gthp_ex1042





 







Exhibit 10.42


 


 REGISTRATION RIGHTS
AGREEMENT


REGISTRATION
RIGHTS AGREEMENT (this
"Agreement"), dated as of December 17, 2019, by and between
GUIDED
THERAPEUTICS, INC., a Delaware
corporation (the "Company"), and AUCTUS FUND,
LLC, a Delaware limited
liability company (together with it permitted assigns, the
"Buyer"). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the
securities purchase agreement by and between the parties hereto,
dated as of the date hereof (as amended, restated, supplemented or
otherwise modified from time to time, the "Purchase
Agreement").


 


 


 



WHEREAS:


The
Company has agreed, upon the terms and subject to the conditions of
the Purchase Agreement, to sell to the Buyer that certain senior
secured convertible promissory note in the principal amount of
$700,000.00 (the "Note") and Warrant (as defined in the Purchase
Agreement) (the "Warrant") dated December 17, 2019, and to induce
the Buyer to enter into the Purchase Agreement, the Company has
agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder,
or any similar successor statute (collectively, the "Securities
Act"), and applicable state securities laws.


NOW,
THEREFORE, in consideration of
the promises and the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Buyer hereby
agree as follows:


1.
DEFINITlONS


As
used in this Agreement, the following terms shall have the
following meanings:


a.
"Investor" means the Buyer, any transferee or assignee thereof to
whom a Buyer assigns its rights under this Agreement in accordance
with Section 9 and who agrees to become bound by the provisions of
this Agreement, and any transferee or assignee thereof to whom a
transferee or assignee assigns its rights under this Agreement in
accordance with Section 9 and who agrees to become bound by the
provisions of this Agreement.


b. "Person"
means any individual or entity including but not limited to
any corporation, a limited
liability company, an association, a partnership, an organization,
a business, an individual, a governmental or political subdivision
thereof or a governmental agency.


 



c. "Register," "registered," and "registration" refer to a
registration effected by


preparing
and filing one or more registration statements of the Company in
compliance with the Securities Act and/or pursuant to Rule 415
under the Securities Act or any successor rule providing for
offering securities on a continuous basis ("Rule 415"), and the
declaration or ordering of effectiveness of such registration
statement(s) by the United States Securities and Exchange
Commission (the "SEC").


d.
"Registrable Securities" means all of the shares of Common Stock
into which the Note is convertible into and the Warrant is
exercisable into, which have been, or which may, from time to time
be issued, including without limitation all of the shares of common
stock which have been issued or will be issued to the Investor
under the Purchase Agreement (without regard to any limitation or
restriction on purchases), shares of common stock issued to the
Investor as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise, without
regard to any limitation on purchases under the Purchase
Agreement.


e.
"Registration Statement" means one or more registration statements
of the Company covering only the sale of the Registrable
Securities.


2.
REGISTRATION.


a.
Mandatory Registration. The Company shall, within ninety (90)
calendar days from the date hereof, file with the SEC an initial
Registration Statement covering the maximum number of Registrable
Securities (in any event equal to at least the Reserved Amount (as
defined in the Note)) as shall be permitted to be included thereon
in accordance with applicable SEC rules, regulations and
interpretations so as to permit the resale of such Registrable
Securities by the Investor, including but not limited to under Rule
415 under the Securities Act at then prevailing market prices (and
not fixed prices), as mutually determined by both the Company and
the Investor in consultation with their respective legal counsel,
subject to the aggregate number of authorized shares of the
Company' s Common Stock then available for issuance in its
Certificate of Incorporation. The initial Registration Statement
shall register only the Registrable Securities unless signed
written consent from the Investor is obtained by the Company. The
Investor and its counsel shall have a reasonable opportunity to
review and comment upon such Registration Statement and any
amendment or supplement to such Registration Statement and any
related