gthp_ex1017





  Exhibit 10.17







 


 SECURITIES PURCHASE
AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the
"Agreement"), dated as of March 12,
2018, by and between Guided
Therapeutics, Inc.,
a Delaware corporation, with
headquarters located
at 5835 Peachtree Comers
East, Suite D, Norcross, GA
30092, (the "Company"), and
EAGLE EQUITIES,
LLC, a Nevada limited
liability company, with its address at
91 Shelton Ave, Suite107,
New Haven, CT 06511 (the
"Buyer").


 


 



WHEREAS:


 


A. The Company and the Buyer are
executing and
delivering this Agreement
in reliance upon
the exemption from securities registration afforded by the rules and regulations as promulgated
by the United States
Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933,
as amended (the "1933 Act");


 


B. Buyer desires to purchase and the Company desires to issue and
sell, upon the
terms and conditions set forth
in this Agreement three 8% convertible
notes of the Company,
in the forms attached hereto as Exhibit
A, B and C in the aggregate principal amount of $200,000.01
(comprised of the
first note being in the amount
of $66,666.67, and the
remaining two notes
in the amounts of $66,666.67 each,
each a "Back End Note") (together with any
note(s) issued in replacement
thereof or as a dividend thereon or otherwise with respect thereto
in accordance with the terms thereof,
the "Note"), convertible into shares of
common stock,
of the Company (the
"Common Stock"), upon
the terms and subject
to the limitations and
conditions set forth in
such Note. Each
of the three notes shall contain a 10%
OID such that the purchase price of the
notes shall be $60,000.00 each. The first of the
three notes (the
"First Note") shall
be paid for by
the Buyer as set
forth herein.
Each $66,666.67 Back End Note
shall initially be paid
for by the issuance
of an offsetting
$60,000.00 secured note issued to the Company by
the Buyer (a "Buyer
Note"), provided
that prior to conversion
of a particular Back End
Note, the Buyer must have paid
off that particular Buyer Note in
cash such
that the particular
Back End Note may
not be
converted until it has been
paid for in cash by
Buyer.


 


C. The Buyer wishes
to
purchase, upon the
terms and conditions stated in this Agreement, such principal
amount of Note as
is set forth
immediately below its
name on the signature
pages hereto;and


 


NOW THEREFORE,
the Company and the Buyer
severally
(and not jointly) hereby
agree as follows:


 


1.
Purchase and Sale of
Note.


 


a. Purchase of Note. On each
Closing Date (as defined
below), the Company shall issue
and sell
to the Buyer and the Buyer
agrees to purchase from the Company such
principal amount of Note
as is set
forth immediately
below the Buyer's name on
the signature
pages hereto.


 


b. Form
of Payment. On the
Closing Date (as defined
below), (i) the
Buyer shall pay the purchase price for the First Note to
be issued and
sold to it at the Closing (as defined below) (the "Purchase Price") by wire
transfer of immediately available funds to the Company, in
accordance with
the Company's written wiring instructions, against delivery of the First Note in the
principal amount equal
to the Purchase Price as is set forth
immediately below the Buyer's name on the signature pages hereto,
and (ii) the Company
shall deliver
such duly executed First
Note on behalf of the Company, to
the Buyer, against delivery of
such Purchase Price.


 


c. Closing Date. The date and time
of
the first issuance
and sale
of the
First Note pursuant to this Agreement
(the
"Closing Date") shall be on or about March 12, 20 I 8, or such other mutually
agreed
upon time. The
closing of the transactions contemplated by this Agreement (the "Closing") shall
occur on
the Closing
Date at
such
location
as
may be agreed
to
by the parties.
The subsequent closing of each Back
End Note shall
occur on or
before the date specified in the Buyer Note. The Company may
reject
the
closing of the
back end financing by giving the Buyer written
notice at least 30 days prior to the 6 month
anniversary of the
Notes of its intent to reject the funding of each of the
Buyer
Notes.
In
such
base both the
Buyer
Notes and
Back End Notes shall be
terminated.


