SECURITIES PURCHASE AGREEMENT






This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of October 12, 2017, by and between Guided Therapeutics, Inc., a Delaware
corporation, with its address at 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092 (the “Company”), and
POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY
11021 (the “Buyer”).


 


WHEREAS:


 


A.                 
The Company and the Buyer are executing and delivering
this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated
by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the
“1933 Act”); and


 


B.                 
Buyer desires to purchase and the Company desires
to issue and sell, upon the terms and conditions set forth in this Agreement a convertible note of the Company, in the form attached
hereto as Exhibit A, in the aggregate principal amount of $53,000.00 (together with any note(s) issued in replacement thereof or
as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible
into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject
to the limitations and conditions set forth in such Note.


 


NOW THEREFORE,
the Company and the Buyer severally (and not jointly) hereby agree as follows:


 


1.                  
Purchase and Sale of Note.


 


a.                  
Purchase of Note. On the Closing Date
(as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal
amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.


 


b.                 
Form of Payment. On the Closing Date (as
defined below), (i) the Buyer shall pay the purchase price for the Note to
be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available
funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal
amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and
(ii) the Company shall deliver such duly executed Note on behalf of the
Company, to the Buyer, against delivery of such Purchase Price. 


 


c.                  
Closing Date. Subject to the satisfaction
(or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date of the issuance and sale of
the Note pursuant to this Agreement (the “Closing Date”) shall be on or about October 13, 2017, or such other mutually
agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the
Closing Date at such location as may be agreed to by the parties.


 


2.                  
Buyer’s Representations and Warranties.
The Buyer represents and warrants to the Company that:


 


a.                  
Investment Purpose. As of the date hereof,
the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (such
shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the
Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof,
except pursuant to sales registered or exempted from registration under the 1933 Act.


 


b.                 
Accredited Investor Status. The Buyer
is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).


 


c.                  
Reliance on Exemptions. The Buyer understands
that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of
United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s
compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein
in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.


 


d.                 
Information. The Company has not disclosed
to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to
the public prior to or promptly following such disclosure to the Buyer.


 


e.                 
Legends. The Buyer understands that the
Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable
exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form:


 


"THE SECURITIES REPRESENTED BY
THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER
OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE
TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."


 


The legend set forth above
shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped,
if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective
registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any
restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides
the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions
and which counsel and opinion are reasonably acceptable to the Company’s transfer agent, to the effect that a public sale
or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company
so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s)
from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that
the Company does not accept such opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to
an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section
3.2 of the Note.


 


f.                   
Authorization; Enforcement. The Buyer
is a validly existing corporation with all requisite corporate power and authority to enter into and perform this Agreement, to
invest in the Securities, and to consummate the transactions contemplated hereby in accordance with the terms hereof. This Agreement
has been duly and validly authorized by the Buyer’s board of directors and no further consent or authorization of the Company,
its board of directors or its shareholders is required. This Agreement has been duly executed and delivered on behalf of the Buyer
by its authorized representative, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance
with its terms.


 


3.                  
Representations and Warranties of the Company.
The Company represents and warrants to the Buyer that, except as disclosed in the SEC Documents (as defined below):


 


a.                  
Organization and Qualification. The Company
and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease,
use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. “Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
any equity or other ownership interest.


 


b.                 
Authorization; Enforcement. (i) The Company
has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions
contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution
and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and
thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion
Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no
further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement
has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the
true and official representative with authority to sign this Agreement and the other documents executed in connection herewith
and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note,
each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, subject to bankruptcy, insolvency, moratorium and similar laws of general applications, relating
to or affecting creditor’s rights generally.


 


c.                  
Capitalization. As of the date hereof,
the authorized common stock of the Company consists of 1,000,000,000 authorized shares
of Common Stock, $0.001 par value per share, of which 9,252,889 shares are issued and outstanding; and 7,185,791
shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance
will be, duly authorized, validly issued, fully paid and non-assessable. 


 


d.                 
Issuance of Shares. The Conversion Shares
are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be
validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue
thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose
personal liability upon the holder thereof.


 


e.                 
No Conflicts. The execution, delivery
and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not
(i) conflict with or result in a violation of any provision of the Company’s Certificate of Incorporation or By-laws, or
(ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice
or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries
is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are
subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries
is bound or affected (except, with respect to clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The businesses of
the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of
the Securities, in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect”
means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries,
if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in
connection herewith. 


 


f.                   
SEC Documents; Financial Statements. The
Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant
to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing
filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other
than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”).
As of their respective dates or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects
with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC, 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 light of the circumstances
under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to
be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior
the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the
Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present
in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof
and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.


 


g.                  
Absence of Certain Changes. Since June
30, 2017, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties,
operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.


 


h.                 
Absence of Litigation. There is no action,
suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or
any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The
Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


i.                    
No Integrated Offering. Neither the Company,
nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in
any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act
of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other
issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable
to the Company or its securities.


 


j.                   
No Brokers. Except as set forth in the
Company’s written wiring instructions, the Company has taken no action which would give rise to any claim by any person for
brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.



 


k.                  
No Investment Company. The Company is
not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company”
required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled
by an Investment Company.


 


l.                    
Breach of Representations and Warranties by
the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition
to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section
3.4 of the Note.


 


4.                  
COVENANTS.


 


a.                  
Best Efforts. The Company shall use its
best efforts to satisfy timely each of the conditions described in Section 7 of this Agreement. 


 


b.                 
Form D; Blue Sky Laws. The Company agrees
to timely make any filings required by federal and state laws as a result of the closing of the transactions contemplated by this
Agreement.


