gthp_ex1026





 







Exhibit 10.26


 



PROMISSORY NOTE


 


 


	


Original Issuance Date: September 6, 2018


 

	


Principal Amount: $50,000


 







 


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


 


FOR
VALUE RECEIVED, the undersigned promises to pay to John Gould
("Holder"), with an address of 3854 43rd Ave NE, Seattle, WA 98105
the principal sum of $50,000.00 plus a $2,500 origination fee for a
total of FIFTY-TWO THOUSAND FIVE HUNDRED DOLLARS AND no CENTS
($52,500.00) in lawful money of the United States of America at
such place as Holder may designate in writing. The note shall earn
6% interest per annum payable to the Holder in quarterly
installments beginning 90 days after funds are received by the
Company for any amount of the principle plus loan origination fee
that is unpaid.


 


The entire unpaid principal balance due on this
Promissory Note (this "Note"), together with all accrued and unpaid
interest and loan origination fees, if any, at the choice of the
Holder, shall be due and payable in full from the funds received by
the Company from a financing of at least $2,000,000.00 DOLLARS (two
million U.S. dollars, zero cents) or, at the option of the Holder,
to be included as part of the Company's financing under the same
terms as the new investors with the most favorable terms making a
cash investment. If the Company does not complete a financing of at
least $2,000,000 within 90 days of the execution of this Promissory
Note, any unpaid amounts shall be due in full to the Holder and
shall accrue interest at 12% (instead of 6%) per annum from the
date thereof (90 days after execution) if not paid in
full.


 


Whether
or not the Holder of this Note converts the note into the next
Company financing, the Holder shall be granted 10 (ten) warrants
for each dollar of the Principle Amount loaned to the Company (or
500,000 warrants) under this Promissory Note. The warrants shall be
issued and vest upon the financing of at least $2,000,000.00 ("2
MILLION DOLLARS") and expire on the third anniversary of said
financing. The warrant exercise price shall be set at the same as
for warrants granted to the investors with the most favorable terms
as part of any $2 million dollar or more financing of the Company
or $.25, whichever is lower. The warrants shall have standard
anti-dilution features to protect the holder from dilution due to
down rounds of financing.


 


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


 


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


 


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


 


 


GUIDED
THERAPEUTICS, INC


By:
Gene S. Cartwright


Gene
S. Cartwright


CEO