Blueprint






 







Exhibit 10.46


 



REGISTRATION RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT (the
“Agreement”), dated as of March 8, 2018 (the
“Execution Date”), is entered into by and
between Guided Therapeutics, Inc., a
Delaware corporation with its principal executive office at
5835 Peachtree Corners East, Suite D, Norcross, GA 30092 (the
“Company”), and GHS
Investments LLC, a Nevada limited liability company, with offices
at 420 Jericho Turnpike, Jericho, NY 11753 (the “Investor”).


 



RECITALS:


 


WHEREAS, pursuant
to the Equity Financing Agreement entered into by and between the
Company and the Investor of this even date (the “Equity Financing Agreement”), the
Company has agreed to issue and sell to the Investor an
indeterminate number of shares of the Company’s common stock,
par value $0.001 per share (the
“Common Stock”),
up to an aggregate purchase price of Seven Million Dollars ($7,000,000);


 


WHEREAS, as an
inducement to the Investors to execute and deliver the Equity
Financing Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended,
and the rules and regulations thereunder, or any similar successor
statute (collectively, the “1933 Act”), and applicable state
securities laws, with respect to the shares of Common Stock
issuable pursuant to the Equity Financing Agreement.


 


NOW
THEREFORE, in consideration of the foregoing promises and the
mutual covenants contained hereinafter and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Investor hereby agree as
follows:


 



SECTION I



DEFINITIONS


 


As used
in this Agreement, the following terms shall have the following
meanings:


 


“Execution Date” shall have the
meaning set forth in the preambles.


 


“Investor” shall have the meaning
set forth in the preambles.


 


“Person” means a corporation, a
limited liability company, an association, a partnership, an
organization, a business, an individual, a governmental or
political subdivision thereof or a governmental
agency.


 


“Potential Material Event” means
any of the following: (i) the possession by the Company of material
information not ripe for disclosure in the Registration Statement,
which shall be evidenced by determinations in good faith by the
Board of Directors of the Company that disclosure of such
information in the Registration Statement would be detrimental to
the business and affairs of the Company, or (ii) any material
engagement or activity by the Company which would, in the good
faith determination of the Board of Directors of the Company, be
adversely affected by disclosure in the Registration Statement at
such time, which determination shall be accompanied by a good faith
determination by the Board of Directors of the Company that the
Registration Statement would be materially misleading absent the
inclusion of such information.


 




 








 






 


“Register,” “Registered,” and
“Registration”
refer to the Registration effected by preparing and filing one (1)
or more Registration Statements in compliance with the 1933 Act and
pursuant to Rule 415 under the 1933 Act or any successor rule
providing for offering securities on a continuous basis
(“Rule 415”), and the declaration or ordering of
effectiveness of such Registration Statement(s) by the United
States Securities and Exchange Commission (the
“SEC”).


 


“Registrable Securities” means (i)
the shares of Common Stock issued or issuable pursuant to the
Equity Financing Agreement, and (ii) any shares of capital stock
issued or issuable with respect to such shares of Common Stock, if
any, as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise, which
have not been (x) included in the Registration Statement that has
been declared effective by the SEC, or (y) sold under circumstances
meeting all of the applicable conditions of Rule 144 (or any
similar provision then in force) under the 1933 Act.


 


“Registration Statement” means the
registration statement of the Company filed under the 1933 Act
covering the Registrable Securities.


 


“Registered Offering Transaction
Documents” shall mean
this Agreement and the Equity Financing Agreement between the
Company and the Investor as of the date hereof.


 


All
capitalized terms used in this Agreement and not otherwise defined
herein shall have the same meaning ascribed to them as in the
Equity Financing Agreement.


