gthp_ex1018





  Exhibit 10.18







 


 


 SECURITIES PURCHASE
AGREEMENT


THIS PURCHASE AGREEMENT
("Agreement") is made as of the 17th
day of May,
2018 by and between
Guided
Therapeutics, Inc., (the "Company"),
and GHS Investments, LLC
(the "Investor").


 


 


 



Recitals


A. The Investor wishes to purchase from the
Company and the Company wishes to sell
and issue to the Investor, upon the
terms and conditions stated in
this Agreement:


 


1.
$9,250 of
Securities, in the form of a Promissory Note (the "Note"),
attached hereto.


 


In consideration of the mutual promises made
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.
Definitions. In addition to those
terms defined above and elsewhere in this
Agreement, for the purposes of this
Agreement, the following
terms shall have the meanings set forth below:


 


"Affiliate" means, with respect
to any Person,
any other Person which directly or
indirectly through one or more intermediaries
Controls, is controlled by, or is under
common control with,
such Person.


 


"Business
Day" means a day, other than a Saturday or Sunday, on
which banks in New York City are open for the general transaction
of business.


 


"Common
Stock Equivalents" means any
securities of the Company or the Subsidiaries which 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 exchangeable
for, or otherwise entitles the holder thereof to
receive, Common Stock.


 


"Company's Knowledge"
means the actual knowledge of the executive
officers (as defined in Rule 405 under the 1933 Act) of the
Company, after due inquiry.


 


"Confidential Information" means trade
secrets, confidential information and know-how (including
but not limited to ideas, formulae,
compositions, processes,
procedures and techniques, research
and development information, computer program
code, performance specifications, support documentation,
drawings, specifications, designs, business and
marketing plans,
and customer and supplier lists and
related information).


 


"Control" (including the terms "controlling", "controlled
by" or "under common control with") means the
possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a
Person, whether through the ownership of voting
securities, by contract or otherwise.


 


"Intellectual Propertv" means all of
the following: (i) patents, patent
applications,
patent disclosures and inventions
(whether or not patentable and whether or not reduced to practice);
(ii) trademarks,
service marks, trade dress, trade
names, corporate names, logos, slogans and Internet domain
names, together with
all goodwill associated with each of the foregoing; (iii)
copyrights and copyrightable works;(iv)
registrations,
applications and renewals for any of
the foregoing; and (v) proprietary computer software (including but
not limited to data, data bases and
documentation).


 


"Material Adverse Effect" means a material adverse
effect on (i) the assets, liabilities, results of
operations, condition (financial or otherwise),
business, or prospects of the Company and its Subsidiaries
taken as a whole,
or (ii) the ability of the Company to
perform its obligations under the Transaction
Documents.


 


"Person" means
an individual, corporation,
partnership,
limited liability company,
trust, business trust, association,
joint stock company,
joint venture, sole
proprietorship,
unincorporated
organization,
governmental authority or any other
form of entity not specifically listed herein.


 



 

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"Purchase
Price" means $7,500, representing a 10% original issuance discount
on the Note and an initial $1,000 being withheld by the Investor to
offset legal and other transaction costs.


 


"SEC"
means the United States Securities and
Exchange Commission.


 


"Securities"
means the Note and the common shares issuable at
conversion.


 


"Subsidiary" of
any Person means another Person, an amount of the
voting securities, other voting
ownership or voting partnership interests of which is
sufficient to elect at least a majority of its Board of Directors
or other governing body (or, if there are
no such voting interests, 50% or more
of the equity interests of which) is owned directly or
indirectly by such first Person.


 


"Transaction Documents" means this
Agreement, the Note, the Company Representation Letter, and
supporting documents.


 


"1933 Act" means the
Securities Act of 1933,
as amended, or any
successor statute, and the rules and regulations
promulgated thereunder.


 


" 1934
Act" means the Securities Exchange Act
of 1934, as amended, or any
successor statute,
and the rules and
regulations promulgated thereunder.


 


2. Purchase and Sale of the Securities. Subject to
the terms and conditions of this Agreement, the Company shall sell
and issue to the Investor a Promissory Note in the principal amount
of$9,250.