 


2. Buyer's Representations and Warranties. The Buyer
represents and warrants
to the Company
that:


 


a. Investment Purpose. As of the date hereof, the
Buyer is purchasing the Notes and the
shares of Common Stock issuable upon conversion of or otherwise pursuant to the Notes, such shares of Common Stock
being collectively
referred to herein as the
"Conversion Shares" and,
collectively with the Notes,
the "Securities") for its own
account and not
with a present view towards
the public sale
or distribution
thereof, except pursuant to
sales registered
or exempted from registration under the 1933 Act;provided,
however, that by
making the representations herein, the
Buyer does not agree to hold any of the Securities for any
minimum or other specific term and reserves the
right to dispose of the
Securities at any time in
accordance with or pursuant to a registration statement or
an exemption
under the 1933
Act.


 




b. Accredited Investor Status.
The Buyer is an "accredited
investor" as
that term is
defined in Rule 50l(a)
of Regulation D (an "Accredited Investor"). Any
of Buyer's
transferees, assignees, or
purchasers
must be "accredited investors" in order to
qualify as prospective
transferees, permitted
assignees in the
case of Buyer's or Holder's transfer, assignment or sale of
the Note.

 




 

1







 






 


c. Reliance
on Exemptions. The Buyer
understands
that the Securities are
being offered and sold
to it in reliance upon specific exemptions
from the registration
requirements of United
States federal
and state securities
laws and that the Company
is relying
upon the truth and accuracy of, and the Buyer's
compliance with, the representations, warranties, agreements, acknowledgments and
understandings
of the Buyer
set forth herein
in order to determine the
availability of such exemptions
and the eligibility
of the Buyer to acquire the Securities.


 


d. Information. The Buyer and its advisors, if
any, have been, and for so long as
the Note remain
outstanding will continue to
be, furnished with all materials relating to the
business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have
been
reasonably requested by the Buyer or
its advisors. The
Buyer and its advisors, if any,
have been, and
for so long as the Note remain outstanding will continue
to be, afforded the opportunity to ask questions
of the Company.
Notwithstanding the foregoing,
the Company has
not disclosed to the Buyer any
material nonpublic
information and will not disclose such
information unless such information is disclosed to the public
prior to or promptly following such disclosure to
the Buyer or Buyer agrees
to be subject to a nondisclosure agreement in form and substance
reasonably satisfactory to
the Company. In no
event shall the
Company be forced to disclose such information publicly solely
by reason of the Buyer's request for
such information. Neither
such inquiries nor any other due
diligence investigation conducted by Buyer or any of
its advisors or representatives
shall modify, amend or
affect Buyer's right to
rely on the Company's representations and warranties contained in Section 3
below. The Buyer understands that its investment in the
Securities involves a significant degree of risk. The Buyer is not aware of any
facts that may constitute a breach of any of the
Company's representations and warranties made
herein.


 


e. Governmental Review. The Buyer understands that
no United States federal or state
agency or any other
government or governmental agency has passed upon or made any
recommendation or endorsement of
the Securities.


 