 



SECTION II



REGISTRATION


 

2.1 The Company shall,
within thirty (30) calendar days upon the date of execution of this
Agreement, use its best efforts to file with the SEC a Registration
Statement or Registration Statements (as is necessary) on Form S-1
(or, if such form is unavailable for such a registration, on such
other form as is available for such registration), covering the
resale of all of the Registrable Securities, which Registration
Statement(s) shall state that, in accordance with Rule 416
promulgated under the 1933 Act, such Registration Statement also
covers such indeterminate number of additional shares of Common
Stock as may become issuable upon stock splits, stock dividends or
similar transactions. The Company shall initially register for
resale all of the Registrable Securities which would be issuable on
the date preceding the filing of the Registration Statement based
on the closing bid price of the Company’s Common Stock on
such date and the amount reasonably calculated that represents
Common Stock issuable to other parties as set forth in the Equity
Financing Agreement except to the extent that the SEC requires the
share amount to be reduced as a condition of
effectiveness.


 

2.2 The Company shall
use all commercially reasonable efforts to have the Registration
Statement(s) declared effective by the SEC within thirty (30)
calendar days, but no more than ninety (90) calendar days after the
Company has filed the registration statement.


 

2.3 The Company agrees
not to include any other securities in the Registration Statement
covering the Registrable Securities without Investor’s prior
written consent which Investor may withhold in its sole discretion.
Furthermore, the Company agrees that it will not file any other
Registration Statement for other securities, until thirty calendar
days after the Registration Statement for the Registrable
Securities is declared effective by the SEC.


 




 








 






 

2.4 Notwithstanding the
registration obligations set forth in this Section 2.1, if the
staff of the SEC (the “Staff”) or the SEC informs the
Company that all of the unregistered Registrable Securities cannot,
as a result of the application of Rule 415, be registered for
resale as a secondary offering on a single Registration Statement,
the Company agrees to promptly (i) inform each of the holders
thereof and use its commercially reasonable efforts to file
amendments to the Registration Statement as required by the SEC
and/or (ii) withdraw the Registration Statement and file a new
registration statement (the “New Registration Statement”), in
either case covering the maximum number of Registrable Securities
permitted to be registered by the SEC, on Form S-1 to register for
resale the Registrable Securities as a secondary offering. If the
Company amends the Registration Statement or files a New
Registration Statement, as the case may be, under clauses (i) or
(ii) above, the Company will use its commercially reasonable
efforts to file with the SEC, as promptly as allowed by the Staff
or SEC, one or more registration statements on Form S-1 to register
for resale those Registrable Securities that were not registered
for resale on the Registration Statement, as amended, or the New
Registration Statement (each, an “Additional Registration
Statement”).


 



SECTIONIII



RELATED OBLIGATIONS


 


At such
time as the Company is obligated to prepare and file the
Registration Statement with the SEC pursuant to Section 2, the
Company will affect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and,
with respect thereto, the Company shall have the following
obligations:


 

3.1 The Company shall
use all commercially reasonable efforts to cause such Registration
Statement relating to the Registrable Securities to become
effective and shall keep such Registration Statement effective
until the earlier to occur of the date on which (A) the Investor
shall have sold all the Registrable Securities; or (B) the Investor
has no right to acquire any additional shares of Common Stock under
the Equity Financing Agreement (the “Registration Period”).
The Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they
were made, not misleading. The Company shall use all commercially
reasonable efforts to respond to all SEC comments within ten (10)
business days from receipt of such comments by the Company. The
Company shall use all commercially reasonable efforts to cause the
Registration Statement relating to the Registrable Securities to
become effective no later than three (3) business days after notice
from the SEC that the Registration Statement may be declared
effective. The Investor agrees to provide all information which is
required by law to provide to the Company, including the intended
method of disposition of the Registrable Securities, and the
Company’s obligations set forth above shall be conditioned on
the receipt of such information.


 

3.2 The Company shall
prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration
Statement and the prospectus used in connection with such
Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the 1933 Act, as may be necessary to
keep such Registration Statement effective during the Registration
Period, and, during such period, comply with the provisions of the
1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement
until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of
disposition by the Investor thereof as set forth in such
Registration Statement. In the event the number of shares of Common
Stock covered by the Registration Statement filed pursuant to this
Agreement is at any time insufficient to cover all of the
Registrable Securities, the Company shall amend such Registration
Statement, or file a new Registration Statement (on the short form
available therefor, if applicable), or both, so as to cover all of
the Registrable Securities, in each case, as soon as practicable,
but in any event within thirty (30) calendar days after the
necessity therefor arises (based on the then Purchase Price of the
Common Stock and other relevant factors on which the Company
reasonably elects to rely), assuming the Company has sufficient
authorized shares at that time, and if it does not, within thirty
(30) calendar days after such shares are authorized. The Company
shall use commercially reasonable efforts to cause such amendment
and/or new Registration Statement to become effective as soon as
practicable following the filing thereof.


