Securities Act. 


(d)Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


(e)Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and the SEC Reports and has been afforded, subject to Regulation FD, (i) the opportunity to
ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms
and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information
about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient
to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses
or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to
the investment. Such Purchaser acknowledges and agrees that neither the Company nor anyone else has provided such Purchaser with
any information or advice with respect to the Securities nor is such information or advice necessary or desired. 


(f)Confidentiality.
Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation,
its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the
confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).



ARTICLE
IV.

OTHER AGREEMENTS OF THE PARTIES


4.1[Reserved.]



4.2Removal
of Legends. 


(a)The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144, (provided that the Purchaser provides the Company with
reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the Securities may be sold
pursuant to such rule), to the Company or to an Affiliate of a Purchaser, or in connection with a pledge as contemplated in Section
4.2(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor
and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company,
to the effect that such transfer does not require registration of such transferred Restricted Warrant under the Securities Act.



(b)The
Purchasers agree to the imprinting, so long as is required by this Section 4.2, of a legend on any of the Securities in substantially
the following form:


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS NOT 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. 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 WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


The
Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a
registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement
and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees
or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel
of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such
pledge, but Purchaser’s transferee shall promptly notify the Company of any subsequent transfer or foreclosure of such Securities.
The Company will not be responsible for any pledge relating to, or the grant of any security interest in, any Securities or for
any agreement, understanding, or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s
expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrant
Shares may reasonably request in connection with a pledge or transfer of the Shares or Warrant Shares.


(c)The
legend set forth in Section 4.1(b) shall be removed and the Company shall issue a certificate without such legend or any other
legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the
applicable balance account at the DTC, if: (i) a registration statement covering the resale of such Security is effective under
the Securities Act (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the
Securities for resale, the holder agrees to only sell such Securities during such time that such registration statement is effective
and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Shares or Warrant Shares are
sold pursuant to Rule 144 (if the seller is not an Affiliate of the Company), (iii) such Shares or Warrant Shares are eligible
for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required
under Rule 144 as to such Shares or Warrant Shares and without volume or manner-of-sale restrictions or (iv) if such legend is
not required under applicable requirements of the Securities Act (including Section 4(a)(1), judicial interpretations and pronouncements
issued by the staff of the SEC). Any fees associated with the removal of such legend shall be borne by the Company. The Company
agrees that following such time as such legend is no longer required under this Section 4.2(c), it will, no later than three Trading
Days following the delivery by a Purchaser to the Company or the Transfer Agent of (x) a legended certificate representing Shares
or Warrant Shares, (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the
reissuance and/or transfer), (y) a notice of conversion pursuant the terms of a Note to effect the conversion of such Note in
accordance with its terms, or (iii) an notice of exercise of a Warrant to effect the exercise of such Warrant in accordance with
its terms, and, in each case, an opinion of counsel to the extent required by Section 4.2(a) (such third Trading Day, the “Legend
Removal Date”), deliver or cause to be delivered to the Purchaser or the transferee of the Purchaser, as applicable, a certificate
representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its
records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.2. Certificates
for Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by
crediting the account of the Purchaser’s prime broker with the DTC system as directed by such Purchaser.


4.3Registration
Rights.


(a)The
Company shall file a registration statement on Form S-1 with the SEC (the “Registration Statement”) to register the
resale by the Purchasers of all Registrable Securities within 60 calendar days of the effectiveness of the Charter Amendment;
provided that in no event will the Company be required to register a number of shares of Common Stock in excess of 30% of the
Company’s then-current public float (in which case the Company shall file a registration statement with the SEC to register
the excess shares as soon as practicable thereafter. If the Registration Statement is not filed as indicated above or declared
effective within 150 days of the Closing Date, then the Company shall issue shares of Common Stock to each Purchaser for liquidated
damages in an amount equal to 2% of the Registrable Shares required to be covered by the Registration Statement for each Purchaser
per month with a maximum penalty of 12%, until such time when the Registration Statement is declared effective. “Registrable
Securities” means all Shares and Warrant Shares; provided that a Share or Warrant Share shall cease to be a Registrable
Security upon the earliest to occur of the following: (a) its sale pursuant to the Registration Statement or Rule 144 under the
Securities Act; or (B) it becomes eligible for resale by its holder under Rule 144 without the requirement for the Company to
be in compliance with the current public information required thereunder and without volume or manner-of-sale restrictions.