f. Transfer or Re-sale.
The Buyer understands that
(i) the sale
or re-sale of the Securities
has not been
and is not being registered under the
1933 Act or any applicable state securities
laws, and the Securities may not be transferred unless
(a) the Securities are sold
pursuant to an effective registration statement under the 1933 Act, (b)
in the case of subparagraphs (c), (d) and (e) below, the
Buyer shall have delivered to
the Company, at
the cost of the
Buyer, an opinion
of counsel that shall
be in form,
substance and scope customary for opinions of counsel
in comparable transactions (an "Opinion of Counsel")
to the effect
that the Securities to be sold or transferred may be sold,
or transferred pursuant to an exemption from such registration, including
the removal of any
restrictive legend
which opinion
shall be
accepted by the Company, (c) the Securities are sold
or transferred to an
"affiliate" (as
defined in Rule 144 promulgated under the 1933 Act (or
a successor rule) ("Rule 144") of the Buyer who
agrees to sell
or otherwise transfer the Securities only in accordance with this Section 2(f) and who
is an Accredited Investor, (d) the
Securities are sold pursuant to Rule 144, or (e) the
Securities are sold
pursuant to Regulation
Sunder the 1933
Act (or a successor rule) ("Regulation S");(ii) any
sale of such Securities made in
reliance on Rule 144 may be made only in accordance
with the terms of said Rule and
further, if said
Rule is not applicable,
any re-sale of such Securities
under circumstances
in which the seller (or the
person through whom
the sale
is made) may be deemed to
be an underwriter (as that term is
defined in the 1933
Act) may require compliance
with some other
exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii)
neither the Company nor
any other person is under any obligation to register such
Securities under the
1933 Act
or any state
securities laws or to comply
with the terms and conditions ofany
exemption thereunder (in each case). Notwithstanding
the foregoing or
anything else contained herein to the contrary, the
Securities may be pledged
as collateral in
connection
with a bona fide
margin account or other lending arrangement.


 


g. Legends.
The Buyer understands
that the Note and, until such time as the Conversion
Shares have been
registered under the 1933 Act or otherwise may be sold pursuant to
Rule 144 or Regulation S without any restriction
as to the number of
securities as of a particular
date that can
then be immediately
sold,
the Conversion Shares
may bear a restrictive legend in
substantially the
following form (and a stop-transfer
order may be placed
against transfer of the certificates
for such Securities):


“NEITHER
THE ISSUANCE AND SALE OF
THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WIDCH THESE
SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT
OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED
(I)
IN THE
ABSENCE OF
(A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OF 1933,
AS AMENDED,
OR
(B) AN OPINION OF
COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER),
IN
A GENERALLY
ACCEPTABLE
FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING,
THE SECURITIES MAY
BE PLEDGED IN
CONNECTION
WITH
A
BONA
FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES."


 


The legend set forth above shall
be removed and the Company shall
issue a certificate without
such legend to the
holder of any Security upon which it is
stamped, if,
unless otherwise required
by applicable state securities laws,
(a) such Security is
registered for sale under an
effective registration statement filed under the
1933
Act or otherwise may be sold
pursuant to Rule 144 or Regulation S without any restriction
as to the number
of securities as of
a particular date that can then
be immediately sold, and (b)
such holder
provides the Company with an Opinion of Counsel,
to the effect that a public sale
or transfer of such Security
may be made without registration under
the 1933 Act, and that legend
removal is
appropriate, which opinion shall
be accepted by
the Company so that the sale or transfer is effected. The Buyer agrees to sell
all Securities, including those represented by a
ce1tificate(s) from which the legend bas been removed,
in compliance with applicable prospectus
delivery requirements, if
any. In the event that
the Company does not accept such
Opinion of Counsel
provided
by the Buyer with respect
to the transfer
of Securities pursuant to an exemption from registration,
such as Rule 144 or
Regulation S, within
2 business days, it will
be considered an Event
of Default under
the Note.


 


h. Authorization; Enforcement.
The Buyer is a validly existing corporation, limited
partnership
or
limited
liability company and has all requisite corporate, partnership or
limited
liability company power and authority to invest in the Securities pursuant to this
Agreement. The execution, delivery and performance of
this
Agreement has
been duly and validly authorized
by the Buyer. This Agreement
has been duly executed and delivered on
behalf of the Buyer, and
this Agreement constitutes
a valid and binding agreement of the Buyer
enforceable in accordance with its
terms.


 



 

2







 






 


i. Residency. The Buyer is a resident of
the jurisdiction set forth
immediately below the Buyer's name on
the signature
pages hereto.


 


j. No
Short Sales. Buyer/Holder, its
successors and assigns,
agrees that so long
as the Note remains
outstanding, neither the Buyer/Holder nor
any of its affiliates shall not
enter into or effect
"short sales" of the
Common Stock or hedging transaction which establishes a short
position with respect
to the Common Stock
of the Company. The Company acknowledges and agrees that upon delivery
of a Conversion Notice
by the Buyer/Holder, the
Buyer/Holder immediately owns the shares of
Common Stock described in
the Conversion Notice
and any sale of those
shares issuable under such
Conversion Notice would not be considered short sales.