 




 








 






 

3.3 The Company shall
make available to the Investor whose Registrable Securities are
included in any Registration Statement and its legal counsel
without charge (i) promptly after the same is prepared and filed
with the SEC at least one (1) copy of such Registration Statement
and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference and all
exhibits, the prospectus included in such Registration Statement
(including each preliminary prospectus) and, with regards to such
Registration Statement(s), any correspondence by or on behalf of
the Company to the SEC or the staff of the SEC and any
correspondence from the SEC or the staff of the SEC to the Company
or its representatives; (ii) upon the effectiveness of any
Registration Statement, the Company shall make available copies of
the prospectus, via EDGAR, included in such Registration Statement
and all amendments and supplements thereto; and (iii) such other
documents, including copies of any preliminary or final prospectus,
as the Investor may reasonably request from time to time to
facilitate the disposition of the Registrable
Securities.


 

3.4 The Company shall
use commercially reasonable efforts to (i) register and qualify the
Registrable Securities covered by the Registration Statement under
such other securities or “blue sky” laws of such states
in the United States as the Investor reasonably requests; (ii)
prepare and file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period; (iii) take
such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section
3.4, or (y) subject itself to general taxation in any such
jurisdiction. The Company shall promptly notify the Investor who
holds Registrable Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under
the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the
initiation or threatening of any proceeding for such
purpose.


 

3.5 As promptly as
practicable after becoming aware of such event, the Company shall
notify Investor in writing of the happening of any event as a
result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a
material fact or omission to state 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 (“Registration Default”)
and use all diligent efforts to promptly prepare a supplement or
amendment to such Registration Statement and take any other
necessary steps to cure the Registration Default (which, if such
Registration Statement is on Form S-3, may consist of a document to
be filed by the Company with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act (as defined below) and to be
incorporated by reference in the prospectus) to correct such untrue
statement or omission, and make available copies of such supplement
or amendment to the Investor. The Company shall also promptly
notify the Investor (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when the
Registration Statement or any post-effective amendment has become
effective (the Company will prepare notification of such
effectiveness which shall be delivered to the Investor on the same
day of such effectiveness and by overnight mail), additionally, the
Company will promptly provide to the Investor, a copy of the
effectiveness order prepared by the SEC once it is received by the
Company; (ii) of any request by the SEC for amendments or
supplements to the Registration Statement or related prospectus or
related information, (iii) of the Company’s reasonable
determination that a post-effective amendment to the Registration
Statement would be appropriate, (iv) in the event the Registration
Statement is no longer effective, or (v) if the Registration
Statement is stale as a result of the Company’s failure to
timely file its financials or otherwise


 




 








 






 

3.6 The Company shall
use all commercially reasonable efforts to prevent the issuance of
any stop order or other suspension of effectiveness of the
Registration Statement, or the suspension of the qualification of
any of the Registrable Securities for sale in any jurisdiction and,
if such an order or suspension is issued, to obtain the withdrawal
of such order or suspension at the earliest possible moment and to
notify the Investor holding Registrable Securities being sold of
the issuance of such order and the resolution thereof or its
receipt of actual notice of the initiation or threat of any
proceeding concerning the effectiveness of the registration
statement.