(b)Each
Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and accordingly will not sell or otherwise
transfer the Securities or any interest therein without complying with the requirements of the Securities Act and applicable law.
While the Registration Statement remains effective, each Purchaser hereunder may sell its Registrable Securities in accordance
with the plan of distribution contained in the Registration Statement and if it does so it will comply therewith and with the
related prospectus delivery requirements unless an exemption therefrom is available. Each Purchaser shall, if notified by the
Company in writing at any time that the Registration Statement is not effective or that the prospectus included in such Registration
Statement no longer complies with the requirements of Section 10 of the Securities Act, refrain from selling such Conversion Shares
or Warrant Shares until such time as the Company notifies the Purchaser in writing that the Registration Statement is effective
or the prospectus is compliant with Section 10 of the Securities Act, unless such Purchaser is able to, and does, sell such Registrable
Securities pursuant to an available exemption from the registration requirements of Section 5 of the Securities Act. Each Purchaser
agrees to promptly furnish to the Company such information that the Company reasonably requires from that Purchaser for use in
the Registration Statement and consents to the inclusion of such information in the Registration Statement.


(c)Each
Purchaser shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees,
each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law,
from and against all losses, as incurred, arising out of or based upon (i) any breaches or violations of Section 4.3(b) or (ii)
any untrue or alleged untrue statement of a material fact contained in the Registration Statement (or the prospectus contained
therein), or in any amendment or supplement thereto, or arising out of or relating to any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they
were made not misleading, but only to the extent that such untrue statements or omissions occur in reliance upon and in conformity
with information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein. Notwithstanding
the foregoing, each Purchaser’s indemnification obligation under this Section 4.3(c) will in no event exceed the net proceeds
received by such Purchaser upon the sale of Registrable Securities giving rise to such obligation.


(d)Both
the Company and the Transfer Agent, and their respective directors, executive officers, employees and agents, may rely on this
Section 4.3.


4.4Furnishing
of Information. 


(a)Until
the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company shall timely file
(or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to the Exchange Act . During such period, if the Company is not required to file reports
pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule
144(c) such information as is required for the Purchasers to sell the Securities under Rule 144.


(b)At
any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of
the Warrant Shares (assuming cashless exercise) may be sold without the requirement for the Company to be in compliance with Rule
144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to
satisfy the current public information requirement under Rule 144(c) for a period of more than 30 consecutive days or (ii) has
ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any
condition set forth in Rule 144(i)(2) for a period of more than 30 consecutive days (a “Public Information Failure”)
then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial
liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Shares and/or
Warrant Shares, an amount in cash equal to two percent (2.0%) of the aggregate Conversion Price of such Purchaser’s Note(s)
and/or Warrant Exercise Price of such Purchaser’s Warrants on the day of a Public Information Failure and on every thirtieth
(30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information
Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Shares
and/or Warrant Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.4(b)
are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid
on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and
(ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured.
In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure
Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall
limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have
the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief.


4.5Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2(a)(1) of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the
rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such subsequent transaction. 


4.6Securities
Laws Disclosure; Publicity. The Company file a Current Report on Form 8-K, including the Transaction Documents as exhibits
thereto, with the SEC within the time required by the Exchange Act. From and after the issuance of such press release, the Company
represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the
Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection
with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release,
the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written
or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates
on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each
Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,
and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without
the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser,
with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such
disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of
such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any
Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Trading Market, without
the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of
final Transaction Documents with the SEC and (b) to the extent such disclosure is required by law or Trading Market regulations,
in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).


4.7Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that
any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the
Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving
Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.


4.8Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.6, the Company covenants and agrees that neither it, nor any other Person
acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company
reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to
the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and
confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent,
the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of
its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any
of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis
of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that
any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding
the Company or any Subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on
Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company.


4.9Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes
and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s Indebtedness (other than payment
of trade payables in the ordinary course of the Company’s business and prior practices and other than ordinary course payments
of principal and interest on the Company’s outstanding secured promissory notes), ), (b) for the redemption of any Common
Stock or Common Stock Equivalents or (c) for the settlement of any outstanding litigation.


4.10Indemnification
of Purchasers. Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Purchaser Party”) harmless
from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or
agreements made by the Company in this Agreement or in the other Transaction Documents, (b) any action instituted against the
Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not
an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless
such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such
Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence,
willful misconduct or malfeasance) or (c) any untrue or alleged untrue statement of a material fact contained in any registration
statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading. If any action shall be brought against any Purchaser Party in respect of which indemnity may be
sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have
the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser
Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof
has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume
such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict
on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company
shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable
to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior
written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss,
claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants
or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents., or gives rise to a Purchaser’s
indemnification obligations under Section 4.3(c). The indemnification
required by this Section 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to
any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may
be subject to pursuant to law.