 


3. Representations and Warranties of the
Company. The Company represents and warrants to the Buyer
that, except as otherwise disclosed in the Company's filings with
the SEC:


 


a. Organization and Qualification.
The Company and each of its
subsidiaries,
if any, is a
corporation duly organized, validly existing and
in good standing under the
laws of the jurisdiction in which
it is incorporated, with full
power and authority (
corporate and other) to
own, lease, use and
operate its properties and to carry on its business as and
where now owned, leased,
used, operated and
conducted.


 


b. Authorization; Enforcement. (i)
The Company has
all reqms1te corporate power and authority to enter into and
perform this Agreement, the Note and to consummate
the transactions contemplated hereby and
thereby and to issue the Securities, in accordance with the
terms hereof and thereof, (ii) the execution and delivery of this
Agreement, the Note by the
Company and the consummation by it of the transactions contemplated
hereby and thereby (including
without
limitation, the
issuance of the Note and the issuance and reservation for issuance of the
Conversion Shares issuable upon conversion or exercise thereof)
have been duly authorized by the Company's Board of Directors
and no further consent
or authorization of the Company, its
Board of Directors, or its shareholders is required, (iii)
this Agreement
has been duly executed and delivered by
the Company by its authorized representative, and such authorized representative is the true
and official representative with authority
to sign this Agreement and the other
documents executed in connection herewith and bind the
Company accordingly,
and (iv) this
Agreement constitutes, and upon execution
and delivery
by the Company
of the Note,
each of such
instruments will constitute, a legal, valid and
binding obligation of the Company
enforceable against the Company in accordance with its
terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general
applicability,
relating to or affecting creditors' rights
generally.


 


c. Issuance of Shares. The Conversion Shares are duly authorized and reserved for
issuance and, upon conversion of the Note in accordance with its respective terms,
will be validly issued, fully paid
and non-assessable,
and free from all taxes, liens, claims
and encumbrances with respect to
the issue thereof and shall not be
subject to preemptive rights or other similar rights
of shareholders of the Company and will not impose personal
liability upon the holder thereof.


 


d. Acknowledgment of Dilution. The
Company understands and acknowledges the potentially
dilutive effect
to the Common Stock
upon the issuance of the
Conversion Shares upon
conversion of the Note.
The Company further
acknowledges that
its obligation to issue Conversion
Shares upon conversion of the Note in
accordance with
this Agreement, the
Note is absolute and unconditional regardless of the
dilutive effect that such issuance
may have on the ownership interests of other shareholders of the Company.


 


e. No
Conflicts. The execution, delivery and performance of this
Agreement, the Note by
the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including,
without limitation, the issuance
and reservation for issuance of the
Conversion Shares) will not (i) conflict with or result
in a violation
of any provision of
the Certificate of Incorporation or By-laws, or (ii) violate or
conflict with, or
result in a breach of any
provision of,
or constitute a default ( or an
event which with notice or lapse of time or
both could become a
default) under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, any agreement,
indenture, patent, patent license or instrument to which
the Company or any of its Subsidiaries is a
party, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including
federal and state securities laws and regulations and
regulations of any self-regulatory organizations to which the
Company or its securities are
subject) applicable to the Company or
any of its Subsidiaries or by which any
property or asset of
the Company or any of its Subsidiaries
is bound or affected ( except,
with respect to clauses
(ii) and (iii), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). All
consents, authorizations, orders,
filings and registrations which the Company is
required to obtain pursuant to the preceding sentence have
been obtained or effected on or prior
to the date hereof. The
Company is not in violation of
the listing requirements of the OTC Markets
Exchange (the "OTC
MARKETS") and
does not reasonably anticipate that the
Common Stock will be
delisted by the OTC MARKETS in
the foreseeable
future, nor are the
Company's securities "chilled"
by FINRA. The Company and its Subsidiaries are unaware of any
facts or circumstances which might give rise to
any of the foregoing.
"Material Adverse Effect" means
a material adverse
effect on (i) the
assets, liabilities, results of operations,
condition (financial or otherwise), business,
or prospects of
the Company and
its subsidiaries
taken as a
whole, or (ii)
the ability of the
Company to perform its obligations under this Agreement or the
Notes.


