gthp_ex1022





  Exhibit 10.22







 


 


 SECURITIES PURCHASE
AGREEMENT


 


THIS PURCHASE AGREEMENT ("Agreement")
is made as of the 22nd day of June, 2018 by and
between Guided Therapeutics,
Inc.,
(the "Company"),
and GHS Investments, LLC
(the "Investor").


 


 


 



Recitals


 


A. The Investor wishes to purchase from the
Company and the Company wishes
to sell and issue to the Investor, upon the
terms and conditions stated in this Agreement:


 


1. $68,000 of Securities, in the form
of a Promissory Note (the "Note"), attached
hereto.


 


In consideration of the mutual promises made
herein and for other good and valuable
consideration,
the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as
follows:


 


1. Definitions. In addition
to those terms defined above and elsewhere in this
Agreement, for the purposes of this Agreement, the following
terms shall have the meanings set forth below:


 


"Affiliate" means,
with respect to any Person, any other
Person which directly or indirectly through one or more
intermediaries Controls, is controlled by, or is under
common control with,
such Person.


 


"Business Day" means a day, other than a
Saturday or Sunday,
on which banks in New York City are
open for the general transaction of business.


 


"Common Stock Equivalents"
means any securities of the Company or the Subsidiaries which would
entitle the holder thereof to acquire at any time
Common Stock, including
without limitation,
any debt, preferred
stock, rights, options, warrants or other instrument that
is at any time convertible into or exchangeable
for, or otherwise entitles the holder thereof to
receive,
Common Stock.


 


"Company's Knowledge" means the
actual knowledge of the executive officers (as defined in Rule 405
under the 1933 Act) of the Company,
after due inquiry.


 


"Confidential Information" means trade
secrets, confidential information and know-how (including but not
limited to ideas,
formulae, compositions, processes, procedures
and techniques,
research and development
information,
computer program
code, performance specifications, support
documentation,
drawings,
specifications,
designs, business and
marketing plans,
and customer and supplier lists and
related information).


 


"Control" (including the terms "controlling", "controlled by" or "under common
control with") means the possession, direct or indirect, of the
power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of
voting securities, by contract or
otherwise.


 


"Intellectual Property" means all of the
following: (i) patents,
patent applications, patent
disclosures and inventions (whether or not patentable and whether
or not reduced to practice); (ii) trademarks, service
marks, trade dress, trade names, corporate names, logos,
slogans and Internet domain names, together with all goodwill
associated with each of the foregoing; (iii) copyrights and
copyrightable works; (iv) registrations, applications and renewals for any
of the foregoing; and (v) proprietary computer software (including
but not limited to data, data bases and
documentation).


 


"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 the Transaction
Documents.


 



 

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"Person" means
an individual,
corporation, partnership, limited
liability company,
trust, business trust, association,
joint stock company, joint venture, sole proprietorship,
unincorporated organization, governmental authority or any other
form of entity not specifically listed herein.


 



"Purchase Price" means $60,500, representing a 10% original
issuance discount on the Note and an initial $2,000 being withheld
by the Investor to offset legal and other transaction
costs.


 


"SEC" means
the United States Securities and Exchange Commission.



 


"Securities"
means the Note and the common shares issuable at
conversion.


 


"Subsidiary" of any Person means another Person, an amount of
the voting securities, other voting ownership or voting partnership
interests of which is sufficient to elect at least a majority of
its Board of Directors or other governing body (or, if there are no
such voting interests, 50% or more of the equity interests of
which) is owned directly or indirectly by such first
Person.


 


"Transaction Documents" means this Agreement, the
Note, the Company Representation Letter, and
supporting documents.


