gthp_ex1057





 







Exhibit 10.57


 


 AGREEMENT RELATED TO
PROMOTIONAL ACTIVITIES


 


THIS
AGREEMENT (the Agreement") dated this ___day of January, 2020
BETWEEN:


 


Guided
Therapeutics Inc. of5835 Peachtree Comers East, Suite B, Norcross,
GA 3009 (the "Company")


 


-AND-


 


Blumberg·&
Bowles Consulting, LLC, 2356 Hobart Ave SW, Seattle, WA 98116
("B&B").


 


WHEREAS
the Company needs to enhance its relationship with current and
potential investors so as to enhance the Company's reputation and
profile and the value of the Company's share price;


 


WHEREAS
B&B has established relationship with multiple individuals and
entities who can help further this ,goal, as well as work with, the
Company in providing materials for public consumption to dovetail
with this process;


 


WHEREAS
B&B is willing and able to provide these services for warrants,
at out-of-market prices and without any cash consideration,
including without payment of any expenses incurred by
B&B;


 


IN
CONSIDERATION OF the matters described above, the receipt and
sufficiency of which consideration is hereby acknowledged, the
Company and B&B (individually the "Party" an collectively the
“Parties" to this Agreement) agree as follows:


 


Term
of Agreement.


 




1.

The
term of this Agreement (the "Term") will begin on the Closing Date
of the Company's Private Placement & Unit Offering (the
"Offering") and will remain in force for two years. Successive
monthly terms may follow if agreed upon by both
parties.






 


2.
Except as otherwise provided in this Agreement, the obligations of
B&B will end upon the termination of this Agreement, or
subsequent renewals.


 


Services
Provided


3.
The Company hereby agrees to engage B&B to provide the Company
with the following services (the "Services"): work with current and
future investors to so as to enhance the Company’s reputation
and. profile and the value of the Company's share price and work
with the Company in providing materials for public consumption to
dovetail with this process.






 




 

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Performance


 


4.
The Parties, agree to do everything reasonably necessary to ensure
that the terms of this Agreement take effect.


 


Compensation
Package


 


5. The Company will issue to B&B a total of
5,000,000 warrants in four tranches, all with an exercise price of
$0.25, based on, the following schedule:


 


(a)
25% (1 ,250,000 warrants) issued and exercisable no earlier than
six months after close of the Series D Unit Offering and with a
minimum share price of $0.50 based the 30-day VWAP immediately
prior to the issuance of the warrants. This tranche warrants shall
have a two (2) year term after issuance;


 


(b)
25% (1,250,000 warrants) issued and exercisable no earlier than
twelve months after the close of the Series D Unit offering and
with a minimum share price of $0.75 based on the: 30-dayVWAP
immediately prior to the issuance of the warrants. This tranche of
warrants shall have a one-and-half (1.5) year term after
issuance;


 


(c) 25% (1,250t
OOO warrants) issued and exercisable
no earlier than eighteen months after the close of the Series D
Unit Offering and with a minimum share price of $1.0 based on
a30-day VWAP immediately prior to the issuance of the warrants
tranche of warrants shall have a one (1) year term after
issuance;


and


 


(d)
25% (l, 250,000 warrants) issued and exercisable no earlier than
twenty-four months after the close of the Series D Unit Offering
and with a minimum share price of $1. 5 based on the 30-day VWAP
immediately prior to the issuance of the warrants. This tranche of
warrants shall have a one (1) year term after
issuance;


 




6.

All
warrants will expire three years after their scheduled issuance
date if the pricing threshold for that tranche of warrants is not
reached.








7.

All
warrants set forth herein shall be specified as and are fully
transferrable.








8.

B&B
will receive no compensation other than the warrants and will be
responsible for all expenses incurred in performing the
Services.








9.

B&B
agrees to a 10% blocker such that at any .point in time, B&B
cannot own more than the 10% of the total number of outstanding
shares of the Company.






 


Notice


 


10. All
notices" requests, demands or other ,\communications required or
permitted by the terms of this Agreement will be given in writing
and delivered to the Parties at the following
addresses:


a.
Company


5835
Peachtree Comers East, Suite B~ Norcross, GA 30092


b.
B&B


2356
Hobart Ave SW, Seattle, WA 98116


 


or
to such other address as either Party may from time to time notify
the other.


  




 

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Indemnification


 


11.Except
to the extent paid in settlement from any applicable insurance
policies, and to extent permitted by applicable law, each Party
agrees to indemnify and hold harmless the other Party, and its
respective affiliates, officers, agents, employees, and permitted
successors and assigns against any and all claims, losses, damages,
liabilities, penalties, punitive damages, expenses, reasonable
legal fees and. costs of any kind or amount whatsoever, which
result from or arise out of any act or omission of the indemnifying
party that the other Party, its respective affiliates, officers,
agents, employees, and permitted successors and assigns that occurs
in connection with this Agreement were unaware of.


 


Confidentiality


 


12.
The terms of this agreement shall remain confidential and not
revealed by the parties any other person or entity without the
agreement of both parties.


 


Modification
of Agreement


 


13.
Any amendment or modification ofthis Agreement or additional
obligation assumed b either Party in connection with this Agreement
will only be binding if evidenced in writing signed by both Parties
or an authorized representative of each Party.


 


Time
of the Essence


 


14,.
Time is of the essence in this Agreement. No extension Of variation
of this Agreement will operate as a waiver of this
provision.


 


Assignment


 


15.
Neither Party will voluntarily, or by operation of law, assign or
otherwise transfer its obligations under this Agreement without the
prior written consent of the other Party.


 


Entire
Agreement


 


16. It
is agreed that there is no representation, warranty, collateral
agreement or condition affecting this Agreement except as expressly
provided in this Agreement.


 



 

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Enurement


 


17.
This Agreement will ensure to the benefit of and be binding on the
Parties and their respective heirs, executors, administrators and
permitted successors and assigns.


respective heirs,
executors, admjnistrators ·and permitted successors and
assigns.


 


TitlesIHeadings


 


18.
Headings are inserted for the convenience of the Parties only and
are not to be considered when interpreting this
Agreement.


 


Gender


 


19.
Words in the ·singular mean and include the plural and vice
versa. Words in the masculine mean and include the feminine and
vice versa.


 


Governing
Law


 


20.
This Agreement will be governed by and constructed in accordance
with the laws of e State of Georgia in the United States and venue
for any action involving this agreement shall be in the County in
which the Company is situated in the State of Georgia. In e event
of a dispute the first step towards a resolution will be to
implement the services of a qualified mediator for which the cost
of said services will be borne by the Company. If one mediator
should fail to facilitate reconciliation of the dispute, then three
qualified mediators will be engaged and the fees for all three will
be borne equally by the parties.


 


Severability


 


21. In
the event that any of the provisions of this Agreement are held to
be invalid or unenforceable in whole or in part, all other
provisions will nevertheless continue to valid and enforceable with
the invalid or unenforceable parts severed from the remainder
ofthis Agreement.


 


Waiver


 


22. The
waiver by either Party of a breach, default, delay or omission of
any of the provisions of this Agreement by the other Party will not
be construed as a waiver of any subsequent breach of the same or
other provisions.


 


	


01/22/2020

	


/s/ Gene S. Cartwright


	

Date

	

Gene
S. Cartwright, CEO


	
 

	

Guided
Therapeutics, Inc







 


	


01/22/2020

	


/s/ Richard Blumberg


	

Date

	

Richard
Blumberg


	
 

	

B&B,
LLC







 


 



 

 




 

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