 



 

3







 






 


f. Absence of Litigation. There is
no action, suit,
claim, proceeding, inquiry or
investigation before or
by any court,
public board,
government agency, self-regulatory organization or body pending or, to the knowledge of
the Company or any of
its subsidiaries,
threatened against or affecting the Company or any
of its subsidiaries, or
their officers or directors
in their capacity as
such, that could have
a Material Adverse Effect.
The Company and its subsidiaries are unaware of any facts or
circumstances which might give rise to
any of the foregoing.


 


g. Acknowledgment Regarding Buyer' Purchase of
Securities. The Company acknowledges and agrees
that the Buyer is acting solely in
the capacity of
arm's length
purchasers with respect to this
Agreement and
the transactions contemplated
hereby. The Company further acknowledges that the Buyer is not
acting as a financial advisor or fiduciary of the
Company ( or in any similar
capacity) with respect to this
Agreement and the transactions contemplated hereby
and any statement
made by the Buyer or any of
its respective
representatives or agents in
connection with this Agreement and the transactions
contemplated hereby is not
advice or a recommendation and is
merely incidental to
the Buyer' purchase of the Securities. The
Company further represents to the Buyer that the Company's
decision to enter
into this Agreement has been
based solely on
the independent evaluation of
the Company and its representatives.


 


h. No Integrated Offering. Neither the Company, nor
any of its affiliates, nor any person acting on its
or their behalf, has directly or
indirectly made any offers or sales in any
security or solicited any
offers to buy any security under circumstances that would require
registration under the 1933 Act of the issuance of the
Securities to the Buyer.


 


i. Title to
Property. The Company
and its subsidiaries have
good and marketable title in fee simple to all
real property and good
and marketable title to
all personal property owned by them
which is material to the business of the
Company and
its subsidiaries,
in each case free and clear of all
liens, encumbrances
and defects except such as are described in Schedule 3(i) or such
as would not have a
Material Adverse Effect. Any
real property and
facilities held under lease
by the
Company and its subsidiaries
are held by them under valid,
subsisting
and enforceable leases with
such exceptions as would
not have a Material
Adverse Effect.


 


j.
Bad Actor. No officer or
director of the Company
would be disqualified under Rule
506(d) of the Securities Act as amended
on the basis of being a
"bad actor" as that term is
established
in the
September 19, 2013 Small Entity Compliance Guide published by the Securities and Exchange
Commission.


 


k. Breach of Representations and Warranties by
the Company. If
the Company breaches any of the
representations or
warranties set forth
in this Section 3 in
any material respect, and
in addition to any other remedies available to
the Buyer pursuant
to this Agreement, it
will be
considered an Event
of default under the
Note.


 


4. COVENANTS.


 


a. Expenses. Excluding
transfer agent
and
other
fees set forth
in
the
First
Note,
and
except
with respect
to
the
$3,000
per Note to be
withheld from the Purchase Price for the Buyer's
legal fees, each party shall be responsible for its own expenses incurred in connection with this Agreement.


