gthp_ex428





  Exhibit 4.28







 


NEITHER THIS SECURITY NOR THE SECURITIES AS TO
WHICH THIS SECURITY MAY BE EXERCISED HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS AS EVIDENCED BY A LEGAL OPINION
OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAYBE PLEDGED
IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN SECURED BY SUCH SECURITIES.


COMMON
STOCK PURCHASE WARRANT


GUIDED
THERAPEUTICS, INC.


Warrant Shares: 7,500,000 Date of Issuance:
December 17,
2019 ("Issuance Date")


This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received (in
connection with the issuance
of the $700,000.00 senior secured
convertible promissory note to the Holder (as defined
below) of even date) (the "Note"), Auctus Fund, LLC, a
Delaware limited liability company (including any
permitted and
registered assigns, the "Holder"), is
entitled, upon the terms and subject to the
limitations on exercise and the
conditions hereinafter set forth, at
any time on or after the
date of issuance
hereof, to purchase from Guided Therapeutics, Inc., a Delaware
corporation (the
"Company"), up to
7,500,000 shares
of Common Stock
(as defined below) (the "Warrant Shares")
(whereby such number may be adjusted from time to time pursuant
to the terms and conditions of this Warrant) at the
Exercise Price per share then in
effect. This Warrant
is issued by the Company as of
the date hereof in connection with that certain securities purchase agreement
dated December 17,2019,
by and among the
Company and the Holder
(the "Purchase Agreement").


Capitalized terms used in this Warrant
shall
have the meanings
set forth in the Purchase Agreement
unless otherwise defined in the body of this
Warrant or in Section 12 below. For purposes of this Warrant, the
term "Exercise Price" shall mean $0.20, subject to adjustment as provided herein
(including but not limited to cashless exercise), and the term "Exercise Period" shall mean the period
commencing
on the Issuance Date
and ending on 5:00 p.m. eastern standard
time on the
five-year anniversary thereof.


 


I. EXERCISE OF WARRANT.


(a) Mechanics of Exercise. Subject to the terms and
conditions hereof, the rights represented by this
Warrant may be exercised in whole or in part at any time or times during the
Exercise
Period by delivery of
a written notice, in the form attached hereto as Exhibit A (the
"Exercise Notice"),
of the
Holder's election to exercise this Warrant. The Holder
shall
not be required to
deliver the original Warrant in order to effect an
exercise hereunder. Partial exercises of this Warrant resulting in
purchases of a portion of the total number of
Warrant Shares available hereunder shall have the effect of
lowering the outstanding number of Warrant Shares
purchasable hereunder in an amount equal to
the applicable number of Warrant Shares
purchased.
On or before
the second Trading Day (the "Warrant Share Delivery Date") following
the date on which the Holder
sent
the Exercise Notice
to the
Company or the
Company's transfer agent, and upon receipt
by the Company of payment to the
Company
of
an
amount equal to
the applicable Exercise Price multiplied by the
number of Warrant Shares as to which all or a portion of this
Warrant is being exercised (the "Aggregate Exercise
Price" and together
with the Exercise Notice,
the
"Exercise
Delivery Documents")
in cash or by wire transfer of immediately available funds (or by
cashless exercise, in which case there shall be no Aggregate Exercise Price
provided), the Company shall (or direct its transfer agent to)
issue and dispatch by overnight
courier to the address as specified in the
Exercise Notice, a certificate, registered in the
Company's
share register in
the name of the Holder or its designee, for the number
of shares of Common Stock to which the Holder is entitled pursuant
to such exercise (or deliver such shares of Common Stock
in electronic format if requested by the Holder). Upon delivery of
the Exercise Delivery Documents, the Holder shall be deemed
for all corporate purposes to have
become the holder of record of the Warrant Shares with
respect to which this Warrant has been
exercised, irrespective of the date of delivery of the
certificates evidencing such Warrant
Shares. If this
Warrant is submitted
in connection with any exercise and the number of
Warrant Shares represented by
this Warrant submitted
for exercise is greater than
the number of Warrant Shares being acquired upon an
exercise, then the Company shall
as soon as practicable and in no event later than three Business Days after any
exercise and at its own expense, issue a new Warrant (in accordance
with Section
6) representing the right to purchase
the number of Warrant Shares purchasable immediately prior
to such exercise under this
Warrant, less the number of Warrant Shares with respect to which
this


 


 


 




 

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Warrant is exercised.


