gthp_ex1035





 





 

 Exhibit 10.35








 UNSECURED
PROMISSORY NOTE (the "Note")


FROM:
Guided Therapeutics, Inc. (the "Issuer")


TO:
REV ROYALTY INCOME AND GROWTH TRUST (the "Holder")


AMOUNT:
65,500 CAD $ (the " Principal')


LOAN
ORIGINATION FEE: 8% of Above Total DATE: 1 July, 2019


 


1. Indebtedness.
For value received, the Issuer promises to pay to, or to the order of, the Holder
an amount equal to the Principal in lawfu l money of Canada in
immediately available funds at the Holder's Address (or as the
Holder may otherwise designate in writing from time to time) in the
manner provided in this Note, together with interest and other
monies that the Issuer may owe from time to time under this
Note.


2. Interest.
The Issuer shall pay the Holder interest ("Interest") on the amount
of the Principal outstanding from time to time from the Issue Date
at the rate of 16% per annum, calculated and paid monthly in
arrears on the last business day of each successive month starting
with the first payment of interest on the last business day of the
calendar month following the date hereof (the "First Interest
Payment Date"), with interest on overdue Interest at the same rate.
The first Interest payment will consist of accrued interest from
the Issue Date until the end of the calendar month in which the
Issue Date occurs. Following maturity, demand, default, or judgment
and until actual payment in full, Interest shall be paid at the
rate of 19% per annum, calculated and payable on the first day of
each calendar month.


3. Term.
The initial term of this Note,will terminate on September 1 1,2019
(the "Term").


4. Prepayment.
The Issuer may prepay the Principal and any accrued and unpaid
Interest thereon in whole at one time or in part from time to time
and prior to the Maturity Date, with the penalty payment of
three-months of Interest.


5. Application
of Payments. The Holder shall apply any amount paid in satisfaction
of any indebtedness under this Note first against any accrued and
unpaid Interest and second against the outstanding
Principal.

6. Definitions.
In addition to the terms defined throughout the Note, the following
definitions apply "Business Day" means a day other than a Saturday,
a Sunday, or any other day on which the principal chartered banks
located in Toronto, Ontario are not open for business.


"Notice" means any
notice, request, direction, or other document that a party can or
must make or give under this Note.


"Person" includes
any individual, and any corporation, company, partnership,
governmental body, joint venture, association, trust, or any other
entity.


7.
Waiver -Specific Items. The Issuer waives presentment for payment,
demand, protest, Notice of any kind, and statutory days of grace in
connection with this Note. The Issuer agrees that it is not
necessary for the Holder to first bring legal action in order to
enforce payment of this Note.


8.
Representations and Warranties. The Issuer represents and warrants
to the Holder, acknowledging that the Holder is relying on these
representations and warranties, that:


(a) Existence. The Issuer is a corporation incorporated under and
existing under the laws of the State of Delaware, USA
...


(b) Power and Capacity.
The Issuer has the corporate power and
capacity, and holds all permits and other authorizations necessary,
to own, lease, and operate its properties, to incur the obligations
owing hereunder and to conduct its business, including the business
of the Issuer, as now carried on by it, and to enter into, deliver,
and perform its obligations under this Note.


(c) Due Authorization.
All necessary corporate action by the
Issuer have been taken to authorize the execution, delivery and
performance by the Issuer of this Note.


 


 




 

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(d) Binding Obligations.
This Note constitutes a binding
obligation of the Issuer, enforceable against the Issuer in
accordance with its terms.


(e) No Breach.
None of the signature and delivery of
this Note, or the payment, observance, or performance of the
obligations owing hereunder, do or will:


(i)
conflict with or result in a breach or violation of any of the
terms of, or constitute a default under:


 


A any
statute or other law that applies to it;


B. the
Issuer's articles, by-laws, or unanimous shareholders
agreement;


C. any
agreement to which it is a party or by which it is bound; or
[


D. any
judgment or other order that binds it or its assets;


(ii)
result in the creation of, or require the Issuer to create, any
Encumbrance in favour of any person other than as explicitly
contemplated herein; or


(iii)
result in or permit the acceleration of the maturity of any
indebtedness or other obligation of the Issuer.


