Exhibit 4.17


 


 


Guided
Therapeutics, INC.


Common Stock Purchase Warrant


	 	Warrant Terms	 
	 	Warrant No.	 	Warrant Shares	 	Exercise Price	 
	 	 	 	 	 	$               per share	 
	 	Date of Issuance	 	 	 	Termination Date	 
	 	                   , 2014	 	 	 	                   , 2019	 


 


This Common Stock Purchase Warrant (this
“Warrant”) certifies that, for value received, _____________ or its 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 listed on the table above (the “Initial Exercise Date”) and on or prior to the
close of business on the Termination Date listed on the table above[1]
(the “Termination Date”) but not thereafter, to subscribe for and purchase from GUIDED THERAPEUTICS, INC., a
Delaware corporation (the “Company”), up to that number of shares of the Company’s common stock, par value
$.001 per share (the “Common Stock”), listed in the table above (the “Warrant Shares”).


1.      
Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
Securities Purchase Agreement, dated as of _______, 2014, between the Company and the purchasers identified on the signature pages
thereto (the “Purchase Agreement”).


2.      
Exercise.


(a)    
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part,
at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or
such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of
the Holder appearing on the books of the Company) of a duly executed facsimile copy of the attached Notice of Exercise Form (the
date such Notice of Exercise is received by the Company, the “Warrant Exercise Date”); and, within three days
of trading on the principal market or exchange on which the Common Stock trades (such market or exchange, the “Trading
Market” and each such day, a “Trading Day”) of the Warrant Exercise Date, receipt of payment by the
Company of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United
States bank or, if available, pursuant to the cashless exercise procedure specified in Section 2(c). Notwithstanding anything herein
to the contrary, the Holder will not be required to physically surrender this Warrant to the Company until the Holder has purchased
all of the Warrant Shares available hereunder and this Warrant has been exercised in full, in which case, the Holder shall surrender
this Warrant to the Company for cancelation within three Trading Days of the date the final Notice of Exercise is delivered to
the Company. 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. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Holder and any assignee, by acceptance of this Warrant, acknowledge and
agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face
hereof.


(b)    
Exercise Price. The purchase price of one share of Common Stock under this Warrant shall be equal to the exercise
price listed in the table above, subject to adjustment as provided in this Warrant (the “Exercise Price”).



(c)    
Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or
the prospectus contained therein is not available for, the issuance of the Warrant Shares to the Holder, then this Warrant may
only be exercised, in whole or in part, at such time by means of a cashless exercise in which the Holder shall be entitled to receive
a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


(A) = the VWAP on the Trading Day immediately preceding
the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable
Notice of Exercise;


(B) = the Exercise Price of this Warrant, as adjusted hereunder;
and


(X) = the number of Warrant Shares that would be issuable
upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather
than a cashless exercise.


“VWAP” means, for
any security as of any date, the dollar volume-weighted average price for such security on a Trading Market (or, if a Trading Market
is not the principal trading market for such security, then on the principal securities exchange or securities market on which
such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York
time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar
volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security
during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest
closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group
Inc. If VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such
date will be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable
to agree upon the fair market value of such security, then the fair market value will be determined by an independent appraiser
selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to
the Company, the fees and expenses of which the Company shall pay. All such determinations will be appropriately adjusted for any
stock dividend, stock split, stock combination or other similar transaction during such period.


(d)    
Mechanics of Exercise.


(i)      
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Transfer Agent to transmit the Warrant Shares
purchased hereunder to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such
system and there is an effective registration statement permitting the issuance of the Warrant Shares to Holder, and otherwise
by physical delivery to the address specified by the Holder in the Notice of Exercise, by the date that is three Trading Days after
the Warrant Exercise Date (such date, the “Warrant Share Delivery Date”), provided that the Holder has paid
any required Exercise Price for the portion of this Warrant being exercised on or prior to such Warrant Share Delivery Date. This
Warrant will be deemed to have been exercised on the Warrant Exercise Date. The Warrant Shares will be deemed to have been issued,
and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares
for all purposes, as of the Warrant Exercise Date, once Holder has paid to the Company the Exercise Price (or paid via cashless
exercise, if permitted) and paid all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the
issuance of such shares.


(ii)    
Delivery of New Warrants Upon Exercise. If this Warrant is exercised in part, the Company shall, at the request of
the Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant will
in all other respects be identical with this Warrant.




(iii)   
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares
pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then, the Holder will have the right to rescind such exercise.


(iv)  
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights
available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to an exercise on or before the Warrant Share Delivery Date and the Holder has paid any required Exercise Price for the portion
of this Warrant being exercised on or prior to such Warrant Share Delivery Date (including by cashless exercise, if permitted pursuant
to Section 2(c)), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise)
or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder
of the Warrant Shares that the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall, within five Trading Days, (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase
price (including reasonable brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount
obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with
the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such
exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares
of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations. The Holder
shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request
of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof.


(v)    
No Fractional Shares or Scrip. The Company shall not issue fractional shares or scrip representing fractional shares
upon the exercise of this Warrant. As to any fraction of a share that the Holder would otherwise be entitled to purchase upon such
exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal
to such fraction multiplied by the Exercise Price or round up to the next whole share.


(vi)  
Charges, Taxes and Expenses. The Company shall not charge the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such
Warrant Shares shall be issued in the name of the Holder or, if permitted by applicable law, in such name or names as may be directed
by the Holder. If Warrant Shares are to be issued in a name other than the name of the Holder, then this Warrant when surrendered
for exercise must be accompanied by the attached Assignment Form duly executed by the Holder and the Company may require, as a
condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental to such assignment.


(vii) 
Closing of Books. The Company will not close its stockholder books or records in any manner that prevents the timely
exercise of this Warrant pursuant to its terms.


(e)     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, pursuant to Section 2 or otherwise, to the extent that after giving effect to such
issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the
Holder’s “affiliates” (as such term is defined in Rule 405 under the Securities Act of 1933), and any other
persons acting as a “group” (as such term is defined in Regulation 13D/G under the Securities Exchange Act of
1934 (the “Exchange Act”) 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 will include the number of shares of
Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but will exclude
the number of shares of Common Stock that 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 (as defined below)) subject to a limitation on conversion or exercise analogous to the limitation contained in
this Section 2(e) beneficially owned by the Holder or any of its affiliates, to the extent not being converted or exercised
at the time at which such determination is made. Except as set forth in the preceding sentence, for purposes of this Section
2(e), beneficial ownership will be calculated in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder, and the Holder acknowledges 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 Section 2(e)
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 will be in the sole discretion of the
Holder, and the submission of a Notice of Exercise will be deemed to be the Holder’s determination that this Warrant is
exercisable (in relation to other securities owned by the Holder together with any affiliates), to the extent to be exercise
pursuant to such Notice of Exercise, in accordance with the Beneficial Ownership Limitation, and the Company will have no
obligation to verify or confirm the accuracy of such determination and will have no liability for exercises of this Warrant
that are in non-compliance with the Beneficial Ownership Limitation. In addition, a determination as to any group status as
contemplated above will be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), 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, (B) a more recent public announcement by the
Company, or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of
Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm
orally and in writing to the Holder the number of shares of Common Stock then outstanding as established by clauses (A), (B),
or (C), as applicable. In any case, the number of outstanding shares of Common Stock will 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 Holder, upon not less than 61
days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this
Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the
Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this
Warrant and the provisions of this Section 2(e) shall continue to apply. Any such increase or decrease will not be effective
until the 61st day after such notice is delivered to the Company and shall only be
effective with regard to such Holder. The provisions of this Section 2(e) will be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 2(e) to correct this section (or any portion hereof) that
may be defective or inconsistent with the intended Beneficial Ownership Limitation or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 2(e) will apply
to a successor holder of this Warrant. “Common Stock Equivalents” means any securities of the Company or
the Subsidiaries that would entitle the holder thereof to acquire at any time Common Stock, including, without limitation,
any debt, preferred stock, right, option, warrant 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.


3.      
Certain Adjustments.


(a)     Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock (which, for avoidance of doubt, will not include any shares of Common Stock
issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number
of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then
in each case the Exercise Price will be adjusted to an amount equal to the Exercise Price immediately before such event
multiplied by a fraction, the numerator of which will be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding immediately before such event and the denominator of which will be the number of shares of Common Stock
outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant will be
proportionately adjusted such that the aggregate Exercise Price of this Warrant will remain unchanged. Any adjustment made
pursuant to this Section 3(a) will become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and will become effective immediately after the effective date in the case
of a subdivision, combination or re-classification.


(b)    
 [RESERVED]


(c)    
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a), if at any time the Company
grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be
entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights that the Holder could have
acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before
the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder will not be entitled to participate in
such Purchase Right to such extent (or in the beneficial ownership of such shares of Common Stock as a result of such Purchase
Right to such extent) and such Purchase Right to such extent will be held in abeyance for the Holder until such time, if ever,
as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


(d)    
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company declares or makes 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, scheme of arrangement or other similar transaction) (a
“Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder will be
entitled following partial or complete exercise of this Warrant to participate in such Distribution to the same extent that the
Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon such partial
or complete exercise of this Warrant, as applicable (without regard to any limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in
such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder will not be entitled to participate in
such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution
to such extent) and the portion of such Distribution will be held in abeyance for the benefit of the Holder until such time, if
ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). In addition, to the extent
that this Warrant has not been partially or completed exercised at the time of such Distribution, such portion of the Distribution
will be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.


(e)     Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Company with or into another Person (other than for the
purpose of changing the name of the Company or changing the Company’s jurisdiction of incorporation to another
state within the United States), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment,
transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related
transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or
another Person) is completed pursuant to which holders of at least 50% or more of the outstanding Common Stock sell, tender
or exchange their shares for other securities, cash or property, (iv) the Company, directly or indirectly, in one or more
related transactions, effects any reclassification, reorganization or recapitalization 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, (v) the Company, directly or indirectly, in one or more related transactions consummates a securities purchase or
other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of
arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making
or party to, or associated or affiliated with the other Persons making or party to, such securities purchase or other
business combination) (each a “Fundamental Transaction”), then, subject to the agreement of any
counterparty to the Fundamental Transaction, upon any subsequent exercise of this Warrant, the Holder will have the right to
receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of
this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a
result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the
exercise of this Warrant). 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. If 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. Notwithstanding anything to the contrary, in the
event of a Fundamental Transaction that is (1) an all cash transaction (meaning (x) all outstanding shares of Common Stock
prior to the Fundamental Transaction are converted into or exchanged or tendered for cash or (y) the Company, directly or
indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions for all cash consideration), (2) a “Rule 13e-3
transaction” as defined in Rule 13e-3 under the Exchange Act, or (3) a Fundamental Transaction involving a person or
entity not traded on a national securities exchange or other established trading market, including, but not limited to, the
NYSE, the NYSE MKT, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTC QX, the OTC
QB or the Over-the-Counter Bulletin Board (a “Non-listed Company”) in which all outstanding shares of
Common Stock prior to the Fundamental Transaction are converted into or exchanged or tendered for shares of such Non-listed
Company, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time
concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the
Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of
this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means
the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on
Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a
period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the
Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT
function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental
Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being
offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction
and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental
Transaction and the Termination Date. The Company shall use commercially reasonable efforts to cause any successor entity in
a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in
writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) and
shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a
corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of
Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of
this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to
such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such
Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such
exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the
occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from
and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the
“Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and
shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had
been named as the Company herein.


(f)     
Calculations. All calculations under this Section 3 will be made to the nearest cent or the nearest 1/100th of a
share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding
as of a given date will be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


(g)    
Notice to Holder.


(i)      
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3,
the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment.


(ii)    
Notice to Allow Exercise by Holder. If, during the term in which this Warrant is exercisable by Holder, (A) the Company
shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders
of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights,
(D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of
the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or
(E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company,
then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant
Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,
or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure
to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required
to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public
information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission
pursuant to a current report on Form 8-K. The Holder will remain entitled to exercise this Warrant during the period commencing
on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth
herein.


4.      
Transfer of Warrant.


(a)    
Transferability. Subject to compliance with applicable securities laws, the Holder may transfer this Warrant and
all rights hereunder, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated
agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder
or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue
to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be canceled.
The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without
having a new Warrant issued.


(b)     New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the principal office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be
issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may
be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for
the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or
exchanges will be dated the Initial Exercise Date set forth on the first page of this Warrant and will be identical with this
Warrant except as to the number of Warrant Shares issuable pursuant thereto.


(c)    
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may
deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


5.      
Miscellaneous.


(a)    
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3.


(b)    
Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and
in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancelation
of such Warrant or stock certificate, if mutilated, the Company shall make and deliver a new Warrant or stock certificate of like
tenor, in lieu of such Warrant or stock certificate.


(c)    
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of
any right required or granted herein is not a business day, then such action may be taken or such right may be exercised on the
next succeeding business day.