 


b. Listing. The Company shall
promptly secure the listing of
the Conversion
Shares upon each national
securities exchange
or automated quotation
system, ifany,
upon which
shares
of Common Stock
are then listed (subject to
official notice of issuance) and, so long
as the Buyer owns any of the
Note Securities, shall
maintain, so long
as any other shares
of Common Stock shall
be so listed,
such listing of
all Conversion
Shares from time to time issuable upon
conversion of the Note. The Company
will obtain and, so long as the
Buyer owns any of the Securities, maintain the
listing and trading of its
Common Stock
on the OTC MARKETS or any
equivalent replacement market, the Nasdaq stock
market ("Nasdaq") or the New
York Stock Exchange (''NYSE")
and will comply in all respects with the
Company's reporting, filing and
other obligations under the bylaws or rules of the Financial
Industry Regulatory Authority ("FINRA") and such
exchanges, as
applicable. The Company
shall promptly provide to the Buyer copies of any
notices it
receives from the OTC MARKETS
and any other markets on which
the Common Stock
is then listed
regarding the continued eligibility of the Common Stock
for listing on such
markets.


 


c. Corporate Existence. So long as
the Buyer beneficially owns the
Note, the Company shall
maintain its corporate existence and shall not sell
all or substantially
all of the Company's assets, except in the event of a merger or
consolidation or
sale of all or substantially all
of the Company's assets,
where the surviving or successor entity in such
transaction (i) assumes the
Company's obligations hereunder and under the agreements and
instruments entered into in connection
herewith and (ii) is
a publicly traded corporation
whose Common
Stock is
listed for trading on the OTC MARKETS, Nasdaq or
NYSE.


 


d. No
Integration. The
Company shall not make any offers or sales
of any security (other than the Securities) under
circumstances that would require
registration of the Securities being offered or sold
hereunder under the
1933 Act or
cause the offering of
the Securities to be integrated with
any other offering of securities by
the Company for the purpose of any stockholder approval
provision applicable to the Company or its
securities.


 


e. Breach of Covenants. If
the Company breaches any of the covenants set forth in this
Section 4, and in
addition to any other remedies available to the
Buyer pursuant
to this Agreement, it
will be considered
an event of default under
the Note.


 



 

4







 






 


5. Governing Law;Miscellaneous.


 


a. Governing Law. 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
state courts of New
York or in the federal courts located
in the state and
county of 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 Company and Buyer waive trial by
jury. The prevailing party shall be entitled to
recover from the other party its reasonable attorney's fees and costs. 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 Transaction Document 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.


 


b. Counterparts;Signatures by Facsimile. This Agreement may be executed in one or more
counterparts, each of which
shall be deemed an original but
all of which shall
constitute one and the
same agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party. This Agreement, once executed by a
party, may be delivered to the
other party hereto by facsimile transmission of a copy of this Agreement, or
electronic mail transmission of a ".pdf' copy of this
Agreement, bearing the signature of the party so delivering
this Agreement.


 


c. Headings.
The headings
of this Agreement
are for convenience
of reference only and shall not
form part of,
or affect the interpretation of, this
Agreement.


 


d. Severability. In the event
that any provision
of this Agreement
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
provision hereof which may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any
other provision hereof.


 


e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein
contain the entire understanding of the parties
with respect to the
matters covered herein
and therein and,
except as specifically set forth herein or
therein, neither the Company nor
the Buyer makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this
Agreement may be waived or amended other than by
an instrument in writing
signed by the waiving party, in the
case of a waiver, or by
the Company and a
majority in interest
of the Buyer, in the
case of an amendment.


 


f. Notices.
All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i)
personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, (iv) via electronic mail or (v)
transmitted by hand delivery,
telegram, or facsimile,
addressed as set forth below or
to such other address as such
party shall have
specified most recently by written notice. Any notice or other communication required or permitted to
be given hereunder shall be
deemed effective (a)
upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the
address or number designated below (if delivered
on a business day during normal business hours where such notice is to
be received) or delivery via
electronic mail, or
the first business
day following such delivery (if
delivered
other than on
a business day during normal
business hours
where such notice is
to be received) or (b)
on the second business day
following the date of mailing by express
courier service, fully
prepaid, addressed to such
address, or upon actual
receipt of such mailing,
whichever shall first
occur. The addresses
for such communications shall
be:


 


If to the Company, to:


 


Guided Therapeutics, Inc.