 


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


 


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


 


2.
Purchase and Sale of the Securities. Subject to the terms and
conditions of this Agreement, the Company shall sell and issue to
the Investor a Promissory Note in the principal amount of
$62,500


 


2.1
Security As Security for the Company's obligations contained herein
and in the Note issued by the Company to the Holder, following any
Event of Default which remains uncured for fifteen (15) calendar
days, the Holder shall be granted an unconditional security
interest in and to, any and all property of the Company and its
subsidiaries, of any kind or description, tangible or intangible,
whether now existing or hereafter arising or acquired until the
balance of the Note has been reduced to $0. "Any and all property,"
as described herein shall be inclusive of, but not limited to,
assets reported by the Company on its SEC filings, cash, inventory,
accounts receivable, intellectual property rights, equipment and
property. The Investor is authorized to make all filings the
Investor, in its discretion, deems necessary to evidence its
security interests.


 


3. Closing. Upon confirmation that the other
conditions to closing specified herein have been satisfied or duly
waived by the Investor, the Company shall deliver to the Investor,
a Note registered the name of the Investor and the Investor shall
cause a wire transfer in same day funds to be sent to the account
of the Company as instructed in writing by the Company, in an
amount representing the Purchase Price for the Note (the
"Closing Date").


 


4.
Representations and Warranties of the Company. The Company hereby
represents and warrants to the Investor that, except as set forth
in the schedules delivered herewith (collectively, the "Disclosure
Schedules") and as disclosed in the Company's SEC
Filings:


 


4. 1 Organization, Good Standing and
Qualification. Each of the Company and its Subsidiaries is a
corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has all
requisite corporate power and authority to carryon its business as
now conducted and to own its properties. Each of the Company and
its Subsidiaries is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property
makes such qualification or leasing necessary unless the failure to
so qualify has not and could not reasonably be expected to have a
Material Adverse Effect. The Company's Subsidiaries are listed on the Company's public
disclosures filed with the SEC.


 



 

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4.2 Authorization. The Company has
full power and authority and, has taken all requisite action
on the part of the Company, its officers, directors
and stockholders necessary for (i) the authorization, execution and
delivery of the Transaction Documents, (ii) authorization of the
performance of all obligations of the Company hereunder or
thereunder, and (iii) the authorization, issuance (or reservation
for issuance) and delivery of the Securities. The Transaction
Documents constitute the legal, valid and binding obligations of
the Company,
enforceable against the Company in
accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer,
reorganization,
moratorium and similar laws of general
applicability,
relating to or affecting
creditors' rights generally.


 


4.3 Capitalization. As of the date
hereof, the authorized common stock of the Company on the
date hereof is _
1 ,000,000,000 __; (b)
the number of shares of
capital stock issued and outstanding
as of_6/21/18
is _252,577,663 ; (c) the
number of shares of capital stock issuable pursuant to the
Company's stock plans _38,51 1,718 ; and (d) the number of shares of capital stock
issuable and reserved for issuance pursuant to securities (other
than the Securities) exercisable for, or convertible into or
exchangeable for any shares of capital stock of the Company as
of 
_ 
6/21/18_

_ are _708,910,619 . All of the
issued and outstanding shares of the Company's capital
stock have been duly authorized and validly issued and are fully
paid, nonassessable and free of pre-emptive rights. All
of the issued and outstanding shares of capital stock of each
Subsidiary have been duly authorized and validly issued and are
fully paid, nonassessable and free of pre-emptive rights, were
issued in full compliance with applicable state and federal
securities law and any rights of third parties and are owned by the
Company, beneficially and of record, subject to
no lien, encumbrance or other adverse claim. No Person is entitled
to pre-emptive or similar statutory or contractual rights
with respect to any securities of the Company. Other than described
herein and in the Company's periodic reports filed with the
SEC, there are no outstanding warrants,
options, convertible securities or other rights, agreements
or arrangements of any character under which the Company or any of
its Subsidiaries is or may be obligated to issue any equity
securities of any kind and except as contemplated by this
Agreement, neither the Company nor any of its Subsidiaries is
currently in negotiations for the issuance of any equity securities
of any kind.