(d)    
Authorized Shares. During the period the Warrant is outstanding, the Company shall reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any
purchase rights under this Warrant. The Company’s issuance of this Warrant will constitute full authority to the Company’s
officers, who are charged with the duty of executing stock certificates to execute and issue the necessary Warrant Shares upon
the exercise of the purchase rights under this Warrant. The Company shall take all such reasonable action as may be necessary to
assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any
requirements of the Trading Market upon which the Common Stock may be listed. All Warrant Shares that may be issued upon the exercise
of this Warrant will, upon such exercise and payment for such Warrant Shares in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


Except and to the extent as waived or
consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation
or through any reorganization, transfer of assets, consolidation, merger, 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, but shall at all times
in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of the Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing,
the Company shall (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof, as may be necessary to enable the Company to perform its obligations under this Warrant.


Before taking any action that would
result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company
shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.




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


(f)     
Holder Representations, Warranties, Acknowledgements and Agreements. Upon any exercise or transfer of this Warrant
(in whole or part), the Holder shall confirm the accuracy in all respects of its representations and warranties set forth in the
Purchase Agreement as of the date of such exercise or transfer, and shall reaffirm its covenants set forth in the Purchase Agreement.


(g)    
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part
of a party will operate as a waiver of such right or otherwise prejudice the party’s rights, powers or remedies. Without
limiting any other provision of this Warrant or the Purchase Agreement, if a party willfully and knowingly fails to comply with
any provision of this Warrant, which results in any material damages to the other party, the offending party shall pay to the offended
party such amounts as are sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’
fees, incurred by the offended party in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.


(h)    
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the
Company must be delivered in accordance with the notice provisions of the Purchase Agreement.


(i)      
Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this
Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability
of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.


(j)     
Remedies. The parties, in addition to being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this Warrant. The parties acknowledge that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby
agree to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


(k)    
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced
hereby will inure to the benefit of and be binding upon the successors and permitted assigns of the parties. The provisions of
this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and will be enforceable by the
Holder or holder of Warrant Shares.


(l)      
Amendment. This Warrant is one of a series of Warrants of like tenor issued by the Company pursuant to the Purchase
Agreement (collectively, the “Subscription Warrants”). Any term of this Warrant may be amended or waived (including
the adjustment provisions included in Section 3) upon the written consent of the Company and the holders of Subscription Warrants
representing at least 66 2/3% of the number of shares of Common Stock then subject to all outstanding Subscription Warrants.


(m)  
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


(n)    
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose,
be deemed a part of this Warrant.


[Signature Page Follows]




    	 



    	 



    

This Warrant is being signed as of the
date first stated above.


GUIDED THERAPEUTICS, INC.


 


By:_________________________________________


Name: Gene S. Cartwright


Title: President and Chief Executive Officer


 




    	 



    	 



    

NOTICE
OF EXERCISE


TO: GUIDED THERAPEUTICS, INC.


 


(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.


 


(2) Payment
shall take the form of (check applicable box):


 


[ ] in lawful money of the United States; or


 


[ ] [if permitted] the cancelation of such number
of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect
to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


(3) Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


 


The Warrant Shares shall be delivered to the following DWAC Account
Number or by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


The undersigned hereby confirms, as of the date hereof, that each
of its representations and warranties set forth in the Purchase Agreement is true and correct in all respects as of the date hereof,
and reaffirms all of its covenants set forth in the Purchase Agreement.


 


[SIGNATURE OF HOLDER]


 


Name of Entity:


 


_____________________________________________


 


 


 


By: _________________________________________________


 


Name of Authorized Signatory: ____________________________


 


Title of Authorized Signatory: ____________________________


 


 


Date: ______________, ____


 


 




    	 



    	 



    

ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute


this form and supply required information.


Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, [____] all of or [_______]
shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


 


_______________________________________________ whose address is


 


_______________________________________________________________.


 


 


The undersigned hereby confirms, as of the date hereof, that each
of its representations and warranties set forth in the Purchase Agreement is true and correct in all respects as of the date hereof,
and reaffirms all of its covenants set forth in the Purchase Agreement.


 


[SIGNATURE OF HOLDER]


 


Name of Entity:


 


_____________________________________________


 


 


 


By: _________________________________________________


 


Name of Authorized Signatory: ____________________________


 


Title of Authorized Signatory: ____________________________


 


Date: ______________, ____


 


 


 






 


[1]
Five-year anniversary of date of issuance.