gthp_ex1021





  Exhibit 10.21











 



SECURITIES PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT
(the "Agreement"),
dated as of June 7,
2018, by and between Guided Therapeutics, Inc., a Delaware
corporation, with its address
at 5835 Peachtree Corners East, Suite
D, Norcross, Georgia
30092 (the
"Company"), and POWER UP LENDING GROUP LTD., a
Virginia corporation, with its address at 111 Great
Neck Road, Suite 216, Great Neck, NY 11021 (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");
and


 


B. Buyer desires to purchase and the Company
desires to issue and sell, upon the
terms and conditions set forth in this Agreement
a convertible note of the Company,
in the form attached hereto as Exhibit A, in the
aggregate principal
amount of $53,000.00 (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, $0.001 par value
per share, of the Company (the "Common Stock"), upon the terms and subject
to the limitations and
conditions set forth in
such Note.


 


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 the
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 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.


 


c. Closing Date. Subject to the satisfaction (or
written waiver) of the conditions thereto set forth in Section 6
and Section 7 below, the date and
time of the
issuance and sale
of the Note pursuant to this Agreement
(the "Closing Date") shall be 12:00
noon, Eastern Standard Time on or about June 11, 2018,
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.


 


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").


 



 

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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 Company has not disclosed to the Buyer any
material non public 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.


 


e. Legends. The Buyer understands that the Note
and, until such time as the Conversion Shares have been
registered under the 1933 Act; or may be
sold pursuant to an applicable exemption from registration,
the Conversion Shares may bear a restrictive legend in
substantially the following form:


 


"THE SECURITIES REPRESENTED BY THIS INSTRUMENT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). OR UNDER ANY STATE SECURITIES
LAWS, AND MAY NOT BE PLEDGED, SOLD,
ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
(2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO
THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER'S
TRANSFER AGENT,
THAT SUCH SECURITIES MAY BE
PLEDGED, SOLD, ASSIGNED, HYPOTHECATED
OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS."


 


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 an exemption from registration 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, at the
Deadline, it
will be considered an Event of
Default pursuant to Section 3.2
of the Note.


 


f. 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.


 


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 (as defined below), 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. "Subsidiaries" means any
corporation or other
organization, whether incorporated
or unincorporated, in which
the Company owns, directly
or indirectly, any
equity or other ownership
interest.


 


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,


 



 

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(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. Capitalization. As of the
date hereof, the authorized common stock of the Company consists of
1,000,000,000 authorized shares of
Common Stock, $0.001 par value per share, of which
89,421,392 shares
are issued and
outstanding; and 119,841,718 shares are reserved for
issuance upon
conversion of the Note. All
of such outstanding shares of capital stock are, or
upon issuance will be, duly authorized, validly issued, fully
paid and
non-assessable.


 


d. 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.


 


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 for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would
not, individually or
in the aggregate, have
a Material Adverse Effect).
The businesses
of the Company and its Subsidiaries, if any, are not being
conducted, and shall
not be conducted so long as the
Buyer owns any of the Securities, in violation
of any law, ordinance or regulation of
any governmental entity. "Material Adverse Effect" means any
material adverse effect on the business, operations, assets, financial condition or
prospects of the Company or its
Subsidiaries, if any, taken as
a whole, or on the transactions contemplated
hereby or by the agreements or instruments to be entered
into in connection herewith.


 