If the Company
fails to cause
its transfer agent to transmit to the
Holder the respective shares of Common Stock by the respective
Warrant Share Delivery Date, then the Holder will have the right to
rescind such
exercise in Holder's sole
discretion, and such failure
shall be deemed
an event of default under the Note.


If the Market Price of one share of
Common Stock is greater
than the Exercise Price, then, unless there
is an effective
non-stale registration statement of
the Company covering the Holder's immediate resale of the
Warrant Shares at prevailing market prices (and not fixed
prices) without any limitation, the
Holder may elect to
receive Warrant
Shares pursuant to a cashless
exercise, in lieu
of a cash exercise, equal to
the value of this Warrant determined in the manner described below
(or of any portion thereof remaining unexercised) by surrender of
this Warrant and a Notice of Exercise, in which event the
Company shall issue to
Holder a number of Common Stock computed using the following formula:


X=Y
(A-B)


A



Where 

X= the
number of Shares to be
issued to Holder.







Y= 

the number ofW3ITant Shares that the Holder elects
to purchase under this Warrant (at
the date of such calculation).







A= 

the Market Price (at the date
of such calculation).







B= 

Exercise Price
(as adjusted to the date of such calculation).






(b) No Fractional
Shares. No fractional shares
shall be issued upon the exercise of this Warrant as a consequence of
any adjustment pursuant hereto.
All Warrant Shares (including
fractions) issuable upon
exercise of this
Warrant may be aggregated for
purposes of determining whether the exercise would result
in the issuance of any
fractional share. If,
after aggregation, the exercise would
result in the
issuance of a fractional share, the Company shall,
in lieu of issuance of any fractional share,
pay the Holder
otherwise entitled to such fraction a sum in cash
equal to the
product resulting from
multiplying the
then-current fair market value of a
Warrant Share by such fraction.


(c) Holder's Exercise
Limitations. The
Company shall
not effect any exercise of this Warrant, and a Holder shall
not have the right to exercise any
portion of this Warrant, to the extent that after giving
effect to issuance
of Warrant Shares upon
exercise as set
forth on the applicable Notice of Exercise, the Holder (together with the
Holder's Affiliates, and any other
persons acting as a group together with the Holder or any of the
Holder's Affiliates), would beneficially own in excess of
the Beneficial Ownership Limitation, as defined below.
For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by the Holder and its
Affiliates shall include
the number of shares
of Common Stock issuable upon exercise of this
Warrant with respect
to which such
determination is being made,
but shall exclude
the number of shares of Common Stock which would be issuable upon


(i) exercise of
the remaining, non-exercised portion of this
Warrant beneficially owned by the
Holder or any of
its Affiliates and (ii) exercise or conversion
of the unexercised or
non-converted portion
of any other
securities of the
Company (including without limitation any other Common Stock Equivalents) subject to a
limitation on conversion or exercise analogous
to the limitation contained
herein beneficially owned by the Holder or any
of its Affiliates. Except as set
forth in the preceding
sentence, for purposes of this
paragraph (d),
beneficial ownership shall be
calculated in accordance with Section 13(
d) of the
Exchange Act, it being acknowledged by the Holder
that the Company is not
representing to the Holder
that such calculation is in
compliance with Section 13{d) of the
Exchange Act and the Holder is solely
responsible for any
schedules required
to be filed in accordance therewith. To
the extent that the limitation
contained in this paragraph applies, the
determination of whether
this Warrant is
exercisable (in
relation to
other securities
owned by the Holder together
with any affiliates) and of which portion of this
Warrant is exercisable
shall be in the
sole discretion
of the Holder, and
the submission of a
Notice of Exercise shall
be deemed to be the
Holder's determination of
whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which
portion of this Warrant is exercisable, in each
case subject
to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm
the accuracy of such
determination.


