gtph_ex1034





  Exhibit 10.34











 



SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the
"Agreement"), dated as of May 15,
2019, by and
between Guided
Therapeutics, Inc., a Delaware corporation, with headquarters located
at 5835 Peachtree Comers East, Suite B, Norcross, GA 30092, (the "Company")
and ADAR ALEF, LLC, a New York limited liability company, with
its address at
38 Olympia Lane,
Monsey NY 10952 (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 an 8% convertible note of the Company, in the form
attached hereto as Exhibit A in
the aggregate principal amount of $57,750.00 (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. The Note shall contain an OID of
$5,250.00 such that the purchase price of the Note shall
be $52,500.00.


 


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
of the Closing Dates (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 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 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 Note on
behalf of the
Company, to the Buyer, against
delivery of such
Purchase Price.


 


Company Initials


 


c.           Closing
Date. The date and time of
the first issuance and sale of the
Note pursuant to this Agreement
(the "Closing Date") shall
be on or about
May 15, 2019,
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.


 


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 Note and the shares
of Common Stock issuable
upon conversion
of or otherwise pursuant to
the Note, such shares of Common Stock being
collectively referred to
herein as the "Conversion
Shares" and, collectively
with the
Note, 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.


 



 

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b.           Accredited
Investor Status. The Buyer is an "accredited investor" as
that term is defined
in Rule 501 (a) of
Regulation D (an
"Accredited Investor").


 


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 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. 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 resale 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) 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 to the effect that
the Securities to
be sold
or transferred may be sold or transferred
pursuant to an exemption from such registration, 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 S under the 1933 Act
(or a successor
rule) ("Regulation S"), and
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 corporate transactions,
which opinion shall
be accepted by
the Company; (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
of any 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 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 WHICH 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."


 



 

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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, or
(b) such holder provides the Company with
an opinion of
counsel, in
form, substance
and scope customary
for opinions of counsel in
comparable transactions, to the effect that a
public sale or transfer of such Security
may be made without registration under the 1933 Act, 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 certificate(s)
from which the legend
has been removed, in compliance with
applicable prospectus delivery requirements, if any. In the event
that the Company
does not accept the
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. This
Agreement has been duly and validly authorized.
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.


 


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


 


3.            Representations
and Warranties of the Company. The
Company represents and warrants
to the Buyer
that:


 


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 requisite 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.


 


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 (li)
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 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.


 



 

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f.           Absence
of Litigation. Except
as disclosed in the
Company's public filings, 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. Schedule 3(f) contains a complete
list and summary description of any
pending or, to the knowledge of the
Company, threatened
proceeding against or affecting the Company or any
of its subsidiaries, without regard to whether it would
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 ann'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.
The issuance of the
Securities to the Buyer will not be integrated with any
other issuance
of the Company's securities (past, current or future) for purposes
of any shareholder approval provisions applicable to the
Company or its
securities.


 


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 ofthe 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, 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.
At the Closing, the
Company shall reimburse Buyer for
expenses incurred by them in connection with the
negotiation, preparation, execution, delivery and performance
of this Agreement and the other
agreements to be
executed in connection
herewith ("Documents"), including,
without limitation,
reasonable
attorneys' and consultants' fees
and expenses, transfer agent
fees, fees for
stock quotation services, fees
relating to any
amendments or modifications of the Documents or any
consents or waivers of provisions in the Documents, fees for the
preparation of opinions of
counsel, escrow fees,
and costs of restructuring the transactions
contemplated by the Documents. When
possible, the Company
must pay these fees directly,
otherwise the Company must
make immediate
payment for reimbursement to the
Buyer for
all fees and expenses immediately upon written notice by the
Buyer or the submission of
an invoice by the
Buyer.


 


b.           Listing.
The Company shall promptly secure the
listing of the Conversion
Shares upon each
national securities exchange
or automated
quotation system, if
any, 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 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 exchange, the Nasdaq
National Market ("Nasdaq"),
the Nasdaq Small Cap Market ("Nasdaq Small Cap") 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 exchanges or quotation systems on which the Common
Stock is then listed
regarding the continued eligibility of the
Common Stock for listing on
such exchanges and
quotation systems.


 


c.           Corporate
Existence. So long as
the Buyer beneficially owns any 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, Nasdaq SmallCap or
NYSE.


 



 

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d.           No
Integration. The Company shall not make any otters 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.


 


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. In the
event that any provision of this
Agreement or any other agreement delivered in connection
herewith 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 such
provision which may prove invalid or unenforceable under any law shall not affect the validity or
enforceability of any other provision of any agreement.
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.           shall
be deemed to limit in any way any right to serve
process in any other manner permitted by law.


 


c.           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 bearing the
signature of the party so delivering this
Agreement.


 


d.           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.


 


e.           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.


 


f.           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 majority in interest of the
Buyer.


 


g.           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:


 



 

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If
to the Company, to:


Guided Therapeutics, Inc.


5835 Peachtree Corners East,
Suite B


Norcross, GA 30092


Attn:
Gene S. Cartwright, CEO


 


If
to the Buyer:


ADARALEF,
LLC


38
Olympia Lane,


Monsey,
NY 10952


Attn: Aryeh Goldstein, Manager


 


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


 


h.           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 person that purchases
Securities in a
private transaction from the
Buyer or to any of its "affiliates," as that term is
defined under the
1934 Act, without
the consent of
the Company.


 


i.           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.


 


j.           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 or alleged 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.


 


k.           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.


 


1.           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.


m.           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.


 


[signature page to follow]


 




 

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                                                      




Gene S. Cartwright,
CEO


 



ADAR ALEF, LLC

By: /s/ Aryeh
Golstein                                                      




Name:
Aryeh Golstein Title: Manager


 


AGGREGATE
SUBSCRIPTION AMOUNT:


 


	

Aggregate Principal
Amount of the
Notes:

	
$57,750







 


Aggregate Purchase Price:


 


Note 1:
$57,750 less $2,500.00
in legal fees, less
$5,000 in brokerage fees to
Moody Capital Solutions
and less $5,250
in OID.


 




 

7








 






 


EXHIBIT
A


NOTE
1-$57,750


 




 

8