 

3.7 The Company shall
permit the Investor and one (1) legal counsel, designated by the
Investor, to review and comment upon the Registration Statement and
all amendments and supplements thereto at least one (1) calendar
day prior to their filing with the SEC. However, any postponement
of a filing of a Registration Statement or any postponement of a
request for acceleration or any postponement of the effective date
or effectiveness of a Registration Statement by written request of
the Investor (collectively, the “Investor’s Delay”)
shall not act to trigger any penalty of any kind, or any cash
amount due or any in-kind amount due the Investor from the Company
under any and all agreements of any nature or kind between the
Company and the Investor. The event(s) of an Investor’s Delay
shall act to suspend all obligations of any kind or nature of the
Company under any and all agreements of any nature or kind between
the Company and the Investor.


 

3.8 At the request of
the Investor, the Company’s counsel shall furnish to the
Investor, within two (2) business days, an opinion letter
confirming the effectiveness of the registration statement. Such
opinion letter shall be issued as of the date of the effectiveness
of the registration statement, in a form suitable to the
Investor.


 

3.9 The Company shall
hold in confidence and not make any disclosure of information
concerning the Investor unless (i) disclosure of such information
is necessary to comply with federal or state securities laws, (ii)
the disclosure of such information is necessary to avoid or correct
a misstatement or omission in any Registration Statement, or (iii)
the release of such information is ordered pursuant to a subpoena
or other final, non-appealable order from a court or governmental
body of competent jurisdiction. The Company agrees that it shall,
upon learning that disclosure of such information concerning the
Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt written
notice to the Investor and allow the Investor, at the
Investor’s expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order covering
such information.


 

3.10 The
Company shall use all commercially reasonable efforts to maintain
designation and quotation of all the Registrable Securities covered
by any Registration Statement on the Principal Market. If, despite
the Company’s commercially reasonable efforts, the Company is
unsuccessful in satisfying the preceding sentence, it shall use
commercially reasonable efforts to cause all the Registrable
Securities covered by any Registration Statement to be listed on
each other national securities exchange and automated quotation
system, if any, on which securities of the same class or series
issued by the Company are then listed, if any, if the listing of
such Registrable Securities is then permitted under the rules of
such exchange or system. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this
Section 3.10.


 

3.11 The
Company shall cooperate with the Investor to facilitate the prompt
preparation and delivery the Registrable Securities to be offered
pursuant to the Registration Statement and enable such Registrable
Securities to be in such denominations or amounts, as the case may
be, as the Investor may reasonably request.


 




 








 






 

3.12 The
Company shall provide a transfer agent for all the Registrable
Securities not later than the effective date of the first
Registration Statement filed pursuant hereto.


 

3.13 If
requested by the Investor, the Company shall (i) as soon as
reasonably practical incorporate in a prospectus supplement or
post-effective amendment such information as the Investor
reasonably determines should be included therein relating to the
sale and distribution of Registrable Securities, including, without
limitation, information with respect to the offering of the
Registrable Securities to be sold in such offering; (ii) make all
required filings of such prospectus supplement or post-effective
amendment as soon as reasonably possible after being notified of
the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) supplement or make amendments
to any Registration Statement if reasonably requested by the
Investor.


 

3.14 The
Company shall use all commercially reasonable efforts to cause the
Registrable Securities covered by the applicable Registration
Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to
facilitate the disposition of such Registrable
Securities.


 

3.15 The
Company shall otherwise use all commercially reasonable efforts to
comply with all applicable rules and regulations of the SEC in
connection with any registration hereunder.


 

3.16 Within
three (3) business day after the Registration Statement which
includes Registrable Securities is declared effective by the SEC,
the Company shall deliver to the transfer agent for such
Registrable Securities, with copies to the Investor, confirmation
that such Registration Statement has been declared effective by the
SEC.


 

3.17 The
Company shall take all other reasonable actions necessary to
expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to the Registration Statement.


 



SECTION IV



OBLIGATIONS OF THE INVESTOR


 

4.1 At least five (5)
calendar days prior to the first anticipated filing date of the
Registration Statement, the Company shall notify the Investor in
writing of the information the Company requires from the Investor
for the Registration Statement. It shall be a condition precedent
to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable
Securities and the Investor agrees to furnish to the Company that
information regarding itself, the Registrable Securities and the
intended method of disposition of the Registrable Securities as
shall reasonably be required to effect the registration of such
Registrable Securities and the Investor shall execute such
documents in connection with such registration as the Company may
reasonably request. The Investor covenants and agrees that, in
connection with any sale of Registrable Securities by it pursuant
to the Registration Statement, it shall comply with the “Plan
of Distribution” section of the then current prospectus
relating to such Registration Statement.