For purposes of this
paragraph, in determining the number of outstanding shares
of Common Stock, a Holder may rely on the
number of outstanding shares of Common Stock as reflected
in (A) the Company's most
recent periodic
or annual report filed with the Commission, as the case may
be, (8)
a more recent public announcement by the Company or
(C) a more recent written notice by the
Company or its transfer agent setting forth the number of
shares of Common Stock
outstanding.
Upon the
request of a
Holder, the Company shall within two Trading
Days confirm to the Holder the
number of shares of Common Stock then outstanding. In any case,
the number of outstanding
shares of Common Stock shall be determined after giving effect to the
conversion or exercise of
securities of the Company, including this Warrant, by the Holder or
its affiliates since
the date as of which such number of outstanding
shares of Common
Stock was reported. The
"Beneficial Ownership Limitation" shall be 4.99% of
the number of shares of the Common Stock
outstanding immediately
after giving effect to the
issuance of shares of Common Stock
issuable upon exercise
of this Warrant.
The limitations
contained in this paragraph shall apply
to a successor Holder of
this Warrant.


 



 

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2. ADJUSTMENTS. The Exercise Price and the number of
Warrant Shares shall
be adjusted from
time to time as
follows:


(a) Distribution
of Assets.
If the
Company shall
declare
or
make
any
dividend or
other
distribution of its
assets (or rights to acquire its assets) to
holders of shares
of Common Stock,
by way of return of capital or
otherwise (including
without limitation any distribution of cash, stock or
other securities, property or
options by way of a
dividend, spin
off, reclassification, corporate rearrangement or other similar transaction) (a "Distribution"), at any time after the issuance of
this Warrant, then, in each
such case:


(i) any Exercise Price in effect immediately prior to the
close of business on the record date fixed for the
determination of holders of shares of Common Stock entitled
to
receive the
Distribution shall be reduced,
effective
as
of
the close
of business on
such record
date, to
a price
determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares
of
Common
Stock
on
the
Trading
Day
immediately preceding such record date
minus
the value
of
the
Distribution (as determined in good faith by the Company's Board of Directors)
applicable to
one share of Common Stock, and (ii)
the
denominator
of
which shall be the
Closing Sale Price of the shares of Common Stock on the
Trading Day immediately preceding such
record date;and


(ii) the number of Warrant
Shares shall be increased to
a number of shares equal to
the number
of shares of Common
Stock obtainable immediately prior to
the close of business on the record date fixed for the
determination of holders of shares of Common
Stock
entitled
to receive the
Distribution multiplied by the reciprocal of the fraction
set forth
in the
immediately
preceding
clause (i);provided, however, that in the event that
the Distribution is of shares of common stock of a company (other
than the Company)
whose common stock is traded on
a national securities exchange or a national
automated
quotation
system ("Other
Shares of
Common
Stock"), then the Holder may elect to
receive a warrant to purchase
Other
Shares of
Common Stock
in lieu of an
increase
in the number
of
Warrant Shares, the
terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of
shares
of Other Shares of
Common Stock that would have been payable to the Holder pursuant to
the Distribution had the Holder exercised this Warrant immediately
prior to such record date and with an aggregate exercise price equal to the product of the
amount by which the exercise price of this Warrant was decreased with
respect
to the Distribution
pursuant to the terms of the immediately
preceding clause (i) and the number of Warrant Shares calculated in
accordance with the first part of this clause
(ii).