4.11Reservation
of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, shares of Common Stock, subject to adjustment for stock splits and dividends, combinations
and similar events, equal to the amounts required by the Transaction Documents. The Company shall not enter into any agreement
or file any amendment to its Articles of Incorporation (including the filing of a Certificate of Designation) which conflicts
with this Section 4.11 while the Notes and Warrants remain outstanding.


4.12Trading
of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on
the Trading Market on which it is currently listed or quoted.. The Company further agrees, if the Company applies to have the
Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares,
and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other
Trading Market as promptly as possible. .


4.13Participation
in Future Financing. This Section 4.13 is subject and subordinated to, in all cases, the participation
rights of the holders of the Company’s Series C Convertible Preferred Stock.


(a)For
as long as the Lead Investor holds a Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common
Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof in a transaction exempt from registration
under Section 4(a)(2) of the Securities Act (a “Subsequent Financing”), such Lead Investor shall have the right to
participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. At least
10 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to such Lead Investor a written notice
of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Lead Investor if
it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the
request of such Lead Investor, and only upon a request by such Lead Investor, for a Subsequent Financing Notice, the Company shall
promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Lead Investor. The
Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of
proceeds intended to be raised thereunder and (subject to any confidentiality obligations) the Person or Persons through or with
whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto
as an attachment. 


(b)Any
Lead Investor desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than
5:30 p.m. (New York City time) on the 10th Trading Day after it received the Pre-Notice that such Lead Investor is willing to
participate in the Subsequent Financing, the amount of such Lead Investor’s participation, and representing and warranting
that such Lead Investor has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing
Notice. If the Company receives no such notice from a Lead Investor as of such 10th Trading Day, such Lead Investor shall be deemed
to have notified the Company that it does not elect to participate. 


(c)If
by 5:30 p.m. (New York City time) on the 10th Trading Day after all of the Lead Investors have received the Pre-Notice, notifications
by the Lead Investors of their willingness to participate in the Subsequent Financing (or to cause their designees to participate)
is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion
of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. 


(d)The
Company must provide the Lead Investors with a second Subsequent Financing Notice, and the Lead Investors will again have the
right of participation set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing
Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 Trading Days after
the date of the initial Subsequent Financing Notice.


(e)The
Company and each Lead Investor agree that if any Lead Investor elects to participate in the Subsequent Financing, the transaction
documents related to the Subsequent Financing shall not include any term or provision whereby such Lead Investor shall be required
to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment
to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior
written consent of such Lead Investor.


(f)Notwithstanding
anything to the contrary in this Section 4.13 and unless otherwise agreed to by such Lead Investor, the Company shall either confirm
in writing to such Lead Investor that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly
disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Lead
Investor will not be in possession of any material, non-public information, by the 10th Business Day following delivery
of the Subsequent Financing Notice. If by such tenth 10th Business Day, no public disclosure regarding a transaction
with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received
by such Lead Investor, such transaction shall be deemed to have been abandoned and such Lead Investor shall not be deemed to be
in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.


(g)Notwithstanding
the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance or a public offering registered with the SEC.


4.14Subsequent
Equity Sales.


(a)From
the date hereof until 30 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement,
other than a public offering, to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock
Equivalents.


(b)From
the date hereof until such time as the Lead Investor no longer hold any of the Notes, the Company will not, without the consent
of the Lead Investor , enter into any Equity Line of Credit or similar agreement, nor issue nor agree to issue any Variable Priced
Equity Linked Instruments (collectively, the “Variable Rate Transactions”). For purposes hereof, “Equity Line
of Credit” means any transaction involving a written agreement between the Company and an investor or underwriter whereby
the Company has the right to “put” its securities to the investor or underwriter over an agreed period of time and
at future determined price or price formula (other than customary “preemptive” or “participation” rights
or “weighted average” or “full-ratchet” antidilution provisions or in connection with fixed-price rights
offerings and similar transactions that are not Variable Priced Equity Linked Instruments), and “Variable Priced Equity
Linked Instruments” means: (A) any debt or equity securities which are convertible into, exercisable or exchangeable for,
or carry the right to receive additional shares of Common Stock either (1) at any conversion, exercise or exchange rate or other
price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial
issuance of such debt or equity security, or (2) with a conversion, exercise or exchange price that is subject to being reset
on more than one occasion at some future date at any time after the initial issuance of such debt or equity security due to a
change in the market price of the Company’s Common Stock since date of initial issuance (other than customary “preemptive”
or “participation” rights or “weighted average” or “full-ratchet” antidilution provisions
or in connection with fixed-price rights offerings and similar transactions), and (B) any amortizing convertible security which
amortizes prior to its maturity date, where the Company is required or has the option to (or any investor in such transaction
has the option to require the Company to) make such amortization payments in shares of Common Stock which are valued at a price
that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance
of such debt or equity security (whether or not such payments in stock are subject to certain equity conditions). For purposes
of determining the total consideration for a convertible instrument (including a right to purchase equity of the Company) issued,
subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance,
the consideration will be deemed to be the actual cash amount received by the Company in consideration of the original issuance
of such convertible instrument.


