gthp_ex1024





  Exhibit 10.24







 


 PROMISSORY NOTE


 


	
Original Issuance Date: August 22,
2018

	
 Principal
Amount: $150,000.00






                                                                                                               








THIS
PROMISSORY NOTE is duly authorized and validly Note of Guided
Therapeutics, Inc., a Delaware corporation, (the "Company"), having
its principal place of business at 5835 Peachtree Comers East,
Suite D, Norcross, Georgia 30092.


 


FOR
VALUE RECEIVED, the undersigned promises to pay to the Flynn D.
Case Living Trust, Flynn


D.
Case signing as trustee, with an address of P.O. Box 5639, Salem,
Oregon, 97304 ("Holder") the principal sum of $150,000.00 plus a
$7,500.00 loan origination fee for a total of ONE HUNDRED FIFTY
SEVEN THOUSAND FIVE HUNDRED DOLLARS AND no CENTS ($157,500.00) in
lawful money of the United States of America at such place as
Holder may designate in writing. The note shall earn 6% interest
per annum payable to the Holder in quarterly installments beginning
90 days after funds are received by the Company for any amount of
the principle plus loan origination fee that is
unpaid.


 


The
entire unpaid principal balance on this Promissory Note (this
''Note''), together with all accrued and unpaid interest and loan
origination fees, if any, at the choice of the Holder, shall be due
and payable in full from the funds received by the Company from a
financing of at least $2,000,000.00 DOLLARS (two million U.S.
dollars, zero cents) or, at the option of the Holder, to be
included as part of the Company's financing under the same terms as
the new investors with the most favorable terms making a cash
investment. If the Company does not complete a financing of at
least two million dollars within 90 days of the execution of this
Promissory Note, any unpaid amounts shall be due in full to the
Holder and shall accrue interest at 12% (instead of 6%) per annum
from the date thereof (90 days after execution), if not paid in
full.


 


Whether or not the Holder of this Note converts
the note into the next Company financing, the Holder shall be
granted 10 (ten) warrants for each dollar of the Principle Amount
loaned to the Company (or $1,500,000 warrants) under this
Promissory Note. The warrants shall be issued and vest upon the
financing of at least $2,000,000.00 DOLLARS ("2 million dollars")
and expire on the third anniversary of said financing. The warrant
exercise price shall be set at the same price as for warrants
granted to the investors with the most favorable terms as part of
any $2 million dollars or more financing. of the
Company or $0.25, whichever is lower. The warrants shall have
standard anti-dilution features to protect the holder from dilution
due to down rounds off financing.


 


All
parties to this Note, including maker and any sureties, endorsers,
or guarantors, hereby waive protest, presentment, notice of
dishonor, and notice of acceleration of maturity and agree to
continue to remain bound for the payment of principal, interest and
all other sums due under this Note, notwithstanding any change or
changes by way of release, surrender, exchange, modification or
substitution of any security for this Note or by way of any
extension or extensions of time for the payment of principal and
interest, if any; and all such parties waive all and every kind of
notice of such change or changes and agree that the same may be
made without notice or consent of any of them.


 


This
Note shall be governed by, and construed in accordance with, the
laws of the State of Georgia, regardless of laws that might
otherwise govern under applicable principles of conflicts of
law.


 


IN
WITNESS WHEREOF, the undersigned has caused this instrument to be
duly executed the day and year first above written.


 




 








 










 



GUIDED THERAPEUTICS, INC.



By: /s/ Gene S. Cartwright



Name: Gene S. Cartwright



Title: CEO