gthp_ex1015





  Exhibit 10.15











 



SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the
“Agreement”), dated as of February 22, 2018, by and
between Guided Therapeutics,
Inc., a Delaware corporation,
with its address at 5835 Peachtree Corners East, Suite D, Norcross,
Georgia 30092 (the “Company”), and POWER UP LENDING GROUP
LTD., a Virginia corporation,
with its address at 111 Great Neck Road, Suite 216, Great Neck, NY
11021 (the “Buyer”).


 


WHEREAS:


 


A. The
Company and the Buyer are executing and delivering this Agreement
in reliance upon the exemption from securities registration
afforded by the rules and regulations as promulgated by the United
States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933
Act”); and


 


B. Buyer
desires to purchase and the Company desires to issue and sell, upon
the terms and conditions set forth in this Agreement a convertible
note of the Company, in the form attached hereto as Exhibit A, in
the aggregate principal amount of $53,000.00 (together with any
note(s) issued in replacement thereof or as a dividend thereon or
otherwise with respect thereto in accordance with the terms
thereof, the “Note”), convertible into shares of common
stock, $0.001 par value per share, of the Company (the
“Common Stock”), upon the terms and subject to the
limitations and conditions set forth in such
Note.


 


NOW
THEREFORE, the Company and the
Buyer severally (and not jointly) hereby agree as
follows:


 


1. Purchase
and Sale of Note.


 


a. Purchase
of Note. On the Closing Date (as defined below), the Company shall
issue and sell to the Buyer and the Buyer agrees to purchase from
the Company such principal amount of Note as is set forth
immediately below the Buyer’s name on the signature pages
hereto.


 


b. Form
of Payment. On the Closing Date (as defined below), (i) the Buyer
shall pay the purchase price for the Note to be issued and sold to
it at the Closing (as defined below) (the “Purchase
Price”) by wire transfer of immediately available funds to
the Company, in accordance with the Company’s written wiring
instructions, against delivery of the Note in the principal amount
equal to the Purchase Price as is set forth immediately below the
Buyer’s name on the signature pages hereto, and (ii) the
Company shall deliver such duly executed Note on behalf of the
Company, to the Buyer, against delivery of such Purchase
Price.


 


c. Closing
Date. Subject to the satisfaction (or written waiver) of the
conditions thereto set forth in Section 6 and Section 7 below, the
date and time of the issuance and sale of the Note pursuant to this
Agreement (the “Closing Date”) shall be 12:00 noon,
Eastern Standard Time on or about February 23, 2018, or such other
mutually agreed upon time. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall
occur on the Closing Date at such location as may be agreed to by
the parties.


 


2. Buyer’s
Representations and Warranties. The Buyer represents and warrants
to the Company that:


 


a. Investment
Purpose. As of the date hereof, the Buyer is purchasing the Note
and the shares of Common Stock issuable upon conversion of or
otherwise pursuant to the Note (such shares of Common Stock being
collectively referred to herein as the “Conversion
Shares” and, collectively with the Note, the
“Securities”) for its own account and not with a
present view towards the public sale or distribution thereof,
except pursuant to sales registered or exempted from registration
under the 1933 Act.


 


b. Accredited
Investor Status. The Buyer is an “accredited investor”
as that term is defined in Rule 501(a) of Regulation D (an
“Accredited Investor”).


 



 

1







 






 


c. Reliance
on Exemptions. The Buyer understands that the Securities are being
offered and sold to it in reliance upon specific exemptions from
the registration requirements of United States federal and state
securities laws and that the Company is relying upon the truth and
accuracy of, and the Buyer’s compliance with, the
representations, warranties, agreements, acknowledgments and
understandings of the Buyer set forth herein in order to determine
the availability of such exemptions and the eligibility of the
Buyer to acquire the Securities.


 


d. Information.
The Company has not disclosed to the Buyer any material 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.


 


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


 


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


 


The
legend set forth above shall be removed and the Company shall issue
a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by
applicable state securities laws, (a) such Security is registered
for sale under an effective registration statement filed under the
1933 Act or otherwise may be sold pursuant to an exemption from
registration without any restriction as to the number of securities
as of a particular date that can then be immediately sold, or (b)
such holder provides the Company with an opinion of counsel, in
form, substance and scope customary for opinions of counsel in
comparable transactions, to the effect that a public sale or
transfer of such Security may be made without registration under
the 1933 Act, which opinion shall be accepted by the Company so
that the sale or transfer is effected. The Buyer agrees to sell all
Securities, including those represented by a certificate(s) from
which the legend has been removed, in compliance with applicable
prospectus delivery requirements, if any. In the event that the
Company does not accept the opinion of counsel provided by the
Buyer with respect to the transfer of Securities pursuant to an
exemption from registration, such as Rule 144, at the Deadline, it
will be considered an Event of Default pursuant to Section 3.2 of
the Note.


 


f. Authorization;
Enforcement. This Agreement has been duly and validly authorized.
This Agreement has been duly executed and delivered on behalf of
the Buyer, and this Agreement constitutes a valid and binding
agreement of the Buyer enforceable in accordance with its
terms.


 


3. Representations
and Warranties of the Company. The Company represents and warrants
to the Buyer that:


 


a. Organization
and Qualification. The Company and each of its Subsidiaries (as
defined below), if any, is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction in
which it is incorporated, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to
carry on its business as and where now owned, leased, used,
operated and conducted. “Subsidiaries” means any
corporation or other organization, whether incorporated or
unincorporated, in which the Company owns, directly or indirectly,
any equity or other ownership interest.


 


b. Authorization;
Enforcement. (i) The Company has all requisite corporate power and
authority to enter into and perform this Agreement, the Note and to
consummate the transactions contemplated hereby and thereby and to
issue the Securities, in accordance with the terms hereof and
thereof, (ii) the execution and delivery of this Agreement, the
Note by the Company and the consummation by it of the transactions
contemplated hereby and thereby (including without limitation, the
issuance of the Note and the issuance and reservation for issuance
of the Conversion Shares issuable upon conversion or exercise
thereof) have been duly authorized by the Company’s Board of
Directors and no further consent or authorization of the Company,
its Board of Directors, or its shareholders is required, (iii) this
Agreement has been duly executed and delivered by the Company by
its authorized representative, and such authorized representative
is the true and official representative with authority to sign this
Agreement and the other documents executed in connection herewith
and bind the Company accordingly, and (iv) this Agreement
constitutes, and upon execution and delivery by the Company of the
Note, each of such instruments will constitute, a legal, valid and
binding obligation of the Company enforceable against the Company
in accordance with its terms.


 



 

2







 






 


c. Capitalization.
As of the date hereof, the authorized common stock of the Company
consists of 1,000,000,000 authorized shares of Common Stock, $0.001
par value per share, of which 19,453,469 shares are issued and
outstanding; and 64,125,832 shares are reserved for issuance upon
conversion of the Note. All of such outstanding shares of capital
stock are, or upon issuance will be, duly authorized, validly
issued, fully paid and non-assessable.


 


d. Issuance
of Shares. The Conversion Shares are duly authorized and reserved
for issuance and, upon conversion of the Note in accordance with
its respective terms, will be validly issued, fully paid and
non-assessable, and free from all taxes, liens, claims and
encumbrances with respect to the issue thereof and shall not be
subject to preemptive rights or other similar rights of
shareholders of the Company and will not impose personal liability
upon the holder thereof.


 


e. No
Conflicts. The execution, delivery and performance of this
Agreement, the Note by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby
(including, without limitation, the issuance and reservation for
issuance of the Conversion Shares) will not (i) conflict with or
result in a violation of any provision of the Certificate of
Incorporation or By-laws, or (ii) violate or conflict with, or
result in a breach of any provision of, or constitute a default (or
an event which with notice or lapse of time or both could become a
default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement,
indenture, patent, patent license or instrument to which the
Company or any of its Subsidiaries is a party, or (iii) result in a
violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and
regulations of any self-regulatory organizations to which the
Company or its securities are subject) applicable to the Company or
any of its Subsidiaries or by which any property or asset of the
Company or any of its Subsidiaries is bound or affected (except for
such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect). The businesses of the
Company and its Subsidiaries, if any, are not being conducted, and
shall not be conducted so long as the Buyer owns any of the
Securities, in violation of any law, ordinance or regulation of any
governmental entity. “Material Adverse Effect” means
any material adverse effect on the business, operations, assets,
financial condition or prospects of the Company or its
Subsidiaries, if any, taken as a whole, or on the transactions
contemplated hereby or by the agreements or instruments to be
entered into in connection herewith.


 


f. SEC
Documents; Financial Statements. The Company has filed all reports,
schedules, forms, statements and other documents required to be
filed by it with the SEC pursuant to the reporting requirements of
the Securities Exchange Act of 1934, as amended (the “1934
Act”) (all of the foregoing filed prior to the date hereof
and all exhibits included therein and financial statements and
schedules thereto and documents (other than exhibits to such
documents) incorporated by reference therein, being hereinafter
referred to herein as the “SEC Documents”). Upon
written request the Company will deliver to the Buyer true and
complete copies of the SEC Documents, except for such exhibits and
incorporated documents. As of their respective dates or if amended,
as of the dates of the amendments schedules thereto and documents
(other than exhibits to such documents) incorporated by reference
therein, being hereinafter referred to herein as the “SEC
Documents”). Upon written request the Company will deliver to
the Buyer true and complete copies of the SEC Documents, except for
such exhibits and incorporated documents. As of their respective
dates or if amended, as of the dates of the amendments schedules
thereto and documents (other than exhibits to such documents)
incorporated by reference therein, being hereinafter referred to
herein as the “SEC Documents”). Upon written request
the Company will deliver to the Buyer true and complete copies of
the SEC Documents, except for such exhibits and incorporated
documents. As of their respective dates or if amended, as of the
dates of the amendments schedules thereto and documents (other than
exhibits to such documents) incorporated by reference therein,
being hereinafter referred to herein as the “SEC
Documents”). Upon written request the Company will deliver to
the Buyer true and complete copies of the SEC Documents, except for
such exhibits and incorporated documents. As of their respective
dates or if amended, as of the dates of the
amendments


 


g. Absence
of Certain Changes. Since September 30 2017, except as set forth in
the SEC Documents, there has been no material adverse change and no
material adverse development in the assets, liabilities, business,
properties, operations, financial condition, results of operations,
prospects or 1934 Act reporting status of the Company or any of its
Subsidiaries.


 


h. Absence
of Litigation. Except as set forth in the SEC Documents, there is
no action, suit, claim, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company or
any of its Subsidiaries, threatened against or affecting the
Company or any of its Subsidiaries, or their officers or directors
in their capacity as such, that could have a Material Adverse
Effect. The Company and its Subsidiaries are unaware of any facts
or circumstances which might give rise to any of the
foregoing.


 


i. No
Integrated Offering. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales in any security or
solicited any offers to buy any security under circumstances that
would require registration under the 1933 Act of the issuance of
the Securities to the Buyer. The issuance of the Securities to the
Buyer will not be integrated with any other issuance of the
Company’s securities (past, current or future) for purposes
of any shareholder approval provisions applicable to the Company or
its securities.


 


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


 



 

3







 






 


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


 


l. Breach
of Representations and Warranties by the Company. If the Company
breaches any of the representations or warranties set forth in this
Section 3, and in addition to any other remedies available to the
Buyer pursuant to this Agreement, it will be considered an Event of
default under Section 3.4 of the Note.


 


4. COVENANTS.


 


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


 


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


 


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


 


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


 


e. Corporate
Existence. So long as the Buyer beneficially owns any Note, the
Company shall maintain its corporate existence and shall not sell
all or substantially all of the Company’s assets, except with
the prior written consent of the Buyer.


 


f. Breach
of Covenants. If the Company breaches any of the covenants set
forth in this Section 4, and in addition to any other remedies
available to the Buyer pursuant to this Agreement, it will be
considered an event of default under Section 3.4 of the
Note.


 


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


 


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


 


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


 



 

4







 






 


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


 


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


 


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


 


b. The
Buyer shall have delivered the Purchase Price in accordance with
Section 1(b) above.


 


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


 


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


 


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


 


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


 


b. The
Company shall have delivered to the Buyer the duly executed Note
(in such denominations as the Buyer shall request) in accordance
with Section 1(b) above.


 


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


 



 

5







 






 


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


 


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


 


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


 


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


 


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


 


8. Governing
Law; Miscellaneous.


 


a. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Virginia without regard to
principles of conflicts of laws. Any action brought by either party
against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of New York or
in the federal courts located in the Eastern District of New York.
The parties to this Agreement hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non
conveniens. The Company and
Buyer waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and
costs. In the event that any provision of this Agreement or any
other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any such provision which may prove
invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or
proceeding in connection with this Agreement, the Note or any
related document or agreement by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to
it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by
law.


 


b. Counterparts.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which shall constitute
one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the
other party.


 


c. Headings.
The headings of this Agreement are for convenience of reference
only and shall not form part of, or affect the interpretation of,
this Agreement.


 


d. Severability.
In the event that any provision of this Agreement is invalid or
unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any provision hereof which may prove
invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision
hereof.


 


e. Entire
Agreement; Amendments. This Agreement and the instruments
referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except
as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or
undertaking with respect to such matters. No provision of this
Agreement may be waived or amended other than by an instrument in
writing signed by the majority in interest of the
Buyer.


 



 

6







 






 


f. Notices.
All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable
air courier service with charges prepaid, or (iv) transmitted by
hand delivery, telegram, or facsimile, addressed as set forth below
or to such other address as such party shall have specified most
recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on
a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours
where such notice is to be received) or (b) on the second business
day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such
communications shall be as set forth in the heading of this
Agreement with a copy by fax only to (which copy shall not
constitute notice) to Naidich Wurman LLP, 111 Great Neck Road,
Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile:
516-466-3555, e-mail: allison@nwlaw.com . Each party shall provide notice to the other
party of any change in address.


 


g. Successors
and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns. Neither
the Company nor the Buyer shall assign this Agreement or any rights
or obligations hereunder without the prior written consent of the
other. Notwithstanding the foregoing, the Buyer may assign its
rights hereunder to any person that purchases Securities in a
private transaction from the Buyer or to any of its
“affiliates,” as that term is defined under the 1934
Act, without the consent of the Company.


 


h. Survival.
The representations and warranties of the Company and the
agreements and covenants set forth in this Agreement shall survive
the closing hereunder notwithstanding any due diligence
investigation conducted by or on behalf of the Buyer. The Company
agrees to indemnify and hold harmless the Buyer and all their
officers, directors, employees and agents for loss or damage
arising as a result of or related to any breach or alleged breach
by the Company of any of its representations, warranties and
covenants set forth in this Agreement or any of its covenants and
obligations under this Agreement, including advancement of expenses
as they are incurred.


 


i. Further
Assurances. Each party shall do and perform, or cause to be done
and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments
and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.


 


j. No
Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied
against any party.


 


k. Remedies.
The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Buyer by vitiating the
intent and purpose of the transaction contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a
breach of its obligations under this Agreement will be inadequate
and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Agreement, that the Buyer shall
be entitled, in addition to all other available remedies at law or
in equity, and in addition to the penalties assessable herein, to
an injunction or injunctions restraining, preventing or curing any
breach of this Agreement and to enforce specifically the terms and
provisions hereof, without the necessity of showing economic loss
and without any bond or other security being
required.


 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 


 




 

7








 






 


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


 


 



Guided Therapeutics, Inc.


 


By:
/s/ Gene S. Cartwright


 Gene
S. Cartwright


President
and Chief Executive Officer


Guided
Therapeutics, Inc.


 


 



POWER UP LENDING GROUP LTD.


 


By:
/s/ Cut Kramer


Curt
Kramer


Chief
Executive Officer


111
Great Neck Road, Suite 216


Great
Neck, NY 11021


 


 


AGGREGATE
SUBSCRIPTION AMOUNT:


 


Aggregate
Principal Amount of Note: $53,000.00


 


Aggregate
Purchase Price: $53,000.00


 


 


 




 

8