gthp_ex1047





 







Exhibit 10.47


 


 REGISTRATION RIGHTS
AGREEMENT


This Registration Rights Agreement (this
“Agreement”)
is made and entered into as of December 30, 2019, between Guided
Therapeutics, Inc., a Delaware corporation (the
“Company”),
and each of the several purchasers signatory hereto (each such
purchaser, a “Purchaser”
and, collectively, the “Purchasers”).


This Agreement is made pursuant to the Securities
Purchase Agreement, dated as of the date hereof, between the
Company and each Purchaser (the “Purchase
Agreement”).


The
Company and each Purchaser hereby agrees as follows:


1.
Definitions.


Capitalized terms used and not
otherwise defined herein that are defined in the Purchase Agreement
shall have the meanings given such terms in the Purchase
Agreement. As used in this
Agreement, the following terms shall have the following
meanings:


“Advice”
shall have the meaning set forth in Section
6(c).


“Effectiveness
Date” means, with respect
to the Initial Registration Statement required to be filed
hereunder, the 120th
calendar day following the date hereof
(or, in the event of a “full review” by the Commission,
the 150th
calendar day following the date
hereof) and with respect to any additional Registration Statements
which may be required pursuant to Section 2(c) or Section 3(c), the
120th
calendar day following the date on
which an additional Registration Statement is required to be filed
hereunder (or, in the event of a “full review” by
150th
the Commission, the calendar day
following the date such additional Registration Statement is
required to be filed hereunder); provided,
however,
that in the event the Company is notified by the Commission that
one or more of the above Registration Statements will not be
reviewed or is no longer subject to further review and comments,
the Effectiveness Date as to such Registration Statement shall be
the fifth Trading Day following the date on which the Company is so
notified if such date precedes the dates otherwise required above,
provided, further, if such Effectiveness Date falls on a day that
is not a Trading Day, then the Effectiveness Date shall be the next
succeeding Trading Day.


 


“Effectiveness
Period” shall have the
meaning set forth in Section 2(a).


“Event”
shall have the meaning set forth in Section
2(d).


“Event
Date” shall have the
meaning set forth in Section 2(d).


 






 

1








 






“Filing
Date” means, with respect
to the Initial Registration Statement required hereunder, the
90th
calendar day following the date hereof
and, with respect to any additional Registration Statements which
may be required pursuant to Section 2(c) or Section 3(c), the
earliest practical date on which the Company is permitted by SEC
Guidance to file such additional Registration Statement related to
the Registrable Securities.


“Holder”
or “Holders”
means the holder or holders, as the case may be, from time to time
of Registrable Securities.


“Indemnified
Party” shall have the
meaning set forth in Section 5(c).


“Indemnifying
Party” shall have the
meaning set forth in Section 5(c).


“Initial Registration
Statement” means the
initial Registration Statement filed pursuant to this
Agreement.


“Losses”
shall have the meaning set forth in Section
5(a).


“Plan of
Distribution” shall have
the meaning set forth in Section 2(a).


“Prospectus”
means the prospectus included in a Registration Statement
(including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of
an effective registration statement in reliance upon Rule 430A
promulgated by the Commission pursuant to the Securities Act), as
amended or supplemented by any prospectus supplement, with respect
to the terms of the offering of any portion of the Registrable
Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by
reference or deemed to be incorporated by reference in such
Prospectus.


“Registrable
Securities” means, as of
any date of determination, (a) all Shares of the shares of Common
Stock then issued and issuable upon conversion in full of the
Debentures (assuming on such date the Debentures are converted in
full without regard to any conversion limitations therein), (b) all
shares of Common Stock issued and issuable as interest on the
Debentures assuming all permissible interest payments are made in
shares of Common Stock and the Debentures are held until maturity
(c) all Warrant Shares then issued and issuable upon exercise of
the Warrants (assuming on such date the Warrants are exercised in
full without regard to any exercise limitations therein), (d) any
additional shares of Common Stock issued and issuable in connection
with any anti-dilution provisions in the Debentures or the Warrants
(in each case, without giving effect to any limitations on
conversion set forth in the Debentures or limitations on exercise
set forth in the Warrants) and (e) any securities issued or then
issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the
foregoing; provided,
however, that any such
Registrable Securities shall cease to be Registrable Securities
(and the Company shall not be required to maintain the
effectiveness of any, or file another, Registration Statement
hereunder with respect thereto) for so long as (a) a Registration
Statement with respect to the sale of such Registrable Securities
is declared effective by the Commission under the Securities Act
and such Registrable Securities have been disposed of by the Holder
in accordance with such effective Registration Statement, (b) such
Registrable Securities have been previously sold in accordance with
Rule 144, or (c) such securities become eligible for resale without
volume or manner-of-sale restrictions and without current public
information pursuant to Rule 144 as set forth in a written opinion
letter to such effect, addressed, delivered and acceptable to the
Transfer Agent and the affected Holders (assuming that such
securities and any securities issuable upon exercise, conversion or
exchange of which, or as a dividend upon which, such securities
were issued or are issuable, were at no time held by any Affiliate
of the Company, and all Warrants are exercised by “cashless
exercise” as provided in Section 2(c) of each of the
Warrants, as reasonably determined by the Company, upon the advice
of counsel to the Company.




 

2








 






 


“Registration
Statement” means any
registration statement required to be filed hereunder pursuant to
Section 2(a) and any additional registration statements
contemplated by Section 2(c) or Section 3(c), including (in each
case) the Prospectus, amendments and supplements to any such
registration statement or Prospectus, including pre-and
post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference
in any such registration statement.


“Rule
415” means Rule 415
promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission
having substantially the same purpose and effect as such
Rule.


“Rule
424” means Rule 424
promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission
having substantially the same purpose and effect as such
Rule.


“Selling Stockholder
Questionnaire” shall have
the meaning set forth in Section 3(a).