(I) Negative Pledge.
The Issuer will not enter into any
issuance of other debt without the consent of the Holder and will
only enter into the issuance of the common shares and convertible
debentures in the amounts and prices set forth in Annex A
hereto.


(g) Use of Proceeds.
The Issuer will use the proceeds of
the Note strictly in the amounts for the purposes set forth in
Annex B hereto.


(i) Reporting. The Issuer will provide written confirmation
of


 


(h)
Bankruptcy, Etc. No
proceedings have been taken or authorized by the Issuer or,
to


its
knowledge, by any other Person relating to the bankruptcy,
insolvency, liquidation,


dissolution, or
winding up of the Issuer.


9.
Warrants. As additional consideration, the Holder will receive
warrants to purchase one common share of the Issuer for each
warrant held in the aggregate amount of 215,000 warrants at an
exercise price of $0.25 per warrant, or alternatively, the same
price as for warrants granted to investors as part of a financing
of the Company. subject to adjustment and exercisable within 3
years from issuance (the "Initial Warrants"). In the event that the
common shares of the Issuer are not listed on the TSX Venture
Exchange pursuant to the "Transaction" on or prior to September 1 ,
2019, an additional 100,000 warrants will be issued at an exercise
price equal to the lesser of $0.25 or the price of the next
issuance of common shares of the Issuer (the "Revised Exercise
Price"). Further, the exercise price of the Initial Warrants will
adjust to the Revised Exercise Price has stated
herein.


10.
Security. The obligations of the Issuer hereunder are
unsecured.


11 .
Event of Default. Except as
expressly permitted hereunder, the occurrence of anyone or more of
the following events, after all applicable grace periods have
expired (any such event being an "Event of Default") shall
constitute a default hereunder:


(a)
If the Issuer defaults in payment of the Principal due under this
Note when due and payable;


(b)
if the Issuer defaults in payment of the interest due under this
Note when due and payable and such default continues for a period
of ten (10) Business Days;


(c)
any representation or warranty made by the Issuer in this Note or
in the Agreement shall prove to have been incorrect when made , in
any material respect;


(d)
if the Issuer ceases to carry on business;


(e)
if, without the prior written consent of the Holder, the Issuer
undergoes a change of control;


(f)
if a decree or order of a court of competent jurisdiction is
entered adjudging the Issuer a bankrupt or insolvent or approving
as properly filed a petition seeking the winding-up,
reorganization, reconstruction or arrangement of Issuer under
the


 



 

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Companies' Creditors Arrangement Act
(Canada), the Bankruptcy and
Insolvency Act


(Canada), the
Winding-Up Act (Canada) or
any other bankruptcy, insolvency or analogous laws or ordering the
winding up or liquidation of its affairs, or appointing a trustee,
receiver, receiver and manager, interim receiver, custodian,
liquidator or other person with similar powers of the Issuer or any
substantial part of its assets or interest;


(g) if
the Issuer makes any assignment in bankruptcy or makes any other
assignment for the benefit of creditors, makes any proposal under
the Bankruptcy and Insolvency
Act (Canada) or any comparable law, seeks relief under the
Companies' Creditors Arrangement
Act (Canada), the Winding-Up Act (Canada) or any other
bankruptcy, insolvency or analogous law, is adjudged bankrupt,
files a petition or proposal to take advantage of any act of
insolvency, consents to or acquiesces in the appointment of a
trustee, receiver, receiver and manager, interim receiver,
custodian, sequestrate or other person with similar powers of
itself or of all or any substantial portion of its assets, or files
a petition or otherwise commences any proceeding seeking any
reorganization, arrangement, composition or readjustment under any
applicable bankruptcy, insolvency, moratorium, reorganization or
other similar law affecting creditors' rights or consents to, or
acquiesces in, the filing of such a petition; or


 


(h) if
proceedings are commenced for the dissolution, liquidation or
winding-up of the Issuer or for the suspension of the operations of
the Issuer unless such proceeds are being actively and diligently
contested in good faith.


 


12.
Acceleration. When an Event of Default occurs and is continuing,
the full unpaid balance of the Principal and all accrued and unpaid
Interest will, at the Holder's option, become immediately due and
payable upon demand.


13.
Expenses. At the Holder's request, the Issuer shall pay all
reasonable and necessary expenses that the Holder incurs (including
the Holder's reasonable legal expenses and other direct
out-of-pocket expenses) in connection with the issuance, protection
and enforcement of the Holder's rights under this Note, together
with Interest after demand in accordance with section 2 above.
Notwithstanding the foregoing, the Holder agrees that the Issuer
shall not pay any expenses incurred by the Holder in the
negotiation by the Holder or its advisers in the Note or the
subscription agreement with respect to the Note.


14.
Assignment. This Note may not be assigned by the Issuer or the
Holder without the prior written consent of the other
party.


15.
Waiver -General. No waiver of satisfaction of a condition or
non-performance of an obligation under this Note is effective
unless it is in writing and signed by the Holder. No waiver under
this section affects the exercise of any other rights under this
Note.


16.
Governing Law. The laws of Ontario and the laws of Canada
applicable in Ontario, excluding any rule or principle of conflicts
of law that may provide otherwise, govern this Note.


17.
Jurisdiction. The parties irrevocably attorn to the jurisdiction of
the courts of Ontario, which will have non-exclusive jurisdiction
over any matter arising out of this Note.


18.
Notice. To be effective, a notice (the "Notice') must be in writing
and delivered (a) personally, either to the individual designated
below for that party or to an individual having apparent authority
to accept deliveries on behalf of that individual at its address
set out below, (b) by registered mail, or (c) by electronic mail,
to, in the case of the Issuer, the address or electronic mail
address set out below, in the case of the Holder, to the Holder's
Address, or, in either case, to any other address or electronic
mail address for a party as that party from time to time designates
to the other parties in the same manner.


 




 

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In the
case of the Issuer to:


Attention: Mark L.
Faupel


Chief Operating Officer


Guided
Therapeutics, Inc.


In the
case of the Holder to:


Dan
Pembleton


Accilent Capital
REV ROYALTY INCOME AND GROWTH TRUST


Any
Notice is effective (i) if personally delivered, as described
above, on the day of delivery if that day is a Business Day and it
was delivered before 5:00 p.m. local time in the place of receipt
and otherwise on the next Business Day, (ii) if sent by registered
mail, on the fourth Business Day following the day on which it is
mailed, except that if at any time between the date of mailing and
the fourth Business Day thereafter there is a disruption of postal
service then Notice must be given by means other than mail, or
(iii) if sent by electronic mail, on the Business Day following the
day of transmission.


19. Severability. The invalidity or
unenforceability of any particular provision of this Note will
not affect or limit the validity or enforceability of the
remaining provisions


20.
Further Assurances. The Issuer, at its expense and at the Holder's
request, shall sign (or cause to be signed) all further documents
or do (or cause to be done) all further acts and provide all
reasonable assurances as may reasonably be necessary or desirable
to give effect to this Note. [J


21.
Binding Effect. This Note ensures to the benefit of and binds the
parties' respective heirs, executors, administrators, and other
legal representatives, successors, and permitted
assigns.


22.
Amendment. This Note may only be amended by a written document
signed by each of the parties.


 


The
Issuer has executed this Note on the above-written
date.


/s/Mark
Faupel, COO


Mark
L. Faupel


COO


 


 


 




 

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