f. SEC Documents: Financial Statements.
The Company has filed all reports, schedules,
forms, statements
and other documents required to be
filed by it with the
SEC pursuant to the reporting
requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act")
(all of the foregoing filed prior to the date hereof
and all exhibits
included therein and financial statements and schedules
thereto and documents (other than exhibits to such documents) incorporated by reference therein,
being hereinafter referred to
herein as the "SEC Documents"). Upon written request the
Company will deliver to the Buyer true and complete copies of
the SEC Documents, except for such exhibits and incorporated documents. As of their
respective dates or if
amended, as of the dates of the amendments, the
SEC Documents complied in all material respects
with the requirements of the 1934 Act and the rules
and regulations of the SEC promulgated thereunder applicable to the
SEC Documents, and
none of the SEC Documents, at the time
they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a
material fact required
to be stated therein
or necessary in
order to make the
statements therein, in light of the circumstances under which they
were made, not misleading. None
of the statements
made in any
such SEC Documents is, or has been,
required to be amended or updated under applicable law
(except for such statements
as have been amended
or updated in subsequent
filings prior the date hereof). As of
their respective dates or if amended, as
of the dates of the amendments, the financial statements of
the Company included in the SEC
Documents complied as
to form in all material respects
with applicable
accounting requirements
and the published rules and regulations of the SEC
with respect
thereto. Such
financial statements
have been prepared in accordance with
United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the
consolidated financial position of the Company and its
consolidated Subsidiaries as of the dates thereof
and the consolidated results of their operations and cash flows for the periods then ended (subject, in
the case of unaudited
statements, to normal
year-end audit adjustments). The Company is subject to
the reporting
requirements of the 1934
Act.


 


g. Absence of Certain
Changes. Since
March 31, 2018, except as set forth
in the SEC Documents, there has
been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations,
financial condition, results of operations, prospects
or 1934 Act reporting status of the
Company or any of
its Subsidiaries.


 


h. Absence of Litigation. Except as set
forth in the SEC Documents, 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.


 



 

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i. 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 sa les 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.


 


j. No Brokers. Except with respect to
Moody Capital Solutions,
Inc., the Company has taken no action
which would give rise to any claim by
any person for brokerage commissions, transaction fees or similar payments
relating to this Agreement or the transactions contemplated
hereby.


 


k.
No Investment Company. The Company is not, and upon the issuance
and sale of the Securities as contemplated by this Agreement will
not be an "investment company" required to be registered under the
Investment Company Act of 1940 (an "Investment Company"). The
Company is not controlled by an Investment Company.


 


I. Breach of Representations and Warranties
_b
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 Section 3.4 of the
Note.


 


4.
COVENANTS.


 


a.
Best Efforts. The Company shall use its best efforts to satisfy
timely each of the conditions described in Section 7 of this
Agreement.


 


b.
Form 0; Blue Sky Laws. The Company agrees to timely make any
filings required by federal and state laws as a result of the
closing of the transactions contemplated by this
Agreement.


 


c.
Use of Proceeds. The Company shall use the proceeds for general
working capital purposes.


 


d. Expenses. At the Closing, the Company's
obligation with respect to the transactions contemplated by this Agreement is to
reimburse Buyer' expenses shall be $3,000.00 for Buyer's legal fees
and due diligence fee.


 


e.
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
with the prior written consent of the Buyer.


 


f. 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 Section
3.4 of the Note.


 


g.
Failure to Comply with the 1934 Act. So long as the Buyer
beneficially owns the Note, the Company shall comply with the
reporting requirements of the 1934 Act; and the Company shall
continue to be subject to the reporting requirements of the 1934
Act.


 


h. Trading Activities. Neither the Buyer nor its
affiliates has an open short position in the common stock of the
Company and the Buyer agrees that it shall not, and that it will
cause its affiliates not to,
engage in any short sales of or
hedging transactions with respect to the common stock of the
Company.


 




i.

Right of
First
Refusal. Unless it shall have first
delivered to the Buyer, at least forty eight (48) hours prior to the closing of
such Future Offering
(as defined herein), written notice describing the proposed
Future Offering ("ROFR
Notice"), including the terms and
conditions thereof,
identity of the proposed
purchaser and proposed definitive documentation to be entered
into in connection therewith, and providing the
Buyer an option during the forty eight (48) hour period following
delivery of such
notice to purchase the securities
being offered in the Future Offering on the same terms as
contemplated by such Future Offering (the limitations referred
to in this sentence and the preceding sentence are
collectively referred
to as the "Right
of First Refusal"), the Company
will not conduct any equity (or debt with
an equity component) financing in an amount less than
$150,000 {"Future Offering(s)") during the
period beginning
on the Closing Date
and ending nine (9) months following the Closing Date. In the event
the terms and conditions of a proposed Future Offering are amended
in any respect after delivery of the notice to
the Buyer concerning the
proposed Future
Offering, the Company shall deliver a
new notice to
the Buyer describing the amended terms and conditions of
the proposed Future Offering and
the Buyer thereafter shall have an option
during the forty eight (48) hour period following delivery of such new notice
to purchase its pro rata share of the
securities being offered on the same terms as contemplated
by such proposed Future Offering, as amended. Notwithstanding anything contained
herein to the contrary, any subsequent offer by an
investor, or an affiliate of such investor,
identified on an ROFR Notice is
subject to this Right of
First Refusal.