 


The issuance and sale of the Securities hereunder
will not obligate the Company to issue shares of Common Stock or
other securities to any other Person (other than the Investor) and
will not result in the adjustment of the
exercise, conversion, exchange or
reset price of any outstanding security. The Company does not have
outstanding stockholder purchase rights or "poison pill"
or any similar arrangement in effect giving any Person the right to
purchase any equity interest in the Company upon the occurrence
ofcertain events.


 


4.4 Valid Issuance. The issued
Securities have been duly and validly authorized and, when issued
and paid for pursuant to this Agreement, shall be free and clear of
all encumbrances and restrictions (other than those created by the
Investor), except for restrictions on transfer set forth in
the Transaction Documents or imposed by applicable securities laws.
Upon the due conversion of the Debenture, the Converted Shares will
be validly issued, fully paid and non-assessable free and clear of
all encumbrances and restrictions, except for restrictions on
transfer set forth in the Transaction Documents or imposed by
applicable securities laws and except for those created by the
Investor. The Company has reserved a sufficient number of shares of
Common Stock for issuance upon the exercise of the Debenture, free
and clear of all encumbrances and restrictions, except for
restrictions on transfer set forth in the Transaction Documents or
imposed by applicable securities laws and except for those created
by the Investor.


 


4.5 Consents. The execution, delivery and
performance by the Company of the Transaction Documents, and the
offer, issuance and sale of the Securities require no consent of,
action by or in respect of, or filing with, any Person,
governmental body, agency, or official other than filings that have
been made pursuant to applicable state securities laws, and
post-sale filings pursuant to applicable state and federal
securities laws which the Company undertakes to file within the
applicable time periods. Subject to the accuracy of the
representations and warranties of the Investor set forth in Section
5 hereof, the Company has taken all action necessary to exempt (i)
the issuance and sale of the Securities, (ii) the issuance of the
Shares upon due conversion of the Debenture, and (iii) the other
transactions contemplated by the Transaction Documents from the provisions of any shareholder
rights plan or other "poison pill"
arrangement, any anti-takeover, business combination or control
share law or statute binding on the Company or to which the Company
or any of its assets and properties may be subject and any
provision of the Company's Articles of Incorporation or By-laws
that is or could reasonably be expected to become applicable to the
Investor as a result of the transactions contemplated hereby,
including without limitation, the issuance of the Securities and
the ownership, disposition or voting of the Securities by the
Investor or the exercise of any right granted to the Investor
pursuant to this Agreement or the other Transaction
Documents.


 


4.6 Delivery of SEC Filings; Business. The Company
has made available or shall make available, within twenty calendar
days from the execution of this Agreement, to the Investor through
the EDGAR system, true and complete copies of the Company's most
recent Annual Report on Form l0-K for its last fiscal year (the
"10-K"), and all other reports filed by the Company pursuant to the
1934 Act since the filing of the l0-K and prior to the date hereof
(collectively, the "SEC Filings"). The SEC Filings are
the only filings required of the Company pursuant to the 1934 Act
for such period. The Company and its Subsidiaries are engaged in
all material respects only in the business described in the SEC
Filings and the SEC Filings contain a complete and accurate
description in all material respects of the business of the Company
and its Subsidiaries, taken as a whole.


 


4.7 Use of Proceeds. The net proceeds of the sale
of the Note hereunder shall be used by the Company for working
capital and general corporate purposes. The Company agrees that it
shall not use the funds from this Agreement, at any time, to lend
money, give credit or make advances to any officers, directors,
employees, subsidiaries and affiliates of
the Company.


 



 

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4.8 No Conflict, Breach, Violation or Default. The
execution, delivery and performance of the Transaction Documents by
the Company and the issuance and
sale of the Securities will not conflict with or result in a breach
or violation of any of the terms and provisions of, or constitute a
default under (i) the Company's Articles of Incorporation or the
Company's Bylaws, both as in effect on the date hereof (true and
complete copies of which have been made available to the Investor
through the EDGAR system), or (ii)(a) any statute, rule, regulation
or order of any governmental agency or body or any court, domestic
or foreign, having jurisdiction over the Company, any Subsidiary or
any of their respective assets or properties, or (b) any agreement
or instrument to which the Company or any Subsidiary is a party or
by which the Company or a Subsidiary is bound or to which any of
their respective assets or properties is
subject.


