gthp_ex1014





Exhibit
10.14







 


 


 SECURITIES PURCHASE
AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (the
"Agreement"), dated as of February 12, 2018, by and between
Guided
Therapeutics, Inc.,
a Delaware corporation, with
headquarters located at 5835 Peachtree Comers East, Suite D,
Norcross, GA 30092, (the "Company"), and ADAR BAYS,
LLC, a Florida limited
liability company,
with its address at 3411 Indian Creek
Drive, Suite 403, Miami Beach, FL 33140
(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 three 8% convertible notes of the Company, in the
forms attached hereto as Exhibit A, B, and C in the aggregate
principal amount of $285,862.50 (with all three notes being
in the amount of $95,287.50
each) (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
"Notes"), convertible into shares of common stock,
par value $0.001 per
share, of the Company (the "Common Stock"), upon the terms and subject to the
limitations and conditions set forth in such Note.
Each note shall contain an original issue
discount of 10% such that the purchase price of each note shall be
$86,625.00. The
first of the three Notes (the
"First Note") shall be paid for by the Buyer as set forth
herein. Each
of the two following
$95,287.50 notes ("Note 2" and "Note 3",
respectively) shall initially be paid for by the issuance of an
offsetting $86,625.00 secured note issued to the
Company by the Buyer (a "Buyer Note"),
provided that prior to conversion of a particular back end note
("Back End Note"), the Buyer must have paid off that particular
Buyer Note in cash such that the particular Back
End Note may not be converted until it has been paid
for in cash by Buyer.


 


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 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
First 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 First 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 First Note on behalf of the Company, to the Buyer, against
delivery of such Purchase Price.


 


c.
Closing Date. The date and time of the
first issuance and sale of the First Note
pursuant to this Agreement (the "Closing Date") shall be on or about February 12,
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. The subsequent closing of the Second Note shall occur
on or before the date specified in the Buyer Note.
The Company may
reject the closing of the back end financing by giving the Buyer
written notice at least 30 days prior to the 6 month anniversary of
the Notes o[its intent to reject the
funding of each of the Buyer Notes. In such base both the Buyer
Notes and the back end notes shall be
terminated.


 



 

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Company Initials


 


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


 


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"). Any of Buyer's transferees, assignees,
or purchasers must be "accredited investors" in order to qualify as prospective
transferees, permitted assignees in the case of Buyer's or Holder's
transfer, assignment or sale of the
Note.


 


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
reasonably 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 or Buyer agrees to be
subject to a nondisclosure agreement in form and substance
reasonably satisfactory to the Company. In no event shall the
Company be forced to disclose such information publicly solely by
reason of the Buyer's request for such
information.
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 re-sale 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) in the case of subparagraphs (c),
(d) and (e) below, 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 (an "Opinion of
Counsel") to the effect that the Securities to be sold or
transferred may be sold, or transferred pursuant to an exemption
from such registration, including the removal of any restrictive
legend 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(±) and who is an Accredited Investor, ( d) the
Securities are sold pursuant to Rule 144, or ( e) the Securities
are sold pursuant to Regulation Sunder the 1933 Act (or a successor
rule) ("Regulation S"); (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.


 



 

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g.
Legends. The Buyer understands that the Note and, until such time
as the Conversion Shares have been registered 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, 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."


 


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, and (b)
such holder provides the Company with an Opinion of Counsel, to the
effect that a public sale or transfer of such Security may be made
without registration under the 1933 Act, and that legend removal is
appropriate, 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 such 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. The Buyer is a
validly existing corporation, limited partnership or limited
liability company and has all requisite
corporate, partnership or limited liability company power and
authority to invest in the Securities pursuant to this Agreement. The execution, delivery and
performance of this Agreement has
been duly and validly authorized by the Buyer. 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.