 


2.1
Security As Security for the Company's obligations contained herein
and in the Note issued by the Company to the Holder, following any
Event of Default which remains uncured for fifteen (IS) calendar
days, the Holder shall be granted an unconditional security
interest in and to, any and all property of the Company and its
subsidiaries, of any kind or description, tangible or intangible,
whether now existing or hereafter arising or acquired until the
balance of the Note has been reduced to $0. "Any and all property,"
as described herein shall be inclusive of, but not limited to,
assets reported by the Company on its SEC filings, cash, inventory,
accounts receivable, intellectual property rights, equipment and
property. The Investor is authorized to make all filings the
Investor, in its discretion, deems necessary to evidence its
security interests.


 


3. Closing. Upon confirmation that the other
conditions to closing specified herein have been satisfied or duly
waived by the Investor, the Company shall deliver to the Investor,
a Note registered the name of the Investor and the Investor shall
cause a wire transfer in same day funds to be sent to the account
of the Company as instructed in writing by the
Company, in an amount representing the Purchase Price for
the Note (the "Closing
Date").


 


4. Representations and Warranties of the Company.
The Company hereby represents and warrants to the Investor that,
except as set forth in the schedules delivered herewith
(collectively,
the "Disclosure
Schedules") and as disclosed in the Company's
SEC Filings:


 


4. I Organization. Good Standing and
Qualification. Each of the Company and its Subsidiaries is a
corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has all
requisite corporate power and authority to carry on its
business as now
conducted and to own its
properties. Each of
the Company and its Subsidiaries is duly qualified to
do business as a foreign corporation and is in good standing in
each jurisdiction in which the conduct of its business or its
ownership or leasing of property makes such qualification or
leasing necessary unless the failure to so qualify has not and
could not reasonably be expected to have a Material Adverse Effect.
The Company's Subsidiaries are listed on the
Company's public disclosures filed with the
SEC.


 


4.2 Authorization. The
Company has full power and authority
and, has taken all requisite action on the part of the
Company, its officers, directors
and stockholders necessary for (i) the authorization, execution and
delivery of the Transaction Documents, (ii)
authorization of the performance of all obligations of the Company
hereunder or thereunder,
and (iii) the
authorization,
issuance (or reservation for issuance)
and delivery of the Securities. The Transaction Documents
constitute the legal,
valid and binding obligations of the
Company, enforceable against the
Company in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium
and similar laws of general applicability, relating to
or affecting creditors'
rights generally.


 



 

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4.3 Capitalization. As of the date
hereof, the authorized common stock of the Company on the date
hereof is 1,000,000,000 (b)
the number of shares of capital stock issued and outstanding as
of 5/17/2018
is 195,178,173 (c) the number of shares of capital stock issuable
pursuant to the Company's stock plans' ;and (d) the
number of shares of capital stock issuable and
reserved for issuance pursuant to securities (other than the
Securities) exercisable for, or
convertible into or exchangeable for any shares of capital stock of
the Company as of 5/17/2018 are
872,084,220. All of the
issued and outstanding shares of the Company's
capital stock have been duly authorized and validly issued
and are fully paid, nonassessable and free of
pre-emptive rights. All of the issued
and outstanding shares of capital stock of each Subsidiary have
been duly authorized and validly issued and are fully
paid, nonassessable and free of pre-emptive rights, were
issued in full compliance with applicable state and federal
securities law and any rights of third parties and are owned
by the Company,
beneficially and of record,
subject to no lien, encumbrance or
other adverse claim. No Person is entitled to pre-emptive or
similar statutory or contractual rights with respect to
any securities of the Company. Other than described herein and in
the Company's periodic reports filed with the SEC, there are no
outstanding warrants, options, convertible securities or other
rights, agreements or arrangements of any character under
which the Company or any of its Subsidiaries is or may be obligated
to issue any equity securities of any kind and except as
contemplated by this Agreement, neither the
Company nor any of its Subsidiaries is currently in negotiations
for the issuance of any equity securities of any
kind.