(c)Notwithstanding
the foregoing, this Section 4.14 shall not apply in respect of an Exempt Issuance (except that no Variable Rate Transaction shall
be an Exempt Issuance) and shall only apply as to price terms in respect of any rights offering. The Company shall provide each
Purchaser with notice of any such issuance or sale in the manner for disclosure of Subsequent Financings set forth in Section
4.13.


4.15Equal
Treatment of Purchasers. Except in connection with the rights of the Lead Purchaser in Section 4.13, no consideration (including
any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction
Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and
negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any
way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities
or otherwise.


4.16Confidentiality.
Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.6, such
Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the
Disclosure Schedules. Notwithstanding the foregoing but subject to Section 4.22, the Company expressly acknowledges and agrees
that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions
in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced
pursuant to the initial press release as described in Section 4.6, (ii) no Purchaser shall be restricted or prohibited from effecting
any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the
transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in
Section 4.6 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company
to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.6. 
Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate
portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge
of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant
set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment
decision to purchase the Securities covered by this Agreement.


4.17Budgets.  Within
14 calendar days after the date hereof, the Company and the Lead Investor shall agree on a six-month operating budget and cash
flow budget setting forth the anticipated monthly operating revenues and expenses. (the “Operating Budget”). In the
interim period between the Original Issue Date and the date that the Parties agree on the Operating Budget, the Lead Investor
must approve all payments to any party that exceed an aggregate of $10,000 other than explicitly provided for in this Agreement.
Any change in the Operating Budget must be approved by the Lead Investor in writing, which approval shall not be unreasonably
withheld, delayed or conditioned. Notwithstanding anything to the contrary in Section 4.8, the Company shall not be obligated
under such Section 4.8 to disclose any material nonpublic information disclosed to the Lead Investor pursuant to this Section
4.17. This Section 4.17 is not intended to grant consent rights to the Lead Investor with respect to the use of funds from any
capital raising transactions or other sources of non-operational revenue.


4.18Conversion
and Exercise Procedures. The forms of Conversion Notice and Notice of Exercise included in the Notes and Warrants set forth
the totality of the procedures required of the Purchasers in order to convert the Notes or to exercise the Warrants. No additional
legal opinion, other information or instructions shall be required of the Purchasers to convert their Notes or exercise their
Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Notice of Exercise shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Notice of Exercise
form be required in order to convert the Notes or exercise the Warrants. The Company shall honor conversions of the Notes and
exercises of the Warrants and shall deliver Shares and Warrant Shares in accordance with the terms, conditions and time periods
set forth in the Transaction Documents.


4.19Appointment.
For as long as the Lead Investor holds a Note, the Company shall appoint and retain a chief financial officer or controller mutually
acceptable to the Company and the Lead Investor


4.20Maintenance
of Property. The Company shall use its commercially reasonable efforts to keep all of its property, which is necessary or
useful to the conduct of its business, in good working order and condition, ordinary wear and tear excepted.


4.21
Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges
and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction
in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified
might reasonably have a Material Adverse Effect.


4.22No
Short Sales. No Purchaser shall, nor shall it permit its Affiliates or any Person managed or controlled by the Purchaser (collectively,
the “Restricted Persons”) shall, directly or indirectly, engage in any Short Sales involving the Company’s securities.
Notwithstanding the foregoing, nothing contained herein shall prohibit any Restricted Person from: (a) selling “long”
(as defined under Rule 200 promulgated under Regulation SHO of the Securities Act; or (b) selling a number of shares of Common
Stock equal to the number of Shares that such Restricted Person is entitled to receive under a pending Note conversion or Warrant
exercise but has not yet taken possession of so long as such Restricted Person delivers the Shares or Warrant Shares (as the case
may be) to the purchaser thereof; provided, however, such Restricted Person shall not be required to so deliver any such Shares
or Warrant Shares if the Company fails for any reason to deliver such Shares or Warrant Shares to the Purchaser on the applicable
settlement date upon the terms and subject to the provisions of the Notes or Warrant, as the case may be.


