gthp_ex1039





 






Exhibit
10.39


 


NOTE
EXCHANGE AGREEMENT


 


	
 Original Issuance
Date: February 8, 2019

	
 Principal Amount:
$ 145,543.99







 


THIS
PROMISSORY NOTE is duly authorized and validly Note of Guided
Therapeutics, Inc., a Delaware corporation, (the "Company"), having
its principal place of business at 5835 Peachtree Corners East,
Suite B, Norcross, Georgia 30092.


THIS
PROMISSORY NOTE is issued in exchange for three notes currently
held by the creditor with a Principal Value of $107,500 and
interest of $ 38,043.99 for a total of $145,543.99. These three
notes were amended at a reduced interest rate on December 31 2016,
but in return for this note exchange agreement, the Company will
recognize the original interest rates in calculating the balance
for the exchange. The three referenced notes and their amendments
are attached to this Agreement as Exhibits 1-6.


FOR V
ALOE RECEIVED in the form of the exchange for three previous notes
described above and attached hereto, the undersigned promises to
pay to FGP Protective Opportunity Master fund SPC abo FGP
Protective Opportunity Master fund, SP ("Holder") the principal sum
of One Hundred Forty Five Thousand Five Hundred Forty Three DOLLARS
AND ninety nine CENTS ($145,543.99) and no fee or interest, for the
total of One Hundred Forty five thousand Five Hundred Forty Three
DOLLARS AND ninety nine CENTS ($ 145,543.99), in lawful money of
the United States of America, at such place as Holder may designate
in writing.


At the
discretion of the Company, rather than paying the Holder in cash,
this note can be exchanged for equity in a financing of at least
$1,000,000 as follows:




a)

If the Holder
elects to invest, at a minimum, the same amount as the balance of
the note (including interest) into the new financing, the exchange
will be into Series C3 Preferred Shares on a pro rata
basis.






 



b) 

If the Holder does
not elect to invest in the new financing, each dollar of the
balance of the note outstanding will be exchanged for two common
shares and a warrant to purchase two common shares at market price.
The warrants will expire in three years, will be subject to a
vesting and buy back provisions the same as other warrant holders
in the financing and will not have a cashless exercise
option






Should
the Company elect to pay the balance in cash, the note shall pay 6%
annual interest and mature on the second anniversary of its
execution.


All
parties to this Note, including maker and any sureties, endorsers,
or guarantors, hereby waive protest, presentment, notice of
dishonor, and notice of acceleration of maturity and agree to
continue to remain bound for the payment of principal, interest and
all other sums due under this Note, notwithstanding any change or
changes by way of release, surrender, exchange, modification or
substitution of any security for this Note or by way of any
extension or extensions of time for the payment of principal and
interest, if any; and all such parties waive all and every kind of
notice of such change or changes and agree that the same may be
made without notice or consent of any of them.


 




 

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THIS PROMISSORY NOTE
may be transferred to another party only upon written consent of
Guided Therapeutics.


This
Note shall be governed by, and construed in accordance with, the
laws of the State of Georgia, regardless of laws that might
otherwise govern under applicable principles of conflicts of
law.


IN
WITNESS WHEREOF, the undersigned has caused this instrument to be
duly executed the day and year first above written.


 


GUIDED
THERAPEUTICS, INC.


By: /s/
Gene S. Cartwright


________________________


Gene
S. Cartwright, CEO


 


 



Creditor:


 



By: /s/ Gregory Pepin


Gregory
Pepin, General Manager


 


 


 




 

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