(b) Anti-Dilution
Adjustments to
Exercise Price. If the Company
or any Subsidiary
thereof, as applicable, at any time while
this Warrant is outstanding,
shall sell or grant any option
to purchase, or sell or
grant any right to reprice, or
otherwise dispose of or
issue (or announce
any offer, sale, grant or any option to
purchase or other disposition) any Common Stock or securities entitling any person
or entity to
acquire shares of Common Stock (upon conversion, exercise or otherwise) during the period beginning on the
Issuance Date and ending
on December 17,2021 (provided,
however, that
December 17,2021 shall automatically be replaced with December 17,2024 if an
Event of Default (as defined in
the Note) occurs under the Note), at an
effective price per share less
than the then Exercise
Price (such lower
price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance") (if the holder
of the Common Stock or
Common Stock
Equivalents so issued shall
at any time, whether by operation of
purchase price adjustments, elimination of an
applicable floor price for any reason in the future
(including but not limited to the
passage of time or satisfaction of certain condition(s» , reset
provisions, floating conversion,
exercise or exchange prices or
otherwise, or due to
warrants, options or
rights per share which
are issued in connection with
such issuance, be entitled or
potentially entitled to receive shares of Common Stock
at an effective
price per share which is less
than the Exercise Price
at any time while
such Common Stock or
Common Stock Equivalents
are in existence, such issuance shall be
deemed to have occurred
for less than the Exercise Price
on such date of the Dilutive Issuance (regardless of whether the Common Stock or
Common Stock Equivalents
are (i) subsequently
redeemed or retired by the
Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at
such Base Share
Price), then the Exercise Price shall be reduced at the option of the Holder and only
reduced to equal the Base Share Price, and the
number of Warrant Shares issuable hereunder shall be
increased such
that the aggregate Exercise Price payable hereunder, after taking
into account the decrease in the Exercise Price, shall be equal to the
aggregate Exercise Price prior to such
adjustment (for the
avoidance of doubt, the aggregate
Exercise Price prior to such
adjustment is calculated as
follows: the total number of Warrant Shares issuable upon
exercise of this
Warrant immediately prior to
such adjustment (without regard
to the Beneficial Ownership Limitation) multiplied by the Exercise Price
in effect immediately prior to such adjustment)_ By way of
example, if E is the
total number of Warrant Shares issuable upon
exercise of this Warrant immediately prior to such
adjustment (without
regard to the Beneficial Ownership
Limitation),
F is the Exercise Price
in effect immediately prior to such adjustment, and G is the
Base Share Price,
the adjustment to the number
of Warrant Shares can be expressed in the following formula: Total
number of Warrant Shares after such Dilutive
Issuance =
the number obtained from dividing [E x
F] by G.
Such adjustment
shall be made whenever such Common Stock
or Common Stock Equivalents are issued, regardless of whether the Common Stock
or Common Stock Equivalents are (i) subsequently redeemed
or retired by the
Company after the date of the
Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the bolder
thereof (for the avoidance of doubt, the Holder may
utilize the Base Share Price even if
the Company did
not actually issue shares of its
common stock at the Base Share Price under the respective
Common stock Equivalents)_ The Company shall notify the Holder in writing, no
later than the
Trading Day following the issuance of
any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the
applicable issuance price, or
applicable reset price, exchange price, conversion price and other
pricing terms (such notice the "Dilutive Issuance Notice"). For
purposes of clarification, whether or
not the Company provides a Dilutive Issuance Notice
pursuant to this Section 2(b), upon the Occurrence of any
Dilutive Issuance,
after the date of
such Dilutive Issuance the Holder is
entitled to receive a number of
Warrant Shares based
upon the Base Share
Price regardless
of whether the Holder accurately refers to the Base Share
Price in the Notice of Exercise.


(c) Subdivision or Combination of
Common Stock. If the Company at
any time on or after
the Issuance Date subdivides (by
any stock split, stock dividend, recapitalization or otherwise) one
or more classes of its outstanding shares
of Common Stock
into a greater number of shares, the Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of Warrant Shares will be
proportionately increased. If
the Company at any time on or after the Issuance Date
combines (by combination, reverse stock split or
otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares,
the Exercise Price in
effect immediately prior to
such combination
will be proportionately increased and the number of Warrant Shares
will be proportionately decreased.
Any adjustment under this Section 2(
c) shall become effective at the close of business on the date the
subdivision or combination becomes effective. Each such adjustment
of the Exercise
Price shall be calculated
to the nearest one-hundredth of a cent. Such adjustment shall be
made successively whenever any event covered by
this Section 2(c) shall occur.