 

4.2 The Investor, by
its acceptance of the Registrable Securities, agrees to cooperate
with the Company as reasonably requested by the Company in
connection with the preparation and filing of any Registration
Statement hereunder, unless the Investor has notified the Company
in writing of an election to exclude all of the Investor’s
Registrable Securities from such Registration
Statement.


 

4.3 The Investor agrees
that, upon receipt of written notice from the Company of the
happening of any event of the kind described in Section 3.6 or the
first sentence of 3.5, the Investor will immediately discontinue
disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until the
Investor’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3.6 or the first
sentence of 3.5.


 




 








 






 



SECTION V



EXPENSES OF REGISTRATION


 


All
legal expenses, other than underwriting discounts and commissions
and other than as set forth in the Equity Financing Agreement,
incurred in connection with registrations including comments,
filings or qualifications pursuant to Sections 2 and 3, including,
without limitation, all registration, listing and qualifications
fees, and printing fees shall be paid by the Company.


 



SECTION VI



INDEMNIFICATION


 


In the
event any Registrable Securities are included in the Registration
Statement under this Agreement:


 

6.1 To the fullest
extent permitted by law, the Company, under this Agreement, will,
and hereby does, indemnify, hold harmless and defend the Investor
who holds Registrable Securities, the directors, officers,
partners, employees, counsel, agents, representatives of, and each
Person, if any, who controls, any Investor within the meaning of
the 1933 Act or the Securities Exchange Act of 1934, as amended
(the “1934 Act”)
(each, an “Indemnified
Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs,
attorneys’ fees, amounts paid in settlement or expenses,
joint or several (collectively, “Claims”), incurred in
investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or
other regulatory agency, body or the SEC, whether pending or
threatened, whether or not an indemnified party is or may be a
party thereto (“Indemnified
Damages”), to which any of them may become subject
insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are
based upon: (i) any untrue statement or alleged untrue statement of
a material fact in the Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other
“blue sky” laws of any jurisdiction in which the
Investor has requested in writing that the Company register or
qualify the Shares (“Blue Sky
Filing”), or the omission or alleged omission to state
a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which
the statements therein were made, not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained
in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not
misleading, or (iii) any violation or alleged violation by the
Company of the 1933 Act, the 1934 Act, any other law, including,
without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the
Registrable Securities pursuant to the Registration Statement (the
matters in the foregoing clauses (I) through (iii) being,
collectively, “Violations”). Subject to the
restrictions set forth in Section 6.3 the Company shall reimburse
the Investor and each such controlling person, promptly as such
expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6.1: (I) shall
not apply to a Claim arising out of or based upon a Violation which
is due to the inclusion in the Registration Statement of the
information furnished to the Company by any Indemnified Person
expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement
thereto; (ii) shall not be available to the extent such Claim is
based on (a) a failure of the Investor to deliver or to cause to be
delivered the prospectus made available by the Company or (b) the
Indemnified Person’s use of an incorrect prospectus despite
being promptly advised in advance by the Company in writing not to
use such incorrect prospectus; (iii) any claims based on the manner
of sale of the Registrable Securities by the Investor or of the
Investor’s failure to register as a dealer under applicable
securities laws; (iv) any omission of the Investor to notify the
Company of any material fact that should be stated in the
Registration Statement or prospectus relating to the Investor or
the manner of sale; and (v) any amounts paid in settlement of any
Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the resale of the Registrable
Securities by the Investor pursuant to the Registration
Statement.