 


4.9 Brokers and Finders. No Person will
have, as a result of the transactions contemplated by
the Transaction Documents, any valid right, interest or claim
against or upon the Company, any
Subsidiary or an Investor for any commission, fee or other compensation pursuant to any
agreement, arrangement or understanding entered into
by or on behalf
of the Company.


 


4.10 No Directed Selling Efforts or
General Solicitation. Neither the Company nor any Person
acting on its
behalf has conducted any general
solicitation or general advertising (as those terms are used in
Regulation D) in connection with the offer or sale of any of the
Securities.


 


4.11 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
of any Company security or solicited any offers to buy any
security, under circumstances that would adversely affect
reliance by the Company on Section 4(2) for the exemption from
registration for the
transactions contemplated
hereby or would require registration of the Securities
under the 1933
Act.


 


4.12
Private Placement. The offer and sale of the Securities to the
Investor as contemplated hereby is exempt from the registration
requirements of the 1933 Act.


 


5.
Representations and Warranties of the
Investor. The Investor hereby represents and warrants
to the Company that:


 


5.1
Organization and Existence. Such
Investor is a validly existinmg 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.


 


5.2 Authorization. The execution, delivery and
performance by such Investor of the Transaction Documents to which
such Investor is a party have been duly
authorized and will each constitute
the valid and legally
binding obligation of such Investor,
enforceable against such Investor in accordance with their
respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability, relating to or affecting
creditors' rights generally.


 


5.3 Purchase Entirely for Own Account. The
Securities to be received by such Investor hereunder will be
acquired for such Investor's own account, not as
nominee or agent, and not with
a view to the resale or distribution of any part thereof in
violation of the 1933 Act, and such Investor has no
present intention of selling,
granting any participation in, or otherwise distributing the same
in violation of the 1933 Act without prejudice, however, to such
Investor's right at all times to
sell or otherwise dispose of all or any
part of such Securities in compliance with applicable federal and
state securities laws. Nothing contained herein shall be deemed a
representation or warranty by such Investor to hold the Securities
for any period of time. Such
Investor is not a broker-dealer
registered with the SEC under the 1934 Act or an entity engaged in
a business that would require it to be so
registered.


 


5.4
Investment Experience. Such Investor acknowledges that it can bear
the economic risk and complete loss of its investment in the
Securities and has such knowledge and experience in financial or
business matters that it is capable of evaluating the merits and
risks of the investment contemplated hereby.


 


5.5
Disclosure of Information. Such Investor has had an opportunity to
receive all information related to the Company requested by it and
to ask questions of and receive answers from the Company regarding
the Company, its business and the terms and conditions of the
offering of the Securities. Such Investor acknowledges receipt of
copies of the SEC Filings. Neither such inquiries nor any other due
diligence investigation conducted by such Investor shall modify,
amend or affect such Investor's right to rely on the Company's
representations and warranties contained in this
Agreement.


 


5.6 Restricted Securities. Such Investor
understands that the Securities are characterized as
"restricted securities" under the U.S. federal
securities laws inasmuch as they are being acquired from the
Company in a transaction not involving a public offering and that
under such laws and applicable regulations such securities may be
resold without registration under the 1933 Act only in certain
limited circumstances.


 



 

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5.7 Legends. It
is understood that, except as
provided below,
certificates evidencing the Securities
may bear the following or any similar legend:


 


(a) "The
securities represented hereby may not be transferred
unless


(i) such securities have been registered for sale
pursuant to the Securities Act of 1933, as amended, (ii) such
securities may be sold pursuant to Rule 144(i), or
(iii)
the Company has received an opinion of
counsel reasonably satisfactory to it that such transfer may
lawfully be made without registration under the Securities Act of
1933 or qualification under applicable state securities
laws."


