gthp_ex1052





 







Exhibit 10.52



EXCHANGE AGREEMENT


THE EXCHANGE AGREEMENT
(this "Agreement") is made and entered
into effective as
of the 30th
day of December, 2019,
by and between GUIDED THERAPEUTICS,
INC., a
Delaware corporation
(the "Company")
and the undersigned
creditor
of the
Company
(the "Creditor").


WHEREAS, the
Creditor
is the
payee of
certain obligations
owed to the
Creditor
by the Company as
set forth on Exhibit
A
hereto
(the "Obligations");


WH EREAS,
in satisfaction in
full of the
Obligations, which may include both cash and
associated warrants to
purchase the Company's
common stock,
the Creditor
is willing to
accept certain
new
securities
of the
Company as set
forth on Exhibit B hereto (the "Securities")
and such
transaction, the "Exchange", thereby
forfeiting any rights
to warrants or
other
equity
associated with such
Obligations;


WHEREAS, the
Exchange
is being
made in reliance upon the exemption
from registration
provided by Section 4(a)(2)
of the Securities
Act; and


WH EREAS,
the Company
and the Creditor
desire to enter
into this Agreement
to
evidence and set
forth the terms of
the exchange of the
Securities for and in
satisfaction
of the Obligations;


NOW,
THEREFORE, in
consideration of the
mutual covenants
herein
contained,
and intending to
be legally bound
hereby,
the parties hereto,
being duly sworn,
do covenant, agree
and certify as follows:


I. Recitals. The parties hereto acknowledge and agree that
the foregoing
recitals are
true and accurate
and constitute part of
this Agreement to
the same extent
as if contained in the
body hereof.


2. Definitions. In
addition to the
terms defined
elsewhere
in this
Agreement: (a) capitalized terms
that are not otherwise defined herein have the meanings given
to such
terms in the
Obligations
(as defined herein), and
(b) the following terms have
the meanings
set forth in this
Section I. I
:


"Affiliate" means
any Creditor
that, directly
or indirectly
through one or
more intermediaries,
controls or is
controlled by or is
under
common control with
a Creditor,
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.


"Common
Stock" means
the common stock of
the Company,
par
value
$0.00 I per share,
and any
other class of
securities
into which such
securities
may hereafter be
reclassified
or changed.


 


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


 


"Liens"
means a lien,
charge, pledge,
security
interest, encumbrances, right
of first
refusal,
preemptive right or other restriction.


"Creditor" 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.


"Securities" has the meaning set forth in
the Preamble of
this Agreement.


 


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


3. Exchange and Satisfaction.
The Obligations are
hereby surrendered
by the Creditor
and exchanged for the Securities and
other considerations according to
the following
terms and
conditions.


a. As of
December 7, 2019,
the Creditor currently holds unsecured notes with Company in
the amount of
$400,417, including both principal and
interest,. Both the Company and Creditor
wish to continue
their relationship under
mutually agreeable
terms.


b. In
lieu of agreeing
to dismiss the
entire amount of what
the Creditor
is currently owed by the Company, the
Creditor agrees to accept in exchange 1,699,255 shares
of the Company's
Stock and warrants to purchase
the Company's common shares,
pursuant to a
separate warrant agreement to be executed
once the Company
has successfully completed a new financing
as defined in Section 3c. below. The schedule
of warrants to purchase
common shares of
Guided Therapeutics is listed
below:


 


	

(i)

	

Warrants to purchase 1,497,367 shares at
$0.20 (twenty cents) each.


	

(i i)

	

Warrants to
purchase 100,944 shares
at $0.25 (twenty-five cents)
each.


	

(iii)

	

Warrants to purchase 100,944
shares at $0.75 (seventy-five cents)
each.







 



 

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All warrants will be exercisable immediately upon issuance and will expire after three years.
Warrants will not
have a cashless exercise
provision
unless they are not
registered
within six (6) months
of issuance.


c. Both parties agree that the exchange of
debt for equity contemplated by this
Agreement shall occur once the Company
has successfully
raised
a minimum of one
million dollars
($1 ,000,000) in a
new financing.


d.
A 10% blocker shall
be effected such
that the Creditor
agrees to restrict
its holdings
of the Company's Common Shares to
less than 10%
of the total
number of the
Company's outstanding common shares
at one point in time.