 




 








 






 

6.2 In connection with
any Registration Statement in which Investor is participating, the
Investor agrees to severally and jointly indemnify, hold harmless
and defend, to the same extent and in the same manner as is set
forth in Section 6.1, the Company, each of its directors, each of
its officers who signs the Registration Statement, each Person, if
any, who controls the Company within the meaning of the 1933 Act or
the 1934 Act and the Company’s agents (collectively and
together with an Indemnified Person, an “Indemnified Party”), against any
Claim or Indemnified Damages to which any of them may become
subject, under the 1933 Act, the 1934 Act or otherwise, insofar as
such Claim or Indemnified Damages arise out of or are based upon
any Violation, in each case to the extent, and only to the extent,
that such Violation is due to the inclusion in the Registration
Statement of the written information furnished to the Company by
the Investor expressly for use in connection with such Registration
Statement; and, subject to Section 6.3, the Investor will reimburse
any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Claim;
provided, however, that the
indemnity agreement contained in this Section 6.2 and the agreement
with respect to contribution contained in Section 7 shall not apply
to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Investor, which
consent shall not be unreasonably withheld; provided, further,
however, that the Investor shall only be liable under this Section
6.2 for that amount of a Claim or Indemnified Damages as does not
exceed the net proceeds to such Investor as a result of the sale of
Registrable Securities pursuant to such Registration Statement.
Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such Indemnified Party
and shall survive the resale of the Registrable Securities by the
Investor pursuant to the Registration Statement. Notwithstanding
anything to the contrary contained herein, the indemnification
agreement contained in this Section 6.2 with respect to any
preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary prospectus were corrected on a
timely basis in the prospectus, as then amended or supplemented.
This indemnification provision shall apply separately to each
Investor and liability hereunder shall not be joint and
several.


 

6.3 Promptly after
receipt by an Indemnified Person or Indemnified Party under this
Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a
Claim, such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying
party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying
party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified
Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the
Indemnified Person or Indemnified Party, the representation by
counsel of the Indemnified Person or Indemnified Party and the
indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel
in such proceeding. The indemnifying party shall pay for only one
(1) separate legal counsel for the Indemnified Persons or the
Indemnified Parties, as applicable, and such counsel shall be
selected by the Investor, if the Investor is entitled to
indemnification hereunder, or the Company, if the Company is
entitled to indemnification hereunder, as applicable. The
Indemnified Party or Indemnified Person shall cooperate fully with
the indemnifying party in connection with any negotiation or
defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably
available to the Indemnified Party or Indemnified Person which
relates to such action or Claim. The indemnifying party shall keep
the Indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding
affected without its written consent, provided, however, that the
indemnifying party shall not unreasonably withhold, delay or
condition its consent. No indemnifying party shall, without the
consent of the Indemnified Party or Indemnified Person, consent to
entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Party
or Indemnified Person of a release from all liability in respect to
such Claim. Following indemnification as provided for hereunder,
the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third
parties, firms or corporations relating to the matter for which
indemnification has been made. The failure to deliver written
notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such
action.


 




 








 






 

6.4 The indemnity
agreements contained herein shall be in addition to (I) any cause
of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any
liabilities the indemnifying party may be subject to pursuant to
the law.


 



SECTIONVII



CONTRIBUTION


 

7.1 To the extent any
indemnification by an indemnifying party is prohibited or limited
by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would
otherwise be liable under Section 6 to the fullest extent permitted
by law; provided, however, that: (I) no contribution shall be made
under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6;
(ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any seller of
Registrable Securities who was not guilty of fraudulent
misrepresentation; and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount
of proceeds received by such seller from the sale of such
Registrable Securities.


 



SECTION VIII



REPORTS UNDER THE 1934 ACT


 

8.1 With a view to
making available to the Investor the benefits of Rule 144
promulgated under the 1933 Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to
sell securities of the Company to the public without registration
(“Rule 144”), provided that the Investor holds any
Registrable Securities are eligible for resale under Rule 144, the
Company agrees to:


 




a.

make and keep
adequate current public information available, as those terms are
understood and defined in Rule 144;






 




b.

file with the SEC
in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act so long as the Company
remains subject to such requirements (it being understood that
nothing herein shall limit the Company’s obligations under
Section 5(c) of the Equity Financing Agreement) and the filing of
such reports and other documents is required for the applicable
provisions of Rule 144; and






 




c.

furnish to the
Investor, promptly upon request, (I) a written statement by the
Company that it has complied with the reporting requirements of
Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most
recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested to permit the Investor
to sell such securities pursuant to Rule 144 without
registration.