 


j .
No Short Sales. Buyer/Holder, its
successors and assigns, agrees that so long as the Note remains
outstanding, neither the Buyer/Holder nor any of its affiliates
shall not enter into or effect "short sales"
of the Common Stock or hedging transaction which establishes a
short position with respect to the Common Stock of the
Company. The Company acknowledges and agrees that upon
delivery of a Conversion Notice by the Buyer/Holder, the
Buyer/Holder immediately owns the shares of Common Stock described
in the Conversion Notice and any sale of those shares issuable
under such Conversion Notice would not be considered short
sales.


 


 
3. Representations and Warranties of
the Company.
The Company represents and warrants to
the Buyer that, except as otherwise disclosed in the Company's
filings with the SEC:



 


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 reqms1te 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 tem1s, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability, relating to or affecting creditors' rights
generally.


 



 

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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 prope1iy or asset of the
Company or any of its Subsidiaries is bound or affected ( except,
with respect to clauses (ii) and (iii), 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. "Material Adverse
Effect" means a material adverse effect on (i) the assets,
liabilities,
results of
operations, condition (financial or otherwise),
business, or prospects of the Company and its subsidiaries
taken as a whole, or (ii) the ability of the Company to perform its
obligations under this Agreement or the Notes.


 


f. Absence of Litigation. 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.


 


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.


 


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 in any material respect, 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.


 



 

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4. COVENANTS.


 


a.
Expenses. Excluding transfer agent and
other fees set forth in the First Note, and except with respect to
the $4,125.00 per Note to be withheld from the Purchase
Price for the Buyer's legal fees,
each party shall be responsible for its own expenses incurred in
connection with this Agreement.


 


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 Note 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 market, the
Nasdaq stock market ("Nasdaq") 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 markets on which the Common Stock is then listed regarding
the continued eligibility of the Common Stock for listing on such
markets.


 


c.
Corporate Existence. So long as
the Buyer beneficially owns the 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 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. Filings. The Company
shall include all of the Notes in its next scheduled SEC filing
whether that shall be a 1 OQ or a 1 OK.


 


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 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. 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. 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,
or electronic mail transmission of a ".pdf' copy of
this Agreement, bearing the signature of the party so delivering
this Agreement.


 


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.


 



 

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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
waiving party, in the case of a waiver, or by the Company and a
majority in interest of the Buyer, in the case of an
amendment.


 


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, (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:


 


If to the Company, to:


Guided
Therapeutics, Inc.


5835
Peachtree Corners East, Suite D


Norcross,
GA 30092


Attn:
Gene S. Cartwright, CEO


 


If to the Buyer:


ADAR
BAYS, LLC


3411
Indian Creek Drive,


Suite
403


Miami Beach, FL 3
3140


Attn:
Samuel Eisenberg


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


 



 

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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
of its "affiliates,"
as that term is defined under the
1934 Act, without the consent of the Company with Buyer's
Opinion of Counsel.


 


h. 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.


 


i. 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 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.


 


j.
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.


 


k. 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.


 


l. 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 ofthis
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.


 


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



Name: Gene S. Cartwright



Title: CEO


 


 



ADAR BAYS, LLC



/s/ Samuel Eisenberg



Name: Samuel Eisenberg



Title: Manager


 


 


AGGREGATE SUBSCRIPTION AMOUNT:
$285,862.50 Aggregate Principal Amount of Notes:
Aggregate Purchase Price: Note 1:
$95,287.50.00, less
$8,662.50 in OID,
less $4,125.00 in
legal fees, less $7,500.00 in
fees to Moody Capital Solutions, Inc.


 


Note 2: $95,287.50.00, less $8,662.50 in
OID, less $4,125.00 in
legal fees, less $7,500.00 in
fees to Moody Capital Solutions, Inc. Note 3: $95,287.50.00, less
$8,662.50 in
OID, less $4,125.00 in
legal fees, less $7,500.00 in fees to Moody Capital Solutions,
Inc.


 




 

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EXHIBIT A 144 NOTE -$95,287.50


 


EXHIBITB
BACK END NOTE 1-$95,287.50


 


EXHIBITC BACK END NOTE 2 -$95,287.50




 

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