gtph_ex1033





  Exhibit 10.33











 



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
EAGLE EQUITIES,
LLC,
a Nevada limited liability company, with
its address at
390 Whalley Ave., New Haven,
CT 06511 (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
carryon 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 (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). 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(t)
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 arm’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
of the 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
SmallCap Market ("Nasdaq SmallCap")
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.


 



 

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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 Small Cap
or NYSE.


 


d. No
Integration. The Company shall not make any offers 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 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 Comers East, Suite B


Norcross,
GA 30092


Attn: Gene S. Cartwright,
CEO


 


If to the
Buyer:


EAGLE
EQUITIES, LLC


390 Whalley
Ave.


New Haven, CT
06511


Attn:
Yakov Borenstein


 


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
Joss 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.


 


I.           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 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


 



EAGLE EQUITIES, LLC

By:            
/s/
Yakov
Borenstein                                                      




Name: Yakov
Borenstein 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