4.23Increase
in Reservation of Shares. Each Purchaser acknowledges that, as of the date of this Agreement, the Company does not have sufficient
authorized shares of Common Stock available for issuance upon conversion of all of the Notes or exercise of all of the Warrants
issued pursuant to this Agreement and, therefore, any attempts at conversion of the Notes or exercise of the Warrants will be
contingent upon availability of sufficient shares of Common Stock at the time of any particular conversion or exercise, as applicable.
Accordingly, and notwithstanding anything to the contrary in the Transaction Documents, the Purchasers shall not submit any Notice
of Conversion (as defined in the Notes) or any Notice of Exercise (as defined in the Warrants) from the date hereof until the
earlier of (a) six months from the date hereof (b) the date of an effective amendment to the Company's certificate of incorporation
providing for either a reverse stock split or additional authorized shares, in either case sufficient such that the Company does
have sufficient authored shares available for issuance upon conversion of all of the Notes or exercise of all of the Warrants
issued pursuant to this Agreement (such amendment, the "Charter Amendment"). The Company shall use its commercially
reasonable efforts (subject to its fiduciary obligations under applicable law) to obtain the necessary regulatory approvals and/or
stockholder approval required to file the Charter Amendment, and shall file the Charter Amendment with the Secretary of State
of the State of Delaware as soon as practicable after obtaining the applicable approvals. Until the earlier of (i) the effectiveness
of the Charter Amendment or (ii) six months from the date hereof, the Company shall be deemed to be incompliance with all covenants
in the Transaction Documents, and not in breach of any representations or warranties in the Transaction Documents, regarding the
sufficiency of authorized and reserved shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants,
including, but not limited to, Sections 3.1(f) and 4.11, Section 4(c)(vi) of the Notes, and Section 5(d) of the Warrants.






ARTICLE
V.

MISCELLANEOUS


5.1Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
Date has not been consummated on or before February 28, 2016.


5.2Fees
and Expenses. Except as expressly set forth below and in the Transaction Documents to the contrary, each party shall pay the
fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer
Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the
Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the
delivery of any Securities to the Purchasers. The Company agrees to pay counsel for the Lead Investor $25,000 ($5,000 of which
has been paid in advance) in fees together with reasonable costs including those necessary to provide the Purchasers with a lien
on all of the assets of the Company. From the Lead Investor’s Subscription Amount, the Lead Investor may withhold up to
$20,000 in order to pay the fees due its counsel as well as any costs incurred by such counsel provided that written notice is
given to the Company. From the proceeds of the Subscription Amount, the Lead Investor shall withhold $50,000 and pay such amount
directly to Company Counsel on behalf of the Company, in immediately available funds in accordance with wire instructions provided
in advance.


5.3Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


5.4Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto
at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile or email attachment at the facsimile number or email address as set forth on
the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices
and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant
to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,
the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K.


5.5Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchasers who hold at least a majority in interest of the then-outstanding
Notes or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of
any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver
in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any amendment
effected in accordance with accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and
the Company.


5.6Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser then holding outstanding Notes (other than by merger). Any Purchaser may assign any or all of its rights under
this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees
in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply
to the “Purchasers.”


5.7No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Sections 4.3 and 4.10 and this Section 5.7.


5.8Governing
Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction
Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought
against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such Action or Proceeding 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. If any party
shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations
of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing
party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such Action or Proceeding.


5.9Survival.
The representations and warranties contained herein shall survive the Closing Date and the delivery of the Securities.


5.10Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


5.11Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired, or invalidated, as long as the essential terms and conditions
of this Note for each party remain valid, binding, and enforceable. The parties shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. 


5.14Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


5.15Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


5.16Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


5.17WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


(Signature
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IN WITNESS WHEREOF, the parties hereto have caused
this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	Guided
                                         Therapeutics, Inc.

         

         
	Address
                                         for Notice:

         

	By:
                                         /s/ Gene S. Cartwright

        Name:
        Gene S. Cartwright

        Title:
        CEO Guided Therapeutics

         

        With
        a copy to (which shall not constitute notice):
	Email:
    
	 

         

         

         
	 


 


 


 


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[PURCHASER
SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


Name
of Purchaser: ________________________________________________________


Signature
of Authorized Signatory of Purchaser: /s/ Roger Anscher


Name
of Authorized Signatory: Roger Anscher


Title
of Authorized Signatory: Authorized Signatory


Email
Address of Authorized Signatory:_________________________________________


Facsimile
Number of Authorized Signatory: __________________________________________


Address
for Notice to Purchaser:


 


 


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


 


 


Subscription
Amount: $_________________


 


 


Warrant
Shares: __________________


 


EIN
Number: _______________________


 


 


 


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