 




 








 







SECTION X



MISCELLANEOUS


 

9.1 NOTICES. Any notices or other
communications required or permitted to be given under the terms of
this Agreement that must be in writing will be deemed to have been
delivered (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided a confirmation of
transmission is mechanically or electronically generated and kept
on file by the sending party); or (iii) one (1) day after deposit
with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall
be:


 


	

If to
the Company:


 


 


 


 


 


With a
copy to :

	
 

	

Guided
Therapeutics, Inc. Attn: Gene Cartwright


5835
Peachtree Corners East


Suite
D


Norcross,
GA 30092


 


 


Guided
Therapeutics Inc.


Attn:
Mark Faupel


5835
Peachtree Corners East


Suite
D


Norcross,
GA 30092


 


 


	
 

	
 

	
 


	

If to
the Investor:

	
 

	

GHS
Investments, LLC


420
Jericho Turnpike, Suite 207Jericho, NY 11753


 







Each
party shall provide five (5) business days prior notice to the
other party of any change in address, phone number or facsimile
number.


 

9.2 NO WAIVERS. Failure of any
party to exercise any right or remedy under this Agreement or
otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.


 


 

9.3 NO ASSIGNMENTS. The rights and
obligations under this Agreement shall not be
assignable.


 

9.4 ENTIRE AGREEMENT/AMENDMENT.
This Agreement and the Registered Offering Transaction Documents
constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof. There are no
restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein and therein. This Agreement
and the Registered Offering Transaction Documents supersede all
prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof. The provisions of
this Agreement may be amended only with the written consent of the
Company and Investor.


 




 








 






 

9.5 HEADINGS. The headings in this
Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof. Whenever required by the
context of this Agreement, the singular shall include the plural
and masculine shall include the feminine. This Agreement shall not
be construed as if it had been prepared by one of the parties, but
rather as if all the parties had prepared the same.


 

9.6 COUNTERPARTS. This Agreement
may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts
shall constitute but one and the same instrument. This Agreement
may be executed by facsimile transmission, PDF, electronic
signature or other similar electronic means with the same force and
effect as if such signature page were an original
thereof.


 

9.7 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.


 

9.8 SEVERABILITY. In case any
provision of this Agreement is held by a court of competent
jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided,
if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining
provisions of this Agreement will not in any way be affected or
impaired thereby.


 

9.9 LAW GOVERNING THIS AGREEMENT.
This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada without regard to principles
of conflicts of laws. Any action brought by either party against
the other concerning the transactions contemplated by this
Agreement shall be brought only in the federal courts located in
New York City, New York. 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 parties executing this
Agreement and other agreements referred to herein or delivered in
connection herewith on behalf of the Company agree to submit to the
in personam jurisdiction of such courts and hereby irrevocably
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 or any other
Registered Offering Transaction Documents 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.


 

9.10 NO
THIRD PARTY BENEFICIARIES. This Agreement is intended for
the benefit of the parties hereto and is not for the benefit of,
nor may any provision hereof be enforced by, any other person,
except that the Company acknowledges that the rights of the
Investor may be enforced by its general partner.


 



[Signature page follows]


 




 








 






 

 


 


Your
signature on this Signature Page evidences your agreement to be
bound by the terms and conditions of the Registration Rights
Agreement as of the date first written above. The undersigned
signatory hereby certifies that he has read and understands the
Registration Rights Agreement, and the representations made by the
undersigned in this Registration Rights Agreement are true and
accurate, and agrees to be bound by its terms.


 


GHS
INVESTMENTS, LLC.


 


 


By:
_________________________________


Name:


Title:
Member


 


 


GUIDED
THERAPEUTICS, INC.


 


 


By:
__________________________________


Name:


Title:


 


 


 


 



[SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT]