gthp_ex1051





 







Exhibit 10.51



EXCHANGE AGREEMENT


THE EXCHANGE GREEMENT (this "Agreement")
is made
and entered
into effective as
of the 30 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,
encumbrance,
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.


 




 

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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 $305,320,
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
1,167,630
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
928,318
shares at
$0.20
(twenty
cents)
each.


	

(ii)

	

Warrants
to purchase
11 9,656 shares
at $0.25
(twenty-five
cents)
each.


	

(iii)

	

Warrants
to purchase
11 9,656
shares at
$0. 75
(seventy-five
cents)
each.







 




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.


 




 

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(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 TNTO WHICH
THIS SECURITY
IS
[EXERCISABLE] [CONVERTIBLE]]
HAS [NOT] BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMM ISSION OR THE
SECURITIES COMM
ISS ION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE
SECURITIES ACT OF
1933, AS
AMENDED (THE "SECURITIES
ACT"), AND,
ACCORDTNGL Y, MAY NOT BE
OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR TN 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 THIS
SECURITY] MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FTNANCIAL TNSTITUTION THAT IS AN
"ACCREDITED INVESTOR"
AS DEFTNED TN RULE 50 1(a)
UNDER THE SECURITIES ACT
OR OT HER
LOAN SECURED BY SUCH
SECURITIES.


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.




1.

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








2.

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/ Richard Blumberg


Name:
Richard Blumberg


 


 




 

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