(b) If required by the authorities of any state in
connection with the issuance of sale of the
Securities, the legend required by such state
authority.


 


5.8 Accredited Investor. Such Investor is an
accredited investor as defined in Rule 501(a) of Regulation
D, as amended, under the
1933 Act.


 


5.9
No General Solicitation. Such Investor did not learn of the
investment in the Securities as a result of any public advertising
or general solicitation.


 


5.10 Brokers and Finders. No Person will have, as
a result of the transactions contemplated by the Transaction
Documents, any valid right, interest or claim against or upon the
Company, any Subsidiary or an Investor for any
commission, fee or other compensation pursuant to any
agreement, arrangement or understanding entered into by or on
behalf of such Investor.


 


6.
Conditions to Closing.


6.1 Conditions to the Investor's
Obligations.
The obligation of the Investor to
purchase the Note at Closing is subject to the fulfillment to such
Investor's satisfaction, on or prior to the Closing Date,
of the following conditions, any
of which may be waived by the Investor:


 


(a) The representations and warranties made by
the Company in Section 4 hereof qualified as to materiality
shall be true and correct at all times prior to and on the
Closing Date, except to the extent any such representation
or warranty expressly
speaks as of an earlier date,
in which case such representation or warranty
shall be true and correct as of
such earlier date, and, the representations and
warranties made by the Company in Section 4 hereof not qualified as
to materiality shall be true and correct in all material respects
at all times prior to and on the Closing Date,
except to the extent any such representation or warranty
expressly speaks
as of an earlier date, in which case
such representation or warranty shall be true and correct in
all
material respects as of such earlier
date. The Company shall have performed in all material respects all
obligations and conditions herein required to be performed
or observed by it on or prior to the Closing
Date.


 


(b) The Company shall have obtained any
and all consents,
permits, approvals, registrations and
waivers necessary or appropriate for consummation of the purchase
and sale of the Securities, and the consummation of the other
transactions contemplated by the Transaction
Documents, all of which shall be in full force and
effect.


 


(c) No judgment, writ, order, injunction, award or decree of or by any
court, or judge, justice or magistrate, including any bankruptcy
court or judge,
or any order of or by any governmental
authority, shall have been issued, and no action or proceeding
shall have been instituted by any governmental authority,
enjoining or
preventing the consummation of the
transactions contemplated hereby or in the other Transaction
Documents.


 


(d) The Company shall have executed and delivered
the Convertible Note and supporting
documentation.


 


(e) The Company shall have executed and delivered
the Irrevocable Transfer Agent Instructions.


 


(t)
No stop order or
suspension of
trading shall have
been imposed by the public markets on which the Company's common stock is traded or quoted, the
SEC or any other governmental or regulatory body with
respect to public trading in the Common Stock.


 



 

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6.2 Conditions
to Obligations
of the Company. The Company's obligation to sell and issue the Note
at Closing is subject to the fulfillment to the
satisfaction of the Company on or
prior to the Closing Date of the following
conditions, any of which may be waived by the
Company:


 


(a) The representations and warranties made by the
Investor in Section 5 hereof, other than the representations and
warranties contained in Sections 5.3, 5.4, 5.5,
5.6, 5.7, 5.8 and 5.9 (the "Investment
Representations"), shall be true and correct in all material
respects when made, and shall be true and correct in all material
respects on the Closing Date with the same force and effect as if
they had been made on and as of said date. The Investment
Representations shall be true and correct in all respects when
made, and shall be true and correct in all respects on
the Closing Date with the same force and effect as if they had been
made on and as of said date. The Investor shall have performed in
all material respects all obligations and conditions herein
required to be performed or observed by them on or prior to the
Closing Date.



(b)
The Investor shall have delivered the Purchase Price to the Company
in accordance with the schedule outlined herein.


 


6.3
Termination of Obligations to Effect Closing; Effects.


 


(a) The obligations of the Company, on the one
hand, and the Investor, on the other
hand, to effect the Closing shall terminate as
follows:


 


(i)
Upon the mutual written consent of the Company and the
Investor;


 


(ii)
By the Company if any of the conditions set forth in Section 6.2
shall have become incapable of fulfillment, and shall not have been
waived by the Company;


 


(iii)
By the Investor if any of the conditions set forth in
Section


6.1 shall have
become incapable of fulfillment, and shall
not have been waived by the Investor; or
provided, however, that, except
in the case of clause (i) above, the party seeking to terminate its
obligation to effect the Closing shall not then be in
breach of any of its representations, warranties, covenants or
agreements contained in this Agreement or the other Transaction
Documents if such breach has resulted in the circumstances
giving rise to such party's seeking to terminate its obligation to
effect the Closing.


 


7.
Survival and Indemnification.


 


7.1 Survival. The
representations, warranties, covenants and agreements contained in
this Agreement shall survive the Closing of the transactions
contemplated by this Agreement.


 


7.2 Indemnification. The Company agrees to
indemnify and hold harmless each Investor and its Affiliates and
their respective directors, officers, employees and agents from and
against any and all losses, claims, damages, liabilities
and expenses (including without limitation reasonable attorney fees
and disbursements and other expenses incurred in
connection with investigating, preparing or defending any
action, claim or proceeding, pending or threatened and the costs of
enforcement thereof) (collectively, "Losses") to
which such Person may become subject as a result of any breach of
representation, warranty, covenant or agreement made by or to be
performed on the part of the Company under the Transaction
Documents, and will reimburse any such Person for all such amounts
as they are incurred by such Person.


 


7.3 Conduct of Indemnification Proceedings.
Promptly after receipt by any Person (the "Indemnified Person") of
notice of any demand, claim or circumstances which would or might
give rise to a claim or the commencement of any
action, proceeding or investigation in respect of which
indemnity may be sought pursuant to Section 7.2, such Indemnified
Person shall promptly notify the Company in writing and the Company
shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to such Indemnified Person, and
shall assume the payment of all fees and expenses;
provided, however, that the failure of any Indemnified
Person so to notify the Company shall not relieve the Company of
its obligations hereunder except to the extent that the Company is
materially prejudiced by such failure to notify. In any such
proceeding, any Indemnified Person shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Person unless: (i) the Company
and the Indemnified Person shall have mutually agreed to the
retention of such counsel; or (ii) in the reasonable judgment of
counsel to such Indemnified Person representation of both parties
by the same counsel would be inappropriate due to actual or
potential differing interests between them. The Company
shall not be liable for any settlement of any proceeding effected
without its written consent, which consent shall not be
unreasonably withheld, but if settled with such consent, or if
there be a [mal judgment for the plaintiff, the Company shall
indemnify and hold harmless such Indemnified Person from and
against any loss or liability (to the extent stated above) by
reason of such settlement or judgment. Without the prior written
consent of the Indemnified Person, which consent shall not be
unreasonably withheld, the Company shall not affect any settlement
of any pending or threatened proceeding in respect of which
any Indemnified Person is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless
such settlement includes an unconditional release of such
Indemnified Person from all liability arising out of such
proceeding.


 




8. Miscellaneous.


 


8.1
Successors and Assigns. This Agreement may not be assigned by a
party hereto without the prior written consent of the Company or
the Investor, as applicable, provided, however, that an Investor
may assign its rights and delegate its duties hereunder in whole or
in part to an Affiliate or to a third party acquiring some or all
of its Securities in a private transaction without the prior
written consent of the Company, after notice duly given by such
Investor to the Company. The provisions of this Agreement shall
inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party
other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or
by reason of this Agreement, except as expressly provided in this
Agreement.  






 



 

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8.2 Counterparts; This Agreement may be executed
in two or more counterparts, each of which shall
be
deemed an original, but all of which
together shall constitute one
and the same instrument. This Agreement may also be executed
via facsimile, which shall be deemed an
original.


 


8.3 Titles and Subtitles. The
titles and subtitles used in this
Agreement are used for convenience only and are not to be
considered in construing or interpreting this
Agreement.


 


8.4 Notices. Unless
otherwise provided, any notice
required or permitted under this Agreement shall be given in
writing and shall be deemed effectively given as hereinafter
described (i) if given by personal delivery, then
such notice shall
be deemed given upon such delivery,
(ii) if given by fax, then such notice
shall be deemed given upon receipt of confirmation of complete
transmittal,
(iii) if given by mail, then such notice
shall be deemed given upon the earlier of (A) receipt of
such notice by the recipient or (8)
three days after such notice is
deposited in first class mail, postage prepaid, and (iv) if given
by an internationally recognized overnight air
courier, then such notice shall be
deemed given one business day after delivery to such carrier. All
notices shall be addressed to
the party to be notified at the address
as follows, or at such other address as such party may
designate by ten days' advance written notice to the other
party:


 


If to the Company:


 


Gene
S. Cartwright


CEO


Guided
Therapeutics, Inc


 


 


If to the Investor:


 


GHS Investments, LLC


420 Jericho Turnpike, Suite
207


Jericho,
NY 11753


 


8.5 Expenses. The parties hereto shall pay
their own costs and expenses in connection herewith. In the event that legal proceedings are
commenced by any party to this Agreement against another party to this Agreement in connection with this Agreement or
the other Transaction Documents, the party
or parties which do not
prevail in such proceedings shall severally, but not jointly, pay their
pro rata share of the reasonable attorneys' fees and
other reasonable out-of-pocket costs and expenses incurred by the prevailing party in
such proceedings.


 


8.6 Amendments and Waivers. Any
term of this
Agreement may be amended and the
observance of any term of this Agreement may be waived
(either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of
the Company and the Investor. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of
any Securities purchased under this Agreement at the time
outstanding, each future holder of all such Securities, and the
Company.


 


8.7 Severability. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof but shall be interpreted as if it
were written so as to be enforceable to the maximum extent
permitted by applicable law,
and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the
parties hereby waive any provision of law which renders any
provision hereof prohibited or unenforceable in any
respect.


 


8.8 Entire Agreement. This Agreement, including
the Exhibits and the Disclosure Schedules, and the other
Transaction Documents constitute the entire agreement among the
parties hereof with
respect to the subject matter hereof
and thereof and supersede all prior agreements and
understandings,
both oral and written, between the
parties with respect to the subject matter hereof and
thereof.


 


8.9 Further Assurances. The parties
shall execute and deliver all such further instruments and documents and take
all such other actions as may reasonably be required to carry out
the transactions contemplated hereby and to evidence the
fulfillment of the agreements herein contained.


 


8.10 Governing Law; Consent to Jurisdiction;
Waiver of Jury Trial. This Agreement shall be governed by, and
construed in accordance with, the internal
laws of the State of Nevada, without regard to principles of
conflicts of Law. Each of the parties hereto irrevocably submit to
the exclusive jurisdiction of the state and federal courts sitting
in New York City, New York over any action or proceeding arising
out of or relating to this
Agreement and the parties hereto hereby irrevocably agree that all
claims in respect of such action or proceeding may be heard and
determined in such court. The parties
hereto agree that a [mal judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. The
parties hereto further waive any objection to venue in the State of
New York and any objection to an action or proceeding in the State
of New York on the basis of forum non
conveniens.


 


[signature
page follows]


 




 

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IN WITNESS WHEREOF, the parties
have executed this Agreement or caused their
duly authorized
officers to execute this
Agreement as of the date first above written. The
Company:


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


By:
/s/ Gene S. Cartwright


Name:
Gene S. Cartwright


Guided Therapeutics, Inc.


 


By:
/s/ Mark Grober


Name:
Mark Grober


Title:
Member


The Investor: GHS Investments, LLC.




 

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