 


c.                  
Use of Proceeds. The Company shall use
the proceeds for general working capital purposes.


 


d.                 
Expenses. At the Closing, the Company’s
obligation to the buyer with respect to the transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall
be $3,000.00 for Buyer’s legal fees and due diligence fee. 


 


e.                 
Corporate Existence. So long as the Buyer
beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the
Company’s assets, except with the prior written consent of the Buyer.


 


f.                   
Breach of Covenants. If the Company breaches
any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this
Agreement, it will be considered an event of default under Section 3.4 of the Note.


 


g.                  
Failure to Comply with the 1934 Act. So
long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the
Company shall continue to be subject to the reporting requirements of the 1934 Act.


 


h.                 
Trading Activities. Neither the Buyer
nor its affiliates has an open short position in the common stock of the Company and the Buyer agrees that it shall not, and that
it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the
Company.


 


5.                  
Transfer Agent Instructions. The Company
shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee,
for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note
in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”).  In the event that the Company
proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed
Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited
to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed
by the successor transfer agent to Company and the Company. Prior to any registration of the Conversion Shares under the 1933 Act
or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall
bear the restrictive legend specified in Section 2(e) of this Agreement.  The Company warrants that: (i) no instruction other
than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent
and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided
in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its
transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be
issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and
(iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent
from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for
any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note
and/or this Agreement.  If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with
an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, which counsel and opinion
are reasonably acceptable to the Company’s transfer agent, to the effect that a public sale or transfer of such Securities
may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion
Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and
in such denominations as specified by the Buyer.  The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby.  Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without
the necessity of showing economic loss and without any bond or other security being required.


 


6.                  
Conditions to the Company’s Obligation
to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction,
at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion:


 


a.                  
The Buyer shall have executed this Agreement
and delivered the same to the Company.


 


b.                 
The Buyer shall have delivered the Purchase Price
in accordance with Section 1(b) above.


 


c.                  
The representations and warranties of the Buyer
shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time
(except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Buyer at or prior to the Closing Date. 


 


d.                 
No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which
prohibits the consummation of any of the transactions contemplated by this Agreement.


 


7.                  
Conditions to The Buyer’s Obligation
to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or
before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit
and may be waived by the Buyer at any time in its sole discretion:


 


a.                  
The Company shall have executed this Agreement
and delivered the same to the Buyer.


 


b.                 
The Company shall have delivered to the Buyer
the duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.


 


c.                  
The Irrevocable Transfer Agent Instructions,
in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s
Transfer Agent.


 


d.                 
The representations and warranties of the Company
shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time
(except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed
by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters
as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Board of Directors’
resolutions relating to the transactions contemplated hereby.


 


e.                 
No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which
prohibits the consummation of any of the transactions contemplated by this Agreement.


 


f.                   
No event shall have occurred which could reasonably
be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status
of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.


 


g.                  
The Conversion Shares shall have been authorized
for quotation on an exchange or electronic quotation system and trading in the Common Stock on such exchange or electronic quotation
system shall not have been suspended by the SEC or an exchange or electronic quotation system.


 


h.                 
The Buyer shall have received an officer’s
certificate described in Section 3(d) above, dated as of the Closing Date.


 


i.                    
The Buyer shall have received the fully executed
(with notary) Confession of Judgment dated as of the Closing Date.


 


8.                  
Governing Law; Miscellaneous.


 


a.                  
Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws.
Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought
only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Agreement
hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The
prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that
any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this
Agreement, the Note or any related document or agreement 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.


 


b.                 
Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. 


 


c.                  
Headings. The headings of this Agreement
are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.


 


d.                 
Severability. In the event that any provision
of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.
Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of
any other provision hereof.


 


e.                 
Entire Agreement; Amendments. This Agreement
and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than
by an instrument in writing signed by the majority in interest of the Buyer.


 


f.                   
Notices. All notices, demands, requests,
consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified
herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage
prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram,
email or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written
notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by email or facsimile, with accurate confirmation generated by the transmitting facsimile machine (if by facsimile),
at the addresses or number designated below (if delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be as set forth in the heading of this Agreement with a copy by email only (which copy shall not constitute
notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555,
e-mail: allison@nwlaw.com. Each party shall provide notice to the other party of any change in address.


 


g.                  
Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer
shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding
the foregoing, the Buyer may assign its rights hereunder to any of its “affiliates,” as that term is defined under
the 1934 Act, without the consent of the Company.


 


h.                 
Survival. The representations and warranties
of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding
any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer
and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged
breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants
and obligations under this Agreement, including advancement of expenses as they are incurred.


 


i.                    
Further Assurances. Each party shall do
and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


j.                   
No Strict Construction. The language used
in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.


 


k.                  
Remedies. The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under
this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of
this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition
to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement
and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond
or other security being required.


 


[THE REMAINDER OF THIS PAGE
IS INTENTIONALLY LEFT BLANK]


 


 


IN WITNESS WHEREOF, the
undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.


 


 


Guided Therapeutics, Inc.


 


By:_/s/ Gene S. Cartwright_______________


Gene S. Cartwright


President and Chief Executive Officer


 


 


POWER UP LENDING GROUP LTD.


 


By:  /s/ Curt Kramer________________________


Name: Curt Kramer


Title: Chief Executive Officer


111 Great Neck Road, Suite 216


Great Neck, NY 11021


 


 


AGGREGATE SUBSCRIPTION AMOUNT:


 


Aggregate Principal Amount of Note:$53,000.00


 


Aggregate Purchase Price:$53,000.00