“SEC
Guidance” means (i) any
publicly-available written or oral guidance of the Commission
staff, or any comments, requirements or requests of the Commission
staff and (ii) the Securities Act.


 


2. Shelf
Registration.


(a) On or prior to each Filing Date, the Company
shall prepare and file with the Commission a Registration Statement
covering the resale of all of the Registrable Securities that are
not then registered on an effective Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415.
Each Registration Statement filed hereunder shall be on Form S-3
(except if the Company is not then eligible to register for resale
the Registrable Securities on Form S-3, in which case such
registration shall be on another appropriate form in accordance
herewith, subject to the provisions of Section 2(e)) and shall
contain (unless otherwise directed by at least 85% in interest of
the Holders) substantially the “Plan of Distribution”
attached hereto as Annex A
and substantially the
“Selling
Stockholder” section
attached hereto as Annex
B; provided,
however,
that no Holder shall be required to be named as an
“underwriter” without such Holder’s express prior
written consent. Subject to the terms of this Agreement, the
Company shall use its commercially reasonable efforts to cause a
Registration Statement filed under this Agreement (including,
without limitation, under Section 3(c)) to be declared effective
under the Securities Act as promptly as possible after the filing
thereof, but in any event no later than the applicable
Effectiveness Date, and shall use its commercially reasonable
efforts to keep such Registration Statement continuously effective
under the Securities Act until the date that all Registrable
Securities covered by such Registration Statement (i) have been
sold, thereunder or pursuant to Rule 144, or (ii) may be sold
without volume or manner-of-sale restrictions pursuant to Rule 144
and without the requirement for the Company to be in compliance
with the current public information requirement under Rule 144, as
determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the
Transfer Agent and the affected Holders (the
“Effectiveness Period”).
The Company shall telephonically request effectiveness of a
Registration Statement as of 5:00 p.m. Eastern Time on a Trading
Day. The Company shall immediately notify the Holders via facsimile
or by e-mail of the effectiveness of a Registration Statement on
the same Trading Day that the Company telephonically confirms
effectiveness with the Commission, which shall be the date
requested for effectiveness of such Registration Statement. The
Company shall, by 9:30 a.m. Eastern Time on the Trading Day after
the effective date of such Registration Statement, file a final
Prospectus with the Commission as required by Rule 424. Failure to
so notify the Holder within one (1) Trading Day of such
notification of effectiveness or failure to file a final Prospectus
as foresaid shall be deemed an Event under Section
2(d).




 

3








 






 


(b) Notwithstanding the registration obligations
set forth in Section 2(a), if the Commission informs the Company
that all of the Registrable Securities cannot, as a result of the
application of Rule 415, be registered for resale as a secondary
offering on a single registration statement, the Company agrees to
promptly inform each of the Holders thereof and use its
commercially reasonable efforts to file amendments to the Initial
Registration Statement as required by the Commission, covering the
maximum number of Registrable Securities permitted to be registered
by the Commission, on Form S-3 or such other form available to
register for resale the Registrable Securities as a secondary
offering, subject to the provisions of Section 2(e); with respect
to filing on Form S-3 or other appropriate form, and subject to the
provisions of Section 2(d) with respect to the payment of
liquidated damages; provided,
however,
that prior to filing such amendment, the Company shall be obligated
to use diligent efforts to advocate with the Commission for the
registration of all of the Registrable Securities in accordance
with the SEC Guidance, including without limitation, Compliance and
Disclosure Interpretation 612.09.


(c)
Notwithstanding any other provision of this Agreement, if the
Commission or any SEC Guidance sets forth a limitation on the
number of Registrable Securities permitted to be registered on a
particular Registration Statement as a secondary offering (and
notwithstanding that the Company used diligent efforts to advocate
with the Commission for the registration of all or a greater
portion of Registrable Securities), unless otherwise directed in
writing by a Holder as to its Registrable Securities, the number of
Registrable Securities to be registered on such Registration
Statement will be reduced as follows:


a.
First, the Company shall reduce or eliminate any securities to be
included other than Registrable Securities;


b.
Second, the Company shall reduce Registrable Securities represented
by Warrant Shares (applied, in the case that some Warrant Shares
may be registered, to the Holders on a pro rata basis based on the
total number of unregistered Warrant Shares held by such Holders);
and


c.
Third, the Company shall reduce Registrable Securities represented
by Conversion Shares (applied, in the case that some Conversion
Shares may be registered, to the Holders on a pro rata basis based
on the total number of unregistered Conversion Shares held by such
Holders).


In
the event of a cutback hereunder, the Company shall give the Holder
at least five (5) Trading Days prior written notice along with the
calculations as to such Holder’s allotment. In the event the
Company amends the Initial Registration Statement in accordance
with the foregoing, the Company will use its commercially
reasonable efforts to file with the Commission, as promptly as
allowed by Commission or SEC Guidance provided to the Company or to
registrants of securities in general, one or more registration
statements on Form S3 or such other form available to register for
resale those Registrable Securities that were not registered for
resale on the Initial Registration Statement, as
amended.


 