 



 

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3. FUNDAMENTAL TRANSACTIONS. If, at any
time while this
Warrant is outstanding, (i) the Company effects any merger of the
Company with or into another entity
and the Company
is not the surviving entity (such
surviving entity,
the "Successor
Entity"),
(ii) the Company effects any
sale of all or
substantially all of its
assets in one or
a series of related
transactions, (iii)
any tender offer or exchange offer (whether by the Company
or by another
individual or entity,
and approved by the
Company) is completed pursuant to which holders of Common Stock
are permitted
to tender or exchange
their shares of Common
Stock for other securities, cash or property and the holders
of at least
50% of the Common Stock accept such offer, or (iv) the
Company effects any reclassification of the
Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (other
than as a result of a subdivision or
combination of shares of Common Stock) (in any such
case, a "Fundamental Transaction"), then, upon any subsequent exercise of this Warrant, the Holder shall
have the right to receive the number of shares of
Common Stock of the Successor Entity or of the Company and any
additional consideration (the
"Alternate Consideration") receivable
upon or as a result
of such
reorganization, reclassification,
merger, consolidation or disposition of assets
by a holder of the number of shares
of Common Stock for which this
Warrant is exercisable immediately prior to such event
(disregarding any limitation on exercise contained herein
solely for
the purpose of such determination). For
purposes of any such exercise, the
determination of the Exercise Price
shall be appropriately adjusted to apply to such
Alternate Consideration
based on the amount of Alternate Consideration issuable in
respect of one share
of Common Stock in such Fundamental
Transaction, and the Company shall apportion the
Exercise
Price among the
Alternate Consideration in a reasonable
manner
reflecting the
relative value of any different components of the Alternate
Consideration. [holders of Common Stock are
given any choice as to the
securities, cash or property to be received in
a Fundamental Transaction, then the Holder shall
be given the
same choice as to the Alternate Consideration
it receives upon any exercise of
this Warrant following
such Fundamental Transaction.
To the extent necessary to effectuate the
foregoing provisions, any
Successor Entity in
such
Fundamental Transaction shall
issue to the Holder a new warrant consistent with
the foregoing provisions and
evidencing the
Holder's right to exercise such
warrant into
Alternate
Consideration.


4. NON-CIRCUMVENTION. The
Company covenants and agrees that it will
not, by amendment of its certificate of incorporation, bylaws or
through any reorganization, transfer of assets, consolidation,
merger, scheme of arrangement,
dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, and will
at
all times in
good faith carry out all the provisions of this Warrant and take all action
as may be required to protect the rights of the Holder.
Without limiting the generality of the foregoing, the
Company (i) shall not increase the par value of any
shares of Common Stock receivable upon the exercise of this Warrant
above the Exercise Price then in effect, (ii) shall
take all such actions as may be necessary or
appropriate in order that the Company may validly and
legally
issue fully paid and
non-assessable shares of Common Stock upon
the
exercise of this
Warrant, and (iii) shall, for so long as this Warrant is
outstanding, have authorized
and reserved, free from preemptive rights, ten times the number
of shares of Common Stock that is actually
issuable upon full exercise of
the Warrant (based 00 the Exercise Price in
effect from time
to time, and without regard to any
limitations on exercise).


5. WARRANT HOLDER NOT DEEMED A
STOCKHOLDER.
Except as otherwise specifically provided herein, this
Warrant, io and of itself,
shall not entitle the Holder to
any voting rights or other rights as a stockholder of
the Company. In addition, nothing contained
in this Warrant shall
be construed as
imposing any
liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the
Company, whether such
liabilities
are asserted by the Company or by
creditors of
the Company.


6.
REISSUANCE.


(a) Lost, Stolen
or Mutilated Warrant. If
this Warrant is lost,
stolen, mutilated or destroyed, the
Company will, on such
terms as to indemnity
or otherwise as it may reasonably impose (which
shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen,
mutilated or destroyed.


(b) Issuance
of New
Warrants. Whenever the
Company is
required to issue
a new Warrant pursuant to the
terms of this
Warrant, such new Warrant shall be of
like tenor with this Warrant, and
shall have an
issuance date, as indicated on the
face of such new
Warrant which is the same as
the Issuance Date.


 


1. TRANSFER.
This Warrant shall be binding upon the
Company and its successors and
assigns, and shall inure to be the benefit of
the Holder and its successors and assigns. Notwithstanding anything
to the contrary herein, the rights, interests or obligations of
the Company hereunder may not be assigned, by operation of law
or otherwise, in whole or in part, by the Company without the
prior signed written
consent of the Holder, which consent may be withheld at
the sole discretion of the Holder (any such assignment
or transfer shall
be null and void if the
Company does not
obtain the prior signed written consent of the Holder). This
Warrant or any of the severable rights and obligations
inuring to the
benefit of or to be performed by Holder hereunder may be assigned
by Holder to
a third party, in whole
or in part, without the need to obtain the
Company's consent thereto.


2. NOTICES.
Whenever notice is required to be given under
this Warrant, unless otherwise provided herein, such notice
shall be given in accordance with the
notice provisions contained in the Purchase Agreement. The Company
shall provide
the Holder with prompt written
notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail,
the calculation
of such adjustment and (ii) at least
20 days prior to the date
on which the Company closes its books
or takes a record (A) with respect to any dividend or distribution
upon the shares
of Common
Stock, (B) with respect to any grants,
issuances or sales of any stock or other securities directly or
indirectly convertible into or exercisable or exchangeable
for shares of
Common Stock or other property, pro
rata to the holders of shares of
Common Stock or (C) for determining rights to vote with
respect to any
Fundamental Transaction, dissolution or liquidation, provided in
each case that
such information shall be made known
to the public prior
to or in conjunction
with such notice being provided to the Holder.


 




 

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3. AMENDMENT
AND WAIVER. The terms of this Warrant may
be amended or waived (either generally
or in a particular
instance and either retroactively or
prospectively) only with the written consent of the
Company and the Holder. 
4. GOVERNING LAW
AND VENUE. This Warrant shall be governed by and
construed in accordance with the laws of the State of Nevada
without regard to principles of conflicts of laws. Any action
brought by either party
against the other concerning the
transactions contemplated by this Warrant shall be
brought only in the state courts
located in the Commonwealth of
Massachusetts or in the
federal courts located in the
Commonwealth of
Massachusetts. The parties
to this Warrant 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 a forum
non conveniens.
THE BORROWER HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION
CONTEMPLATED
HEREBY.
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 Warrant or any other agreement delivered in connection herewith is invalid or
unenforceable under any
applicable statute or
rule of law,
then such provision shall
be deemed inoperative to the extent
that it may conflict
therewith and shall be
deemed modified to conform with
such statute or rule of
law. Any
such provision which may
prove invalid or
unenforceable under any law
shall not affect
the validity
or enforceability of any other
provision of any agreement.
Each party hereby
irrevocably waives personal
service
of process and
consents
to process
being served in any suit, action or proceeding in
connection
with this Agreement or
any other Transaction Document by mailing 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.


II. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to
all of the terms and conditions
contained herein.


12. CERTAIN DEFINITIONS. For purposes of this
Warrant, the
following terms shall have the
following meanings:


(a) ''Nasdaq'' means www.Nasdaq.com.


(b) "Closing Sale Price" means,
for any security as of any
date, (i) the last
closing trade
price for such
security on the Principal
Market, as reported by Nasdaq, or,
if the Principal Market begins to
operate on an extended hours basis and does not designate the closing
trade price,
then the last trade price of such
security prior to 4:00
p.m., New York time, as
reported by Nasdaq, or (ii) if
the foregoing does not
apply, the last trade price of such security in
the over-the-counter market for
such security as
reported by Nasdaq, or
(iii) if no last trade price
is reported for such
security by Nasdaq, the average
of the bid and
ask prices of any market makers for such security as reported by the OTC
Markets. If the Closing Sale Price cannot be calculated for
a security on a
particular date on any of the
foregoing bases,
the Closing Sale
Price of such
security on such date shall be the
fair market value as mutually
determined hy the Company
and the Holder. All such determinations to be appropriately adjusted for
any stock dividend, stock split, stock combination or
other similar transaction
during the applicable
calculation period.


 


(c) "Common Stock" means the Company's common stock, and any
other class of securities into which such securities may hereafter be reclassified or
changed.


(d) "Common Stock Equivalents" means any
securities of the Company that would
entitle the holder thereof
to acquire at any time Common Stock,
including without limitation
any debt, preferred stock, rights,
options, warrants or
other instrument that is
at any time convertible into or
exercisable or
exchangeable for, or otherwise
entitles the holder thereof to
receive, Common Stock.


(e) "Dilutive Issuance" is any issuance of Common Stock or Common Stock
Equivalents described in Section 2(b)
above;provided, however,
that a Dilutive
Issuance shall not include any
Exempt Issuance.


(t)
"Exempt Issuance" means
the issuance of (i) shares of Common Stock or
options to employees,
officers, or directors
of the Company
pursuant to any stock or option plan duly adopted by a
majority of the
non-employee members of the
Board of Directors of the Company or a
majority of the
members of a committee of non-employee directors established for such purpose,
and (ii) shares
of Common Stock issued pursuant
to real property leasing arrangement
from a bank approved
by the Board
of Directors of the Company; (iii)
securities upon the conversion
of the Note, and (iv)
securities issued
pursuant to acquisitions or
strategic transactions approved
by a majority
of the disinterested directors
of the Company.


(g) "Principal Market" means the primary
national securities exchange on which the Common
Stock is then traded.


(h) "Market
Price" means
the highest traded price
of the Common Stock on the
Trading Day immediately
prior to the date of the
respective Exercise Notice.


(i) "Trading Day" means (i) any
day on which the Common Stock is listed or
quoted and traded on its
Principal Market, (ii)
if the Common Stock is not then listed or
quoted and traded on any national securities exchange,
then a day on which trading occurs on any over-the-counter markets,
or (iii) if trading does not occur on the over-the-counter markets,
any Business
Day.


 


* *
* * * * *




 

5








 






IN WITNESS WHEREOF, the Company
has caused this Warrant to be
duly executed as
of the Issuance Date set forth
above.


 


 



GUIDED THERAPEUTICS, INC.


Name: Gene Cartwright


Title:
Chief Executive Officer


 


 




 

6








 






EXHIBIT
A



EXERCISE NOTICE


(To be executed by the registered holder to
exercise this Common
Stock Purchase
Warrant)


THE UNDERSIGNED holder hereby
exercises the right to purchase of the shares of
Common Stock ("Warrant Shares") of Guided Therapeutics, loc.,
a Delaware corporation (the "Company"), evidenced by
the attached copy of
the Common Stock
Purchase Warrant (the "Warrant"). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in
the Warrant.


1. Form
of Exercise Price. The Holder intends that payment of the
Exercise Price shall be
made as (check
one):


a. o
a cash exercise with respect to _
_ _ _
_ ___ Warrant
Shares; or


b. o
by cashless exercise
pursuant to the Warrant.


 


1. Payment
of Exercise Price. If cash exercise is selected above, the holder shall pay the
applicable Aggregate Exercise Price in the sum
of$ to the Company in
accordance with the terms of the
Warrant.


2. Delivery
of Warrant Shares. The Company
shall deliver
to the holder ____
_ _ _
_ Warrant Shares in accordance with the terms of
the Warrant.


 


Date:


(Print Name of
Registered Holder)


By: Name:


Title: ____ _________ _ _ _ EXHIBITB


 




 

7








 







ASSIGNMENT OF WARRANT


(To be
signed only upon
authorized transfer of the
Warrant)


FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the
right to purchase shares
of common stock of
Guided Therapeutics,
Inc., to which the within
Common Stock
Purchase Warrant relates and appoints , as attorney-in-fact, to
transfer said
right on the hooks of
Guided Therapeutics, Inc. with full power of substitution and re-substitution in the premises. By
accepting such transfer,
the transferee has agreed to
be bound in all
respects by the terms and conditions
of the within Warrant.


Dated:


(Signature) *


(Name)


(Address)


(Social Security or Tax Identification No.)


● The signature on this
Assignment of
Warrant must correspond to the name as written upon the face of
the Common Stock Purchase Warrant
in
every
particular without
alteration or enlargement or any change whatsoever.
When signing
on behalf of a corporation, partnership, trust
or other
entity, please
indicate your position(s) and title(s)
with such
entity.


 


 


 


 




 

8