5835 Peachtree Corners
East,


Suite D


Norcross,
GA 30092


Attn: Gene S. Cartwright, CEO


 


If to the
Buyer:


EAGLE EQUITIES,
LLC


91 Shelton
Ave, Suite 107


 New Haven,
CT 06511


Attn: Yakov
Borenstein


 


Each party shall provide
notice to the
other party of any
change in address.


 



 

5







 






 


g. Successors
and Assigns.
This Agreement shall
be binding upon and inure to the
benefit of the
parties and
their successors
and assigns.
Neither the Company
nor the Buyer shall
assign this Agreement
or any rights
or obligations
hereunder without the
prior written consent
of the other. Notwithstanding the foregoing, the
Buyer may
assign its
rights hereunder
to any of
its "affiliates," as
that term is defined
under the
1934 Act, without
the consent of
the Company with Buyer's Opinion of
Counsel.


 


h. Third Party
Beneficiaries.
This Agreement is
intended for the benefit
of the parties hereto and their
respective
permitted successors and
assigns, and is
not for the benefit
of, nor
may any
provision
hereof be enforced by, any
other person.


 


i. Survival.
The representations
and warranties of
the Company
and the
agreements
and covenants
set forth
in this Agreement shall
survive the closing
hereunder notwithstanding
any due diligence
investigation
conducted by or on behalf
of the Buyer.
The Company agrees to indemnify and
hold harmless
the Buyer and
all their
officers, directors, employees
and agents for
loss or
damage arising as
a result
of or related to
any breach
by the
Company
of any of its
representations, warranties
and covenants set forth
in this Agreement or
any of its
covenants and obligations
under
this Agreement, including
advancement
of expenses
as they are incurred.


 


j.
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.


 


k. No
Strict Construction. The language used in this Agreement will be deemed to be
the language chosen by the parties to express their
mutual intent,
and no rules of strict construction will be applied against any party.


 


l. Remedies.
The Company acknowledges that
a breach by it
of its obligations hereunder will cause irreparable harm to the Buyer
by vitiating
the intent and purpose of
the transaction
contemplated hereby. Accordingly, the Company
acknowledges that
the remedy at law
for a breach of its
obligations under this
Agreement will be inadequate
and agrees, in the event
of a breach or threatened
breach by the Company of
the provisions
of this Agreement, that the Buyer shall be entitled, in addition to all other
available remedies at
law or in
equity, and in
addition to the
penalties assessable
herein, to
an injunction or injunctions
restraining, preventing or curing any breach of
this Agreement
and to enforce specifically the terms and
provisions hereof, without the necessity
of showing economic loss
and without any bond or other
security being
required.


 


 




 

6








 






 


IN WITNESS WHEREOF, the
undersigned Buyer and
the Company have caused
this Agreement to be
duly executed
as
of the date
first above written.






 



GUIDED THERAPEUTICS, INC.


 


By: /s/ Gene
S. Cartwright


Name:
Gene S. Cartwright


Title:
CEO


 



EAGLE EQUITIES, LLC


 


By:
/s/ Yakov Borenstein


Name:
Yakov Borenstein


Title:
Manager


 


 


AGGREGATE SUBSCRIPTION AMOUNT: $200,000.01
Aggregate Principal Amount
ofNotes: Aggregate Purchase
Price: Note 1:
$66,666.67, less $6,666.67 in OID, less $3,000.00
in legal fees, less
fees of $6,000.00 to Moody Capital
Solutions, Inc.


 


Back End Note 1: $66,666.67, less
$6,666.67 in OID,
less $3,000.00 in legal fees,
less fees of $6,000.00 to Moody Capital Solutions, Inc. Back End
Note 2: $66,666.67, less $6,666.67 in OID,
less $3,000.00 in
legal fees, less
fees of $6,000.00 to Moody
Capital Solutions,
Inc.


 




 

7








 






 


EXHIBIT A 144 NOTE -$66,666.67


 


EXHIBIT
B


BACK
END NOTE 1-$66,666.67


 


EXHIBIT
C BACK END NOTE 2-$66,666.67


 




 

8