 


4. Representations and Warranties
of the Company. The
Company
hereby makes
the following representations and
warranties to Creditor:


(a) Authorization; Enforcement. The
Company has the
requisite corporate
power and authority
to enter into
and to consummate
the transactions
contemplated
by this Agreement
and otherwise to
carry out
its obligations hereunder. The
execution and delivery of
this Agreement 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. This Agreement
have 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 obligations
of the Company
enforceable against
the Company
in accordance with their 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) Issuance
of the Securities. The
Securities are
duly authorized and,
when issued and paid for in
accordance with this
Agreement, will
be duly and validly
issued, fully paid and nonassessable, free
and clear of all Liens
imposed by
the Company. The
shares of
Common Stock underlying
the Securities (if any),
when issued in accordance
with the terms of
the Securities, will be validly issued,
fully paid
and nonassessable,
free and clear of all
Liens imposed by the Company other than restrictions on
transfer
required by law.


 


5. Representations and
Warranties of
the Creditor. Creditor
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) Own Account. Creditor
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
the 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
Creditors 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 Creditor's right to
sell the Securities pursuant to the
Registration Statement or otherwise in compliance with applicable federal and
state securities
laws). The Creditor
is acquiring the
Securities hereunder in the
ordinary course of its
business.


(c) Creditor's Status. At the time
the Creditor was offered
the Securities,
it was, and as of the
date hereof it
is, an "accredited
investor" as
defined in Rule 501 (a) under the Securities Act.


(d) Experience of Creditor. Creditor, 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 Creditor 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.


 




1.

Release. The Creditor acknowledges and agrees that it shall have
no further rights or
interest in, and
shall not receive
any further consideration, payment or distribution of any kind
with respect to,
the Obligations. In such
regard, the Creditor
hereby waives,
relinquishes, remises
and releases
all rights,
claims, interests or
liabilities, known
and unknown, of any nature
whatsoever in law
or equity
which the Creditor may
previously have had
or may now or
hereafter have as against or to receive
from the Company arising out of, resulting
from or relating to the Obligations or any rights or
interest
of the Creditor with respect
thereto.








2.

Transfer Restrictions. 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 under the Securities Act, to the Company
or to an Affiliate of a
Creditor,
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 Securities under the Securities Act. As a condition of transfer,
any such
transferee
shall agree in writing to be bound by
the terms of
this Agreement.
The Creditors
agree to the imprinting
of a legend
on any of the Securities in the
following form:






 


[NEITH
ER) THIS SECURITY [NOR
THE SECURITIES
INTO WHICH THIS SECURITY IS
[EXERCISABLE) [CONVERTIBLE))
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 SECURITI ES
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)
[CONVERSION) OF TH
IS SECURITY)
MAY BE PLEDGED IN CONNECTION
WITH A BONA FlDE
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.


 



 

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8. Further
Assurances. The Creditor shall
hereafter, without further consideration, execute
and deliver promptly to the
Company such
further consents, waivers, assignments, endorsements
and other documents and instruments, and
to take all such further actions,
as the Company may from time
to time reasonably
request with
respect to the
exchange and satisfaction
of the Obligations Interest and
the consummation in
full thereof.


9. Successors and Assigns. This
Agreement is binding
upon, and shall inure to the benefit of, the
parties hereto and their
respective successors
and assigns.


 


10.
Counterparts.
This Agreement may be executed in
multiple counterparts, each of
which shall be
deemed an original and all of
which, when taken together, shall
constitute one
and the same instrument.


 


IN WITNESS WHEREOF, the parties hereto
have affixed
their hands and
seals
by signing
this Agreement as of the day and
year first above written.


[Signatures on Following Page]


 


 




 

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Company:



GUIDED THERAPEUTICS, INC.


 


  By:
/s/ Gene S. Cartwright


  Name: Gene Cartwright


  Title: CEO


 



CREDITOR:


By:
/s/ John Imhoff


Name:
John Imhoff, MD


 




 

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