 


The issuance and sale of the Securities hereunder
will not obligate the Company to issue shares of Common Stock or
other securities to any other Person (other than the Investor) and
will not result in the
adjustment of the exercise, conversion, exchange or
reset price of any outstanding security.


 


The Company does not have outstanding stockholder
purchase rights or "poison pill"
or any similar arrangement in effect giving any Person the right to
purchase any equity interest in the
Company upon the occurrence of certain events.


 


4.4 Valid Issuance. The issued Securities have
been duly and validly authorized and, when issued
and paid for pursuant to this Agreement, shall be
free and clear of all encumbrances and restrictions (other than
those created by the Investor), except for
restrictions on transfer set forth in the Transaction Documents or
imposed by applicable
securities laws. Upon the due conversion of the Debenture, the
Converted Shares will be validly issued, fully paid
and non-assessable free and clear of all encumbrances and
restrictions,
except for restrictions on transfer
set forth in the Transaction Documents or imposed by applicable
securities laws and except for those created by the Investor. The
Company has reserved a sufficient number of shares of Common Stock
for issuance upon the exercise of the Debenture, free and
clear of all encumbrances and restrictions, except for
restrictions on transfer set forth in the Transaction Documents or
imposed by applicable securities laws and except for those created
by the Investor.


 


4.5 Consents. The execution, delivery and
performance by the Company of the Transaction
Documents, and the offer, issuance and
sale of the Securities require no consent of, action by or
in respect of, or filing with, any
Person, governmental body, agency, or
official other than filings that have been made pursuant to
applicable state securities laws, and post-sale filings pursuant to
applicable state and federal securities laws which the Company
undertakes to file within the applicable time periods. Subject to
the accuracy of the representations and warranties of the Investor
set forth in Section 5 hereof, the Company has taken all action
necessary to exempt (i) the issuance and sale of the
Securities, (ii) the issuance of the Shares upon due conversion of
the Debenture,
and (iii) the other transactions
contemplated by the Transaction Documents from the provisions of
any shareholder rights plan or other "poison
pill" arrangement, any anti-takeover, business
combination or control share law or statute binding on the Company
or to which the Company or any of its assets and properties may be
subject and any provision of the Company's Articles of
Incorporation or By-laws that is or could reasonably be expected to
become applicable to the Investor as a result of the transactions
contemplated hereby,
including without
limitation, the issuance of the Securities and the
ownership, disposition or voting of the Securities by the
Investor or the exercise of any right granted to the Investor
pursuant to this Agreement or the other Transaction
Documents.


 


4.6 Delivery of SEC Filings; Business. The Company
has made available or shall make available, within twenty calendar
days from the execution of this Agreement, to the Investor through
the EDGAR system,
true and complete copies of the
Company's most recent Annual Report on Form
IO-K for its last fiscal year (the
" IO-K"), and all other reports filed by the Company
pursuant to the 1934 Act since the filing of the 10-K and prior to
the date hereof (collectively, the "SEC Filings"). The SEC
Filings are the only filings required of the Company pursuant to
the 1934 Act for such period. The Company and its Subsidiaries are
engaged in all material respects only in the business described in
the SEC Filings and the SEC Filings contain a complete and accurate
description in all material respects of the business of the Company
and its Subsidiaries,
taken as a whole.


 


4.7 Use of Proceeds. The net proceeds of
the sale of the Note hereunder shall be used by the
Company for working capital and general corporate purposes. The
Company agrees that it shall not use the funds from this
Agreement, at any time, to lend
money, give credit or make advances to any
officers, directors, employees, subsidiaries
and affiliates of the Company.


 



 

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4.8 No Conflict, Breach, Violation or Default. The
execution, delivery and performance of the Transaction
Documents by the Company and the issuance and sale of the
Securities will not conflict with or result in a breach or
violation of any of the terms and provisions of, or
constitute a default under (i) the Company's Articles of
Incorporation or the Company's Bylaws, both as in
effect on the date hereof (true and complete copies of which have
been made available to the Investor through the EDGAR
system), or (ii)(a) any statute, rule,
regulation or order of any
governmental agency or body or any court, domestic or
foreign, having jurisdiction over the
Company, any Subsidiary or any of their respective assets
or properties,
or (b) any agreement or instrument to which the Company
or any Subsidiary is a party or by which the Company or a
Subsidiary is bound or to which any of their respective assets or
properties is subject.


 


4.9 Brokers and Finders. No Person will
have, as a result of the transactions contemplated by
the Transaction Documents, any valid
right, interest or claim against or upon the Company, any
Subsidiary or an Investor for any commission, fee or other
compensation pursuant to any agreement, arrangement or
understanding entered into by or on behalf of the
Company.


 


4.10 No Directed Selling Efforts or General
Solicitation. Neither the Company nor any Person acting on its
behalf has conducted any general solicitation or general
advertising (as those terms are used in Regulation D) in connection
with the offer or sale of any of the Securities.


 


4.11 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 of any Company security or solicited any
offers to buy any security, under circumstances that would
adversely affect reliance by the Company on Section 4(2) for the
exemption from registration for the transactions contemplated
hereby or would require
registration of the Securities under the 1933
Act.


 


4.12
Private Placement. The offer and sale of the Securities to the
Investor as contemplated hereby is exempt from the registration
requirements of the 1933 Act.


 


5.
Representations and Warranties of the
Investor. The Investor hereby represents and
warrants to the Company that:


 


5.1 Organization and Existence. Such
Investor is a validly existing corporation, limited partnership or
limited liability company and has all requisite corporate,
partnership or limited liability company power and authority to
invest in the Securities pursuant to this
Agreement.


 


5.2 Authorization. The
execution, delivery and performance by such Investor of the
Transaction Documents to which such Investor is a party have been
duly authorized and will each constitute the valid and legally
binding obligation of such Investor, enforceable
against such Investor in accordance with their respective
terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium
and similar laws of general applicability, relating to
or affecting creditors'
rights generally.


 


5.3 Purchase Entirely for Own Account. The
Securities to be received by sucb Investor hereunder will be
acquired for such Investor's own
account, not as nominee or agent, and not with a view to the resale
or distribution of
any part thereof in violation of the
1933 Act, and such Investor has no present intention of
selling, granting any participation in, or otherwise
distributing the same in violation of the 1933 Act without
prejudice, however, to such
Investor's right at all times to sell or otherwise dispose of all
or any part of such Securities in compliance with applicable
federal and state securities laws. Nothing contained herein shall
be deemed a representation or warranty by such Investor to hold the
Securities for any period of time. Such Investor is not a broker-dealer
registered with the SEC under the 1934 Act or an entity engaged in
a business that would require it to be so
registered.


 


5.4 Investment Experience. Such Investor
acknowledges that it can bear the economic risk and complete loss
of its investment in the Securities and has such knowledge and
experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment contemplated
hereby.


 


5.5 Disclosure of Information. Such
Investor has had an opportunity to receive all information related
to the Company
requested by it and to ask questions
of and receive answers from the Company regarding the Company, its
business and the terms and conditions of the offering of the
Securities. Such Investor acknowledges receipt of copies of the SEC
Filings. Neither such inquiries nor any other due diligence
investigation conducted by such Investor shall modify, amend or
affect such Investor'
s right to rely on the Company's
representations and warranties contained in this
Agreement.


 



 

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5.6 Restricted
Securities. Such Investor understands that the Securities are
characterized as "restricted
securities" under the U.S. federal securities laws inasmuch as
they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable
regulations such securities may be resold without registration
under the 1933 Act only in certain limited
circumstances.


 


5.7 Legends. It
is understood that, except as provided
below, certificates evidencing the Securities may bear the
following or any similar legend:


 


(a) "The
securities represented hereby may not be transferred unless (i)
such securities have been registered for sale pursuant to the
Securities Act of 1933,
as amended, (ii) such
securities may be sold pursuant to Rule l44(i), or (iii) the
Company has received an opinion of counsel reasonably satisfactory
to it that such transfer may lawfully be made without registration
under the Securities Act of 1933 or qualification under applicable
state securities laws."


 


(b) If required by the authorities of
any state in connection with the issuance of sale of the
Securities, the legend required by such state
authority.


 


5.8
Accredited Investor. Such Investor is an accredited investor as
defined in Rule 501 (a) of Regulation D, as amended, under the 1933
Act.


 


5.9 No General
Solicitation. Such Investor did not learn of the investment in the
Securities as a result of any public advertising or general
solicitation.


 


5.10 Brokers and Finders. No Person will have, as
a result of the transactions contemplated by the Transaction
Documents, any valid right, interest or
claim against or upon the Company, any
Subsidiary or an Investor for any commission, fee or other
compensation pursuant to any agreement, arrangement or
understanding entered into by or on behalf of such
Investor.


 


6.
Conditions to Closing.


 


6.1 Conditions to the Investor's Obligations. The
obligation of the Investor to purchase the Note at
Closing is subject to
the fulfillment to such
Investor's satisfaction, on or
prior to the Closing Date, of the following conditions,
any of which may be
waived by the Investor:


 


(a) The representations and warranties made
by the Company in Section 4
hereof qualified as to materiality shall be true and correct at
all times prior to and on the Closing
Date, except to the extent any
such representation or warranty expressly speaks as of an
earlier date,
in which case such representation or
warranty shall be true and correct as of such earlier
date, and, the
representations and warranties
made by the Company in Section 4 hereof not qualified as
to materiality shall be true and correct in all material respects
at all times prior
to and on the Closing Date,
except to the extent any such representation or warranty
expressly speaks as of an earlier date, in which
case such representation or warranty shall be true and
correct in all material respects as of such earlier date. The Company
shall have performed
in all material respects all
obligations and conditions herein required to be performed
or observed by it on or prior to the Closing
Date.


 


(b) The Company shall have obtained any and all
consents, permits, approvals, registrations and waivers necessary
or appropriate for consummation of the purchase
and sale of the Securities, and
the consummation of the other transactions
contemplated by
the Transaction Documents, all of
which shall be in full force and effect.


 


(c) No judgment, writ, order, injunction, award or
decree of or by any court, or
judge, justice or magistrate, including any
bankruptcy court or judge, or any
order of or by
any governmental authority, shall have
been issued, and no action or proceeding shall have been instituted by
any governmental authority, enjoining or preventing the
consummation of the
transactions contemplated hereby or in
the other Transaction Documents.


 


(d)
The Company shall have executed and delivered the Convertible Note
and supporting documentation.


 


(e)
The Company shall have executed and delivered the Irrevocable
Transfer Agent Instructions.


 


(f) No stop order or suspension of
trading shall have been imposed by the public markets on which the Company's common stock is
traded or quoted,
the SEC or any other governmental
or regulatory
body with respect to public
trading in the Common Stock.


 




6.2 Conditions
to Obligations of the Company. The Company's obligation to sell
and issue the Note at Closing is subject to
the fulfillment to the satisfaction of the Company on or
prior to the Closing Date of the following conditions, any
of which may be
waived by the
Company:

  





 

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(a) The representations and warranties made by the
Investor in Section 5 hereof, other than the representations and
warranties contained in Sections 5.3, 5.4,
5.5, 5.6,
5.7, 5.8 and 5.9
(the "Investment Representations"), shall be
true and correct in all material respects when
made, and shall be true and correct in all material
respects on the Closing Date with the same force and
effect as if they had been made on and as of said date. The
Investment Representations shall be true and correct in all
respects when made,
and shall be true and correct in all
respects on the Closing Date with the same force and effect as if
they had been made on and as of said date. The Investor
shall have performed in all material respects all obligations and
conditions herein required to be performed or observed by them on
or prior to the Closing Date.


 


(b) The Investor shall
have delivered the Purchase Price to the Company in accordance with
the schedule outlined herein.


 


6.3
Termination of Obligations to Effect Closing; Effects.


 


(a) The obligations of the Company, on the one
hand, and the Investor, on the other
hand, to effect the Closing shall terminate as
follows:


 


(i) Upon the mutual written consent of the
Company and the Investor;


 


(ii) By the Company if
any of the conditions set forth in
Section 6.2 shall have become incapable of
fulfillment,
and shall not have been waived by
the Company;


 


(iii) By the Investor if any of the
conditions set forth in Section


 


6.1 shall have become
incapable of fulfillment, and shall
not have been waived by the Investor; or
provided, however, that,
except in the case of clause
(i) above, the party seeking to terminate its obligation to
effect the Closing shall not then be in breach of any of its
representations,
warranties, covenants or
agreements contained in this
Agreement or the other Transaction Documents if such breach
has resulted in the
circumstances giving rise to such party's seeing to
terminate its obligation to effect the Closing.


 


7.
Survival and Indemnification.


 


7. I Survival. The representations,
warranties, covenants and agreements contained in this
Agreement shall survive the Closing of the transactions
contemplated by this Agreement.


 


7.2 Indemnification. The Company agrees to
indemnify and hold harmless each Investor and its Affiliates and
their respective directors, officers, employees
and agents from and against any and all losses, claims, damages,
liabilities and expenses (including without limitation reasonable
attorney fees and disbursements and other expenses incurred in
connection with investigating, preparing or
defending any action, claim or proceeding, pending or threatened
and the costs of enforcement thereof)
(collectively,
"Losses") to which
such Person may become subject
as a result of any breach of representation, warranty, covenant
or agreement made by or to be performed on the part of the
Company under the Transaction Documents,
and will reimburse any such Person for aU such amounts
as they are incurred by such Person.


 


7.3 Conduct
of Indemnification Proceedings.
Promptly after receipt by any Person (the "Indemnified Person") of
notice of any
demand, claim or circumstances which
would or might give rise to a claim or
the commencement
of any action,
proceeding or investigation in respect
of which indemnity may be sought pursuant to Section
7.2, such Indemnified Person shall
promptly notify the
Company in writing and the Company shall assume the
defense thereof,
including the employment of
counsel reasonably satisfactory to such Indemnified
Person, and shall assume the payment of all fees and
expenses; provided, however,
that the failure of any
Indemnified Person so to notify the Company shall not relieve the Company of its
obligations hereunder except to the extent that the
Company is materially prejudiced by such failure to
notify. In any such proceeding, any Indemnified Person shall have the right to retain
its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person
unless: (i) the Company and
the Indemnified Person shall have mutually agreed to the retention
of such counsel;or (ii)
in the reasonable judgment of
counsel to such Indemnified Person representation of both parties by the same counsel would be
inappropriate due to actual
or potential differing
interests between them. The
Company shall not be liable for
any settlement of any proceeding effected without its written consent, which
consent shall not be
unreasonably withheld, but if settled with such consent, or if
there be a final judgment for the
plaintiff, the Company shall
indemnify and hold harmless
such Indemnified Person from and against any loss or
liability (to the extent stated above) by reason
of such settlement or judgment.
Without the prior written consent of the
Indemnified Person,
which consent shall
not be unreasonably withheld, the Company
shall not affect any
settlement of
any pending or threatened proceeding
in respect of which any Indemnified Person is or could have been a
party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional
release of such Indemnified Person from all liability arising out
of such proceeding.


 




8.
Miscellaneous.


 


8.1 Successors and Assigns. This
Agreement may not be assigned by a party hereto
without the prior written consent of the Company
or the Investor, as applicable, provided,
however, that an Investor may assign its
rights and delegate its duties hereunder in whole or in part to
an Affiliate
or to a third party acquiring
some or all of its Securities in a private
transaction without the prior written consent of the
Company, after notice duly given by such Investor to the Company. The
provisions of this Agreement shall inure to
the benefit of
and be binding upon the respective
permitted successors and assigns of the
parties. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their
respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this
Agreement, except as
expressly provided in
this Agreement.

  





 

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8.2 Counterparts; This Agreement may be executed in
two or more counterparts, each of
which shall be
deemed an original, but
all of which together shall constitute one
and the same instrument.
This Agreement may also be executed
via facsimile,
which shall be deemed an
original.


 


8.3
Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be
considered in construing or interpreting this
Agreement.


 


8.4 Notices. Unless otherwise provided, any notice
required or permitted under this Agreement shall be given in
writing and shall be deemed effectively given as hereinafter
described (i) if given by personal delivery, then such
notice shall be deemed given upon such delivery, (ii) if given by
fax, then such notice shall be deemed given upon receipt of
consummation of complete transmittal, (iii) if given by
mail, then such notice shall be deemed given upon the
earlier of (A) receipt of such notice by the recipient or
(B)
three days after such notice
is deposited in first class mail, postage
prepaid, and (iv) if given by an internationally recognized
overnight air courier, then such notice shall be deemed given one
business day after delivery to such carrier. All
notices shall be addressed to the
party to be notified at the address as follows, or at such other
address as such party may designate by ten days' advance written
notice to the other party:


 


If
to the Company:


 


Attn: ______
_


 


Fax: _______________ Tel: _______
__


 


If
to the Investor:


 


GHS Investments, LLC 420
Jericho Turnpike, Suite 207 Jericho, NY 11753


 


 


8.5 Expenses. The parties hereto shall pay their
own costs and expenses in connection herewith. In the event
that legal proceedings are commenced by any party to this
Agreement against another party to this Agreement in connection
with this Agreement or the other Transaction
Documents, the party or parties which do not prevail in such
proceedings shall severally, but not jointly, pay their pro rata
share of the reasonable attorneys' fees and other reasonable
out-of-pocket costs and expenses incurred by the prevailing party
in such proceedings.


 


8.6 Amendments and Waivers. Any term of this
Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a
particular instance and either
retroactively or prospectively), only with the written consent of
the Company and the Investor. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of
any Securities purchased under this Agreement at the time
outstanding, each future holder of all such Securities, and the
Company.


 


8.7 Severability. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof but shall be
interpreted as if
it were written so as to be enforceable to the
maximum extent permitted by applicable law, and any
such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any
other jurisdiction.
To the extent permitted by applicable
law, the parties hereby waive any provision of law which renders
any provision hereof prohibited or unenforceable in any
respect.


 


8.8
Entire Agreement. This Agreement, including the Exhibits and the
Disclosure Schedules, and the other Transaction Documents
constitute the entire agreement among the parties hereof with
respect to the subject matter hereof and thereof and supersede all
prior agreements and understandings, both oral and written, between
the parties with respect to the subject matter hereof and
thereof.


 


8.9 Further Assurances. The parties shall execute
and deliver all such further instruments and documents and take all such other actions as
may reasonably be required to carry out the transactions
contemplated hereby and to evidence the fulfillments of the
agreements herein contained.


 


8.10 Governing Law;Consent to
Jurisdiction; Waiver of Jury Trial. This Agreement shall
be governed by, and construed in accordance with, the
internal laws of the State of Nevada, without
regard to principles of conflicts of law. Each of the parties
hereto irrevocably
submit to the exclusive jurisdiction
of the state and federal courts sitting in New York City, New York
over any action or proceeding arising out of or relating
to this Agreement and the parties hereto
hereby irrevocably
agree that all claims in respect of
such action or proceeding may be heard and determined in such
court. The parties hereto agree that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in
any other manner provided by
law. The parties hereto further waive any objection to
venue in the State of New York and any objection
to an action or proceeding in the State of New York
on the basis of forum non conveniens.


 


[signature page follows]


 




 

7








 






 


IN WITNESS WHEREOF, the parties
have executed this Agreement or caused their duly authorized
officers to execute this Agreement as of the date first above
written.


 


The Company:


/s/
Gene S. Cartwright


Gene
S. Cartwright


CEO


Guided
Therapeutics, Inc.


 


 


Investor:


 


/s/
Mark Grober


Mark
Grober


Title:
Member


GHS
Investments, LLC.


 


 


 


 




 

8








 






Disclosure Schedules/
Exhibits