 



 

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5. Transfer
Agent Instructions. The
Company shall issue irrevocable
instructions to its transfer agent
to issue certificates, registered in the
name of the Buyer
or its nominee, for the Conversion Shares in such amounts
as specified from time to time by the Buyer to the
Company upon conversion of the Note in accordance with the
terms thereof (the
"Irrevocable Transfer
Agent Instructions" ).
In the event that the Company proposes to
replace its transfer agent, the Company shall provide, prior
to the effective date of such replacement, a fully executed
Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this
Agreement (including but not
limited to the provision to
irrevocably reserve shares
of Common Stock in the Reserved Amount
as such term is
defined in the Note) signed by the
successor transfer
agent to Company
and the Company. Prior to registration of the Conversion
Shares under
the 1933 Act or the date on
which the Conversion Shares may be sold pursuant
to an exemption from registration, all
such certificates shall bear the
restrictive legend
specified in Section 2(e) of this
Agreement. The Company warrants that: (i) no instruction other than
the Irrevocable Transfer
Agent Instructions referred to in this
Section 5, will be given by the Company to its transfer agent
and that the Securities shall otherwise be freely transferable on
the books and records of the Company as and to the extent
provided in this Agreement and the Note; (ii) it will
not direct its transfer
agent not to transfer or delay, impair, and/or hinder its transfer
agent in transferring (or issuing)(electronically or
in certificated form) any certificate for Conversion
Shares to be issued to the Buyer upon conversion of or otherwise
pursuant to the Note as and when
required by the Note and this Agreement; and (iii) it will not fail
to remove (or
directs its transfer
agent not to remove or impairs, delays, and/or hinders its transfer
agent from removing) any restrictive legend (or to withdraw any
stop transfer instructions in
respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or
otherwise pursuant to
the Note as and when
required by the Note and/or this Agreement. If the Buyer provides
the Company and the Company's transfer, at the cost of the Buyer,
with an opinion of counsel in form, substance and
scope customary for opinions in comparable transactions,
to the effect
that a public sale or transfer
of such Securities may
be made without registration under the 1933 Act, the Company
shall permit the transfer, and, in the
case of the Conversion Shares, promptly instruct its transfer
agent to issue one or more certificates, free from restrictive
legend, in such
name and in such
denominations as specified
by the Buyer. 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 transactions
contemplated hereby. Accordingly, the
Company acknowledges that the remedy at law for a
breach of its obligations under t his
Section 5 may be
inadequate and agrees, in the event of a
breach or threatened breach by the Company of the provisions
of this Section, that the Buyer shall be
entitled, in addition to all other available remedies, to an
injunction restraining any breach and requiring immediate transfer, without the necessity
of showing economic loss
and without any bond or
other security being required.


 


6.
Conditions to the Company's Obligation
to Sell. The obligation
of the Company hereunder to issue and
sell the Note to the Buyer at the Closing is
subject to the satisfaction, at or before the Closing
Date of each of the following conditions thereto, provided that
these conditions are
for the Company's
sole benefit and may be waived by the Company at any time in
its sole discretion:


 


a. The Buyer shall have executed
this Agreement and
delivered the same
to the Company.


 


b. The Buyer shall have
delivered the Purchase Price in
accordance with Section
l(b) above.