(d) If: (i) the Initial Registration Statement is
not filed on or prior to its Filing Date (if the Company files the
Initial Registration Statement without affording the Holders the
opportunity to review and comment on the same as required by
Section 3(a) herein, the Company shall be deemed to have not
satisfied this clause (i)), or (ii) the Company fails to file with
the Commission a request for acceleration of a Registration
Statement in accordance with Rule 461 promulgated by the Commission
pursuant to the Securities Act, within five Trading Days of the
date that the Company is notified (orally or in writing, whichever
is earlier) by the Commission that such Registration Statement will
not be “reviewed” or will not be subject to further
review, or (iii) a Registration Statement registering for resale
all of the Registrable Securities is not declared effective by the
Commission by the Effectiveness Date of the Initial Registration
Statement, or (iv) after the effective date of a Registration
Statement, such Registration Statement ceases for any reason to
remain continuously effective as to all Registrable Securities
included in such Registration Statement, or the Holders are
otherwise not permitted to utilize the Prospectus therein to resell
such Registrable Securities, for more than twenty (20) consecutive
calendar days or more than an aggregate of fifteen (15) calendar
days (which need not be consecutive calendar days) during any
12-month period (any such failure or breach being referred to as an
“Event”,
and for purposes of clauses (i) and (iv), the date on which such
Event occurs, and for purpose of clause (ii) the date on which such
five (5) Trading Day period is exceeded, and for purpose of clause
(iv) the date on which such twenty (20) or thirty (30) calendar day
period, as applicable, is exceeded being referred to as
“Event
Date”), then, in addition
to any other rights the Holders may have hereunder or under
applicable law, on each such Event Date and on each monthly
anniversary of each such Event Date (if the applicable Event shall
not have been cured by such date) until the applicable Event is
cured, the Company shall pay to each Holder an amount in cash, as
partial liquidated damages and not as a penalty, equal to the
product of 1.0% multiplied by the aggregate Subscription Amount
paid by such Holder pursuant to the Purchase Agreement. The parties
agree that the maximum aggregate liquidated damages payable to a
Holder under this Agreement shall be 4% of the aggregate
Subscription Amount paid by such Holder pursuant to the Purchase
Agreement. If the Company fails to pay any partial liquidated
damages pursuant to this Section in full within seven days after
the date payable, the Company will pay interest thereon at a rate
of 12% per annum (or such lesser maximum amount that is permitted
to be paid by applicable law) to the Holder, accruing daily from
the date such partial liquidated damages are due until such
amounts, plus all such interest thereon, are paid in full. The
partial liquidated damages pursuant to the terms hereof shall apply
on a daily pro rata basis for any portion of a month prior to the
cure of an Event.




 

4








 






 


(e)
If Form S-3 is not available for the registration of the resale of
Registrable Securities hereunder, the Company shall (i) register
the resale of the Registrable Securities on another appropriate
form and (ii) undertake to register the Registrable Securities on
Form S-3 as soon as such form is available, provided that the
Company shall maintain the effectiveness of the Registration
Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been
declared effective by the Commission.


(f)
Notwithstanding anything to the contrary contained herein, in no
event shall the Company be permitted to name any Holder or
affiliate of a Holder as any Underwriter without the prior written
consent of such Holder.


 


3. Registration
Procedures.


In
connection with the Company’s registration obligations
hereunder, the Company shall:


 


(a) Not less than five (5) Trading Days prior to
the filing of each Registration Statement and not less than one (1)
Trading Day prior to the filing of any related Prospectus or any
amendment or supplement thereto (including any document that would
be incorporated or deemed to be incorporated therein by reference),
the Company shall (i) furnish to each Holder copies of all such
documents proposed to be filed, which documents (other than those
incorporated or deemed to be incorporated by reference) will be
subject to the review of such Holders, and (ii) cause its officers
and directors, counsel and independent registered public
accountants to respond to such inquiries as shall be necessary, in
the reasonable opinion of respective counsel to each Holder, to
conduct a reasonable investigation within the meaning of the
Securities Act. The Company shall not file a Registration Statement
or any such Prospectus or any amendments or supplements thereto to
which the Holders of 67% of the Registrable Securities shall
reasonably object in good faith, provided that, the Company is
notified of such objection in writing no later than five (5)
Trading Days after the Holders have been so furnished copies of a
Registration Statement or one (1) Trading Day after the Holders
have been so furnished copies of any related Prospectus or
amendments or supplements thereto. Each Holder agrees to furnish to
the Company a completed questionnaire in the form attached to this
Agreement as Annex B
(a “Selling Stockholder
Questionnaire”) on a date
that is not less than two (2) Trading Days prior to the Filing Date
or by the end of the fourth (4th)
Trading Day following the date on which such Holder receives draft
materials in accordance with this Section.


(b)
(i) Prepare and file with the Commission such amendments, including
post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep
a Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period and
prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act
all of the Registrable Securities, (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus
supplement (subject to the terms of this Agreement), and, as so
supplemented or amended, to be filed pursuant to Rule 424, (iii)
respond as promptly as reasonably possible to any comments received
from the Commission with respect to a Registration Statement or any
amendment thereto and provide as promptly as reasonably possible to
the Holders true and complete copies of all correspondence from and
to the


Commission
relating to a Registration Statement (provided that, the Company
shall excise any information contained therein which would
constitute material non-public information regarding the Company or
any of its Subsidiaries), and


(iv)
comply in all material respects with the applicable provisions of
the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Securities covered by a Registration
Statement during the applicable period in accordance (subject to
the terms of this Agreement) with the intended methods of
disposition by the Holders thereof set forth in such Registration
Statement as so amended or in such Prospectus as so
supplemented.




 

5








 






 


(c)
If during the Effectiveness Period, the number of Registrable
Securities at any time exceeds 100% of the number of shares of
Common Stock then registered in a Registration Statement, then the
Company shall file as soon as reasonably practicable, but in any
case prior to the applicable Filing Date, an additional
Registration Statement covering the resale by the Holders of not
less than the number of such Registrable Securities.


 


(d) Notify the Holders of Registrable Securities
to be sold (which notice shall, pursuant to clauses (iii) through
(vi) hereof, be accompanied by an instruction to suspend the use of
the Prospectus until the requisite changes have been made) as
promptly as reasonably possible (and, in the case of (i)(A) below,
not less than one (1) Trading Day prior to such filing) and (if
requested by any such Person) confirm such notice in writing no
later than one (1) Trading Day following the day (i)(A) when a
Prospectus or any Prospectus supplement or post-effective amendment
to a Registration Statement is proposed to be filed, (B) when the
Commission notifies the Company whether there will be a
“review” of such Registration Statement and whenever
the Commission comments in writing on such Registration Statement,
and (C) with respect to a Registration Statement or any
post-effective amendment, when the same has become effective, (ii)
of any request by the Commission or any other federal or state
governmental authority for amendments or supplements to a
Registration Statement or Prospectus or for additional information,
(iii) of the issuance by the Commission or any other federal or
state governmental authority of any stop order suspending the
effectiveness of a Registration Statement covering any or all of
the Registrable Securities or the initiation of any Proceedings for
that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities
for sale in any jurisdiction, or the initiation or threatening of
any Proceeding for such purpose, (v) of the occurrence of any event
or passage of time that makes the financial statements included in
a Registration Statement ineligible for inclusion therein or any
statement made in a Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any
revisions to a Registration Statement, Prospectus or other
documents so that, in the case of a Registration Statement or the
Prospectus, as the case may be, it will not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading, and (vi) of the occurrence or existence of any
pending corporate development with respect to the Company that the
Company believes may be material and that, in the determination of
the Company, makes it not in the best interest of the Company to
allow continued availability of a Registration Statement or
Prospectus, provided,
however,
in no event shall any such notice contain any information which
would constitute material, non-public information regarding the
Company or any of its Subsidiaries.


 


(e)
Use its commercially reasonable efforts to avoid the issuance of,
or, if issued, obtain the withdrawal of (i) any order stopping or
suspending the effectiveness of a Registration Statement, or (ii)
any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.


(f)
Furnish to each Holder, without charge, at least one conformed copy
of each such Registration Statement and each amendment thereto,
including financial statements and schedules, all documents
incorporated or deemed to be incorporated therein by reference to
the extent requested by such Person, and all exhibits to the extent
requested by such Person (including those previously furnished or
incorporated by reference) promptly after the filing of such
documents with the Commission; provided, that any such item which
is available on the EDGAR system (or successor thereto) need not be
furnished in physical form.




 

6








 






 


(g)
Subject to the terms of this Agreement, the Company hereby consents
to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders in connection with the
offering and sale of the Registrable Securities covered by such
Prospectus and any amendment or supplement thereto, except after
the giving of any notice pursuant to Section 3(d).


(h)
Prior to any resale of Registrable Securities by a Holder, use its
commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or
qualification (or exemption from the Registration or qualification)
of such Registrable Securities for the resale by the Holder under
the securities or Blue Sky laws of such jurisdictions within the
United States as any Holder reasonably requests in writing, to keep
each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all
other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each
Registration Statement, provided that the Company shall not be
required to qualify generally to do business in any jurisdiction
where it is not then so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so
subject or file a general consent to service of process in any such
jurisdiction.


(i)
If requested by a Holder, cooperate with such Holder to facilitate
the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to
a Registration Statement, which certificates shall be free, to the
extent permitted by the Purchase Agreement, of all restrictive
legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any such Holder may
request.


 


(j)
Upon the occurrence of any event contemplated by Section 3(d), as
promptly as reasonably possible under the circumstances taking into
account the Company’s good faith assessment of any adverse
consequences to the Company and its stockholders of the premature
disclosure of such event, prepare a supplement or amendment,
including a post-effective amendment, to a Registration Statement
or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and
file any other required document so that, as thereafter delivered,
neither a Registration Statement nor such Prospectus will contain
an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading. If the Company notifies the Holders in
accordance with clauses


(iii)
through (vi) of Section 3(d) above to suspend the use of any
Prospectus until the requisite changes to such Prospectus have been
made, then the Holders shall suspend use of such Prospectus. The
Company will use its commercially reasonable efforts to ensure that
the use of the Prospectus may be resumed as promptly as is
practicable. The Company shall be entitled to exercise its right
under this Section 3(j) to suspend the availability of a
Registration Statement and Prospectus, subject to the payment of
partial liquidated damages otherwise required pursuant to Section
2(d), for a period not to exceed 60 calendar days (which need not
be consecutive days) in any 12-month period.


(k)
Otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission under the
Securities Act and the Exchange Act, including, without limitation,
Rule 172 under the Securities Act, file any final Prospectus,
including any supplement or amendment thereof, with the Commission
pursuant to Rule 424 under the Securities Act, promptly inform the
Holders in writing if, at any time during the Effectiveness Period,
the Company does not satisfy the conditions specified in Rule 172
and, as a result thereof, the Holders are required to deliver a
Prospectus in connection with any disposition of Registrable
Securities and take such other actions as may be reasonably
necessary to facilitate the registration of the Registrable
Securities hereunder.




 

7








 






 


(l)
The Company shall use its commercially reasonable efforts to
maintain eligibility for use of Form S-3 (or any successor form
thereto) for the registration of the resale of Registrable
Securities.


(m)
The Company may require each selling Holder to furnish to the
Company a certified statement as to the number of shares of Common
Stock beneficially owned by such Holder and, if required by the
Commission, the natural persons thereof that have voting and
dispositive control over the shares. During any periods that the
Company is unable to meet its obligations hereunder with respect to
the registration of the Registrable Securities solely because any
Holder fails to furnish such information within three Trading Days
of the Company’s request, any liquidated damages that are
accruing at such time as to such Holder only shall be tolled and
any Event that may otherwise occur solely because of such delay
shall be suspended as to such Holder only, until such information
is delivered to the Company.


 


4. Registration
Expenses. All fees and expenses
incident to the performance of or compliance with, this Agreement
by the Company shall be borne by the Company whether or not any
Registrable Securities are sold pursuant to a Registration
Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration
and filing fees (including, without limitation, fees and expenses
of the Company’s counsel and independent registered public
accountants) (A) with respect to filings made with the Commission,
(B) with respect to filings required to be made with any Trading
Market on which the Common Stock is then listed for trading, and
(C) in compliance with applicable state securities or Blue Sky laws
reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in
connection with Blue Sky qualifications or exemptions of the
Registrable Securities), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable
Securities), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company, (v) Securities
Act liability insurance, if the Company so desires such insurance,
and (vi) fees and expenses of all other Persons retained by the
Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be
responsible for all of its internal expenses incurred in connection
with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting
duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no
event shall the Company be responsible for any broker or similar
commissions of any Holder or, except to the extent provided for in
the Transaction Documents, any legal fees or other costs of the
Holders.


 


5.
Indemnification.


(a) Indemnification by the
Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and
hold harmless each Holder, the officers, directors, members,
partners, agents, brokers (including brokers who offer and sell
Registrable Securities as principal as a result of a pledge or any
failure to perform under a margin call of Common Stock), investment
advisors and employees (and any other Persons with a functionally
equivalent role of a Person holding such titles, notwithstanding a
lack of such title or any other title) of each of them, each Person
who controls any such Holder (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) and the
officers, directors, members, stockholders, partners, agents and
employees (and any other Persons with a functionally equivalent
role of a Person holding such titles, notwithstanding a lack of
such title or any other title) of each such controlling Person, to
the fullest extent permitted by applicable law, from and against
any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses
(collectively, “Losses”),
as incurred, arising out of or relating to (1) any untrue or
alleged untrue statement of a material fact contained in a
Registration Statement, any Prospectus or any form of prospectus or
in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or
alleged omission of a material fact required to be stated therein
or necessary to make the statements therein (in the case of any
Prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading or (2) any violation or
alleged violation by the Company of the Securities Act, the
Exchange Act or any state securities law, or any rule or regulation
thereunder, in connection with the performance of its obligations
under this Agreement, except to the extent, but only to the extent,
that (i) such untrue statements or omissions are based solely upon
information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent
that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly
for use in a Registration Statement, such Prospectus or in any
amendment or supplement thereto (it being understood that the
Holder has approved Annex A hereto for this purpose) or (ii) in the
case of an occurrence of an event of the type specified in Section
3(d)(iii)-(vi), the use by such Holder of an outdated, defective or
otherwise unavailable Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated, defective
or otherwise unavailable for use by such Holder and prior to the
receipt by such Holder of the Advice contemplated in Section 6(c).
The Company shall notify the Holders promptly of the institution,
threat or assertion of any Proceeding arising from or in connection
with the transactions contemplated by this Agreement of which the
Company is aware. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such
indemnified person and shall survive the transfer of any
Registrable Securities by any of the Holders in accordance with
Section 6(g).


 




 

8








 






 


(b) Indemnification by
Holders. Each Holder shall,
severally and not jointly, indemnify and hold harmless the Company,
its directors, officers, agents and employees, each Person who
controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the
directors, officers, agents or employees of such controlling
Persons, to the fullest extent permitted by applicable law, from
and against all Losses, as incurred, to the extent arising out of
or based solely upon: any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, any
Prospectus, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the
case of any Prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading (i) to the
extent, but only to the extent, that such untrue statement or
omission is contained in any information so furnished in writing by
such Holder to the Company expressly for inclusion in such
Registration Statement or such Prospectus or (ii) to the extent,
but only to the extent, that such information relates to such
Holder’s information provided in the Selling Stockholder
Questionnaire or the proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by
such Holder expressly for use in a Registration Statement (it being
understood that the Holder has approved Annex A hereto for this
purpose), such Prospectus or in any amendment or supplement
thereto. In no event shall the liability of a selling Holder be
greater in amount than the dollar amount of the proceeds (net of
all expenses paid by such Holder in connection with any claim
relating to this Section 5 and the amount of any damages such
Holder has otherwise been required to pay by reason of such untrue
statement or omission) received by such Holder upon the sale of the
Registrable Securities included in the Registration Statement
giving rise to such indemnification obligation.


 


(c) Conduct of
Indemnification Proceedings. If
any Proceeding shall be brought or asserted against any Person
entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified
Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying
Party”) in writing, and
the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees
and expenses incurred in connection with defense thereof, provided
that the failure of any Indemnified Party to give such notice shall
not relieve the Indemnifying Party of its obligations or
liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or
further review) that such failure shall have materially and
adversely prejudiced the Indemnifying Party. An Indemnified Party
shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses, (2) the
Indemnifying Party shall have failed promptly to assume the defense
of such Proceeding and to employ counsel reasonably satisfactory to
such Indemnified Party in any such Proceeding, or (3) the named
parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and
counsel to the Indemnified Party shall reasonably believe that a
material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ
separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense
thereof and the reasonable fees and expenses of no more than one
separate counsel shall be at the expense of the Indemnifying
Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written
consent, which consent shall not be unreasonably withheld or
delayed. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a
party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding. Subject to the terms of this
Agreement, all reasonable fees and expenses of the Indemnified
Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend
such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten
Trading Days of written notice thereof to the Indemnifying Party,
provided that the Indemnified Party shall promptly reimburse the
Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is
finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) not to be
entitled to indemnification hereunder.




 

9








 






 


(d)
Contribution. If the indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party or insufficient to hold an
Indemnified Party harmless for any Losses, then each Indemnifying
Party shall contribute to the amount paid or payable by such
Indemnified Party, in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party and Indemnified Party
in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged
omission of a material fact, has been taken or made by, or relates
to information supplied by, such Indemnifying Party or Indemnified
Party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such action,
statement or omission. The amount paid or payable by a party as a
result of any Losses shall be deemed to include, subject to the
limitations set forth in this Agreement, any reasonable
attorneys’ or other fees or expenses incurred by such party
in connection with any Proceeding to the extent such party would
have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such
party in accordance with its terms. The parties hereto agree that
it would not be just and equitable if contribution pursuant to this
Section 5(d) were determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.
In no event shall the contribution obligation of a Holder of
Registrable Securities be greater in amount than the dollar amount
of the proceeds (net of all expenses paid by such Holder in
connection with any claim relating to this Section 5 and the amount
of any damages such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or
alleged omission) received by it upon the sale of the Registrable
Securities giving rise to such contribution
obligation.


The
indemnity and contribution agreements contained in this Section are
in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.


 


6.
Miscellaneous.


(a) Remedies.
In the event of a breach by the Company or by a Holder of any of
their respective obligations under this Agreement, each Holder or
the Company, as the case may be, in addition to being entitled to
exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific
performance of its rights under this Agreement. Each of the Company
and each Holder agrees that monetary damages would not provide
adequate compensation for any losses incurred by reason of a breach
by it of any of the provisions of this Agreement and hereby further
agrees that, in the event of any action for specific performance in
respect of such breach, it shall not assert or shall waive the
defense that a remedy at law would be adequate.


(b) No Piggyback on
Registrations; Prohibition on Filing Other Registration
Statements. Except as set forth
on Schedule 6(b)
attached hereto and in connection with
transactions contemplated by clause (d) under Exempt Issuance,
neither the Company nor any of its security holders (other than the
Holders in such capacity pursuant hereto) may include securities of
the Company in any Registration Statements other than the
Registrable Securities. The Company shall not file any other
registration statements until all Registrable Securities are
registered pursuant to a Registration Statement that is declared
effective by the Commission, provided that this Section 6(b) shall
not prohibit the Company from filing amendments to registration
statements filed prior to the date of this
Agreement.


(c) Discontinued
Disposition. By its acquisition
of Registrable Securities, each Holder agrees that, upon receipt of
a notice from the Company of the occurrence of any event of the
kind described in Section 3(d)(iii) through (vi), such Holder will
forthwith discontinue disposition of such Registrable Securities
under a Registration Statement until it is advised in writing (the
“Advice”)
by the Company that the use of the applicable Prospectus (as it may
have been supplemented or amended) may be resumed. The Company will
use its commercially reasonable efforts to ensure that the use of
the Prospectus may be resumed as promptly as is practicable. The
Company agrees and acknowledges that any periods during which the
Holder is required to discontinue the disposition of the
Registrable Securities hereunder shall be subject to the provisions
of Section 2(d).




 

10








 






 


(d) Piggy-Back
Registrations. If, at any time
during the Effectiveness Period, there is not an effective
Registration Statement covering all of the Registrable Securities
and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its
own account or the account of others under the Securities Act of
any of its equity securities, other than on Form S-4 or Form S-8
(each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in
connection with any acquisition of any entity or business or equity
securities issuable in connection with the Company’s stock
option or other employee benefit plans, then the Company shall
deliver to each Holder a written notice of such determination and,
if within fifteen days after the date of the delivery of such
notice, any such Holder shall so request in writing, the Company
shall include in such registration statement all or any part of
such Registrable Securities such Holder requests to be
registered; provided,
however,
that the Company shall not be required to register any Registrable
Securities pursuant to this Section 6(d) that are eligible for
resale pursuant to Rule 144 (without volume restrictions or current
public information requirements) promulgated by the Commission
pursuant to the Securities Act or that are the subject of a then
effective Registration Statement that is available for resales or
other dispositions by such Holder.


(e) Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be
amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the
same shall be in writing and signed by the Company and the Holders
of 51% or more of the then outstanding Registrable Securities (for
purposes of clarification, this includes any Registrable Securities
issuable upon exercise or conversion of any Security), provided
that, if any amendment, modification or waiver disproportionately
and adversely impacts a Holder (or group of Holders), the consent
of such disproportionately impacted Holder (or group of Holders)
shall be required. If a Registration Statement does not register
all of the Registrable Securities pursuant to a waiver or amendment
done in compliance with the previous sentence, then the number of
Registrable Securities to be registered for each Holder shall be
reduced pro rata among all Holders and each Holder shall have the
right to designate which of its Registrable Securities shall be
omitted from such Registration Statement. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof
with respect to a matter that relates exclusively to the rights of
a Holder or some Holders and that does not directly or indirectly
affect the rights of other Holders may be given only by such Holder
or Holders of all of the Registrable Securities to which such
waiver or consent relates; provided,
however,
that the provisions of this sentence may not be amended, modified,
or supplemented except in accordance with the provisions of the
first sentence of this Section 6(e). No consideration shall be
offered or paid to any Person to amend or consent to a waiver or
modification of any


provision
of this Agreement unless the same consideration also is offered to
all of the parties to this Agreement.


(f) Notices.
Any and all notices or other communications or deliveries required
or permitted to be provided hereunder shall be delivered as set
forth in the Purchase Agreement.


(g) Successors and
Assigns. This Agreement shall
inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties and shall inure to the
benefit of each Holder. The Company may not assign (except by
merger) its rights or obligations hereunder without the prior
written consent of all of the Holders of the then outstanding
Registrable Securities. Each Holder may assign their respective
rights hereunder in the manner and to the Persons as permitted
under Section 5.7 of the Purchase Agreement.


 


(h) No Inconsistent
Agreements. Neither the Company
nor any of its Subsidiaries has entered, as of the date hereof, nor
shall the Company or any of its Subsidiaries, on or after the date
of this Agreement, enter into any agreement with respect to its
securities, that would have the effect of impairing the rights
granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof. Except as set forth on
Schedule
6(h), neither the Company nor
any of its Subsidiaries has previously entered into any agreement
granting any registration rights with respect to any of its
securities to any Person that have not been satisfied in
full.




 

11








 






 


(i) Execution and
Counterparts. This Agreement
may be executed in two or more counterparts, all of which when
taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each
party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that
any signature is delivered by facsimile transmission or by e-mail
delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or “.pdf” signature
page were an original thereof.


(j) Governing
Law. All questions concerning
the construction, validity, enforcement and interpretation of this
Agreement shall be determined in accordance with the provisions of
the Purchase Agreement.


(k) Cumulative
Remedies. The remedies provided
herein are cumulative and not exclusive of any other remedies
provided by law.


(l) Severability.
If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their
commercially reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It
is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or
unenforceable.


 


(m) Headings.
The headings in this Agreement are for convenience only, do not
constitute a part of the Agreement and shall not be deemed to limit
or affect any of the provisions hereof.


(n) Independent Nature of
Holders’ Obligations and Rights. The obligations of each Holder hereunder are
several and not joint with the obligations of any other Holder
hereunder, and no Holder shall be responsible in any way for the
performance of the obligations of any other Holder hereunder.
Nothing contained herein or in any other agreement or document
delivered at any closing, and no action taken by any Holder
pursuant hereto or thereto, shall be deemed to constitute the
Holders as a partnership, an association, a joint venture or any
other kind of group or entity, or create a presumption that the
Holders are in any way acting in concert or as a group or entity
with respect to such obligations or the transactions contemplated
by this Agreement or any other matters, and the Company
acknowledges that the Holders are not acting in concert or as a
group, and the Company shall not assert any such claim, with
respect to such obligations or transactions. Each Holder shall be
entitled to protect and enforce its rights, including without
limitation the rights arising out of this Agreement, and it shall
not be necessary for any other Holder to be joined as an additional
party in any proceeding for such purpose. The use of a single
agreement with respect to the obligations of the Company contained
was solely in the control of the Company, not the action or
decision of any Holder, and was done solely for the convenience of
the Company and not because it was required or requested to do so
by any Holder. It is expressly understood and agreed that each
provision contained in this Agreement is between the Company and a
Holder, solely, and not between the Company and the Holders
collectively and not between and among Holders.


 


********************



(Signature Pages Follow)


 




 

12








 






 


 


 


IN
WITNESS THEREOF, the undersigned Buyer and the Company have caused
this agreement to be duly executed as of date first above
written.


 


 


 


 


 



GUIDED THERAPEUTICS, INC.


/s/
Gene S. Cartwright


Gene
S. Cartwright


Chef
Executive Officer


 


 


 


 


 


 


 


[signature
page of Holders to follows]


 




 

13








 






[SIGNATURE
PAGE OF HOLDERS TO GTHP RRA]


Name of Holder: __________________________
Signature of
Authorized Signatory of Holder:
__________________________ Name
of Authorized Signatory: _________________________ Title of
Authorized Signatory:
__________________________


[SIGNATURE
PAGES CONTINUE]


 


 




 

14








 







Annex A


Plan
of Distribution


Each Selling Stockholder (the
“Selling
Stockholders”) of the
securities and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of
their securities covered hereby on the principal Trading Market or
any other stock exchange, market or trading facility on which the
securities are traded or in private transactions. These sales may
be at fixed or negotiated prices. A Selling Stockholder may use any
one or more of the following methods when selling
securities:


●
ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;


● block
trades in which the broker-dealer will attempt to sell the
securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction;


● purchases
by a broker-dealer as principal and resale by the broker-dealer for
its account;


● an
exchange distribution in accordance with the rules of the
applicable exchange;


● privately
negotiated transactions;


● settlement
of short sales;


● in
transactions through broker-dealers that agree with the Selling
Stockholders to sell a specified number of such securities at a
stipulated price per security;


● through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;


● a
combination of any such methods of sale; or


● any
other method permitted pursuant to applicable law.


 


The Selling Stockholders may also sell securities
under Rule 144 or any other exemption from registration under the
Securities Act of 1933, as amended (the “Securities
Act”), if available,
rather than under this prospectus.


Broker-dealers
engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any
broker-dealer acts as agent for the purchaser of securities, from
the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in
compliance with FINRA Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with FINRA
IM-2440.


 






 

15








 






In
connection with the sale of the securities or interests therein,
the Selling Stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn
engage in short sales of the securities in the course of hedging
the positions they assume. The Selling Stockholders may also sell
securities short and deliver these securities to close out their
short positions, or loan or pledge the securities to broker-dealers
that in turn may sell these securities. The Selling Stockholders
may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or
more derivative securities which require the delivery to such
broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other
financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).


The
Selling Stockholders and any broker-dealers or agents that are
involved in


selling
the securities may be deemed to be “underwriters”
within the meaning of the


Securities
Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the
resale of the securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
Each Selling Stockholder has informed the Company that it does not
have any written or oral agreement or understanding, directly or
indirectly, with any person to distribute the
securities.


The
Company is required to pay certain fees and expenses incurred by
the Company incident to the registration of the securities. The
Company has agreed to indemnify the Selling Stockholders against
certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.


We
agreed to keep this prospectus effective until the earlier of (i)
the date on which the securities may be resold by the Selling
Stockholders without registration and without regard to any volume
or manner-of-sale limitations by reason of Rule 144, without the
requirement for the Company to be in compliance with the current
public information under Rule 144 under the Securities Act or any
other rule of similar effect or


(ii)
all of the securities have been sold pursuant to this prospectus or
Rule 144 under the Securities Act or any other rule of similar
effect. The resale securities will be sold only through registered
or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the resale
securities covered hereby may not be sold unless they have been
registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is
available and is complied with.


Under
applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to
the common stock for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In
addition, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of
purchases and sales of the common stock by the Selling Stockholders
or any other person. We will make copies of this prospectus
available to the Selling Stockholders and have informed them of the
need to deliver a copy of this prospectus to each purchaser at or
prior to the time of the sale (including by compliance with Rule
172 under the Securities Act).


  







 

16








 







	

Number of shares ofMaximum Number ofNumber of shares ofCommon Stock
Ownedshares of Common StockCommon Stock OwnedName of Selling
ShareholderPrior to Offeringto be Sold Pursuant to this
ProspectusAfter Offering










  SELLING SHAREHOLDERS


The
common stock being offered by the selling shareholders are those
previously issued to the selling shareholders, and those issuable
to the selling shareholders, upon exercise of the warrants. For
additional information regarding the issuances of those shares of
common stock and warrants, see "Private Placement of Common Shares
and Warrants" above. We are registering the shares of common stock
in order to permit the selling shareholders to offer the shares for
resale from time to time. Except for the ownership of the shares of
common stock and the warrants, the selling shareholders have not
had any material relationship with us within the past three
years.


The
table below lists the selling shareholders and other information
regarding the beneficial ownership of the shares of common stock by
each of the selling shareholders. The second column lists the
number of shares of common stock beneficially owned by each selling
shareholder, based on its ownership of the shares of common stock
and warrants, as of ________, 2016, assuming exercise of the
warrants held by the selling shareholders on that date, without
regard to any limitations on exercises.


The
third column lists the shares of common stock being offered by this
prospectus by the selling shareholders.


In
accordance with the terms of a registration rights agreement with
the selling shareholders, this prospectus generally covers the
resale of the sum of (i) the number of shares of common stock
issued to the selling shareholders in the __________________ and
(ii) the maximum number of shares of common stock issuable upon
exercise of the related warrants, determined as if the outstanding
warrants were exercised in full as of the trading day immediately
preceding the date this registration statement was initially filed
with the SEC, each as of the trading day immediately preceding the
applicable date of determination and all subject to adjustment as
provided in the registration right agreement, without regard to any
limitations on the exercise of the warrants. The fourth column
assumes the sale of all of the shares offered by the selling
shareholders pursuant to this prospectus.


Under
the terms of the warrants, a selling shareholder may not exercise
the warrants to the extent such exercise would cause such selling
shareholder, together with its affiliates and attribution parties,
to beneficially own a number of shares of common stock which would
exceed [4.99]% of our then outstanding common stock following such
exercise, excluding for purposes of such determination shares of
common stock issuable upon exercise of the warrants which have not
been exercised. The number of shares in the second column does not
reflect this limitation. The selling shareholders may sell all,
some or none of their shares in this offering. See "Plan of
Distribution."


  







 

17








 







Annex C



GUIDED THERAPEUTICS, INC.


 



Selling Stockholder Notice and Questionnaire


The undersigned beneficial owner of common stock
(the “Registrable
Securities”) of Guided
Therapeutics, Inc., a Delaware corporation (the
“Company”),
understands that the Company has filed or intends to file with the
Securities and Exchange Commission (the “Commission”)
a registration statement (the “Registration
Statement”) for the
registration and resale under Rule 415 of the Securities Act of
1933, as amended (the “Securities
Act”), of the Registrable
Securities, in accordance with the terms of the Registration Rights
Agreement (the “Registration Rights
Agreement”) to which this
document is annexed. A copy of the Registration Rights Agreement is
available from the Company upon request at the address set forth
below. All capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Registration Rights
Agreement.


Certain
legal consequences arise from being named as a selling stockholder
in the Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable
Securities are advised to consult their own securities law counsel
regarding the consequences of being named or not being named as a
selling stockholder in the Registration Statement and the related
prospectus.


 



NOTICE


The undersigned beneficial owner (the
“Selling
Stockholder”) of
Registrable Securities hereby elects to include the Registrable
Securities owned by it in the Registration
Statement.


 




 

18








 






The
undersigned hereby provides the following information to the
Company and represents and warrants that such information is
accurate:


 



QUESTIONNAIRE



1. Name.



(a)            


Full
Legal Name of Selling Stockholder






(b)
Full Legal Name of Registered Holder (if not the same as (a) above)
through which Registrable Securities are held:


(c)
Full Legal Name of Natural Control Person (which means a natural
person who directly or indirectly alone or with others has power to
vote or dispose of the securities covered by this
Questionnaire):


 



2. Address for Notices to Selling Stockholder:


Telephone:
Fax:


Contact
Person:



3. Broker-Dealer Status:


(a)
Are you a broker-dealer? Yes


No





(b)
If “yes” to Section 3(a), did you receive your
Registrable Securities as compensation for investment banking
services to the Company?


Yes


No


Note:
If “no” to Section 3(b), the Commission’s staff
has indicated that you should be identified as an underwriter in
the Registration Statement.


 




 

19








 






(c)
Are you an affiliate of a broker-dealer?


Yes


No





(d)
If you are an affiliate of a broker-dealer, do you certify that you
purchased the Registrable Securities in the ordinary course of
business, and at the time of the purchase of the Registrable
Securities to be resold, you had no agreements or understandings,
directly or indirectly, with any person to distribute the
Registrable Securities?


Yes


No


Note:
If “no” to Section 3(d), the Commission’s staff
has indicated that you should be identified as an underwriter in
the Registration Statement.



4. Beneficial Ownership of Securities of the Company Owned by the
Selling Stockholder.



Except as set forth below in this Item 4, the undersigned is not
the beneficial or registered owner of any securities of the Company
other than the securities issuable pursuant to the Purchase
Agreement.


(a)
Type and Amount of other securities beneficially owned by the
Selling Stockholder:


 




 

20








 







5. Relationships with the Company:



Except as set forth below, neither the undersigned nor any of its
affiliates, officers, directors or principal equity holders (owners
of 5% of more of the equity securities of the undersigned) has held
any position or office or has had any other material relationship
with the Company (or its predecessors or affiliates) during the
past three years.


State
any exceptions here:


The
undersigned agrees to promptly notify the Company of any material
inaccuracies or changes in the information provided herein that may
occur subsequent to the date hereof at any time while the
Registration Statement remains effective; provided, that the
undersigned shall not be required to notify the Company of any
changes to the number of securities held or owned by the
undersigned or its affiliates.


By signing below, the undersigned consents to the
disclosure of the information contained herein in its answers to
Items 1 through 5 and the inclusion of such information in the
Registration Statement and the related prospectus
and any amendments or
supplements thereto. The
undersigned understands that such information will be relied upon
by the Company in connection with the preparation or amendment of
the Registration Statement and the related prospectus and any
amendments or supplements thereto.


IN
WITNESS WHEREOF the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


Date:
Beneficial Owner:


By:


Name:


Title:



PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE TO:




 

21