 


c. The representations and warranties of the
Buyer shall be true and
correct in all material
respects as of the date when made and as of the Closing Date as
though made at
that time (except for representations
and warranties that speak as of a specific date), and the Buyer shall have
performedi
satisfied
and complied
in all material respects with the covenants,
agreements
and
conditions
required by this Agreement to be
performed, satisfied
or complied with by the Buyer
at or prior to the Closing Date.


 


d. No litigation, statute, rule, regulation,
executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by
or in any court or
governmental authority of competent
jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of
the transactions contemplated by this Agreement.


 


7. Conditions to The Buyer's Obligation to
Purchase. The obligation of the Buyer hereunder to purchase
the Note at the Closing is subject to
the satisfaction,
at or before the Closing Date
of each of the following conditions,
provided that these conditions are
for the Buyer's sole benefit and may be waived by the
Buyer at any
time in its
sole discretion:


 


a. The
Company shall have
executed this Agreement
and delivered the same to the Buyer.


 


b. The Company shall have delivered to the Buyer the duly executed Note (in
such denominations
as the Buyer shall request) in accordance
with Section
l(b) above.


 


c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been
delivered to and
acknowledged in writing by the
Company's Transfer Agent.


 



 

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d. The representations and warranties of the
Company shall
be true and correct in all
material respects as of the date when made and as of the
Closing Date as though made at such time (except for representations and warranties that speak as of a specific
date) and the Company shall have
performed, satisfied and
complied in all material respects with
the covenants, agreements and
conditions required by this
Agreement to be performed, satisfied or complied with by the
Company at or
prior to the Closing Date. The
Buyer shall have received
a certificate or certificates, executed by the chief executive officer
of the Company, dated as of the Closing Date, to the
foregoing effect and
as to such other
matters as may be reasonably requested by the Buyer
including, but not limited to certificates with respect to the
Board of Directors' resolutions relating to
the transactions contemplated hereby.


 


e. No
litigation, statute,
rule, regulation,
executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or
endorsed by or in any court or governmental
authority of competent jurisdiction or any
self-regulatory organization
having authority over the matters contemplated hereby which
prohibits the
consummation of any of the
transactions contemplated by this Agreement.


 


f. No event shall
have occurred which could reasonably be expected to
have a Material Adverse
Effect on the Company including but not limited to a
change in the
1934 Act reporting status of the
Company or the failure of the Company to
be timely in its 1934 Act reporting obligations.


 


g. The Conversion Shares shall
have been authorized for
quotation on an exchange
or electronic quotation system and
trading in the Common Stock
on such exchange or electronic quotation system shall not have
been suspended by the SEC or an
exchange or electronic quotation system.


 


h. The Buyer
shall have received the
fully executed
(with notary Confession of Judgment) dated as of the
Closing Date.


 


8. Governing law; Miscellaneous.


 


a. Governing law. This Agreement
shall be governed by
and construed
in accordance with the
laws of the
State of Virginia 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 Eastern District 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/arum 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, the Note or any related
document or agreement 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. 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.


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 majority
in interest of the Buyer.


 



 

6







 






 


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, or (iv) 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 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 as set forth in the
heading of this
Agreement with a copy
by fax only to (which copy shall not
constitute notice) to Naidich Wurman LLP, 111 Great Neck Road,
Suite 214, Great
Neck, NY 11021, Attn: Allison
Naidich, facsimile:
516-466-3555, e-mail:
allison@nwlaw.com. Each
party shall provide notice to the other
party of any change
in address.


 


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 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.


 


h. 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 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.


 


i. 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.


 


j.
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.


 


k. 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.


 




 

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REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)


 




 

8








 






 


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.


/s/ Gene S. Cartwright


Gene S.
Cartwright


President
and Chief Executive Officer


 



POWER UP LENDING GROUP LTD.


By:
/s/ Curt Kramer


Name:
Curt Kramer


Title:
Chief Executive Officer


111 Great Neck Road, Suite
216


Great
Neck, NY 11021


 


AGGREGATE SUBSCRIPTION
AMOUNT:


 


Aggregate Principal Amount of Note:
$53,000.00


 


Aggregate
Purchase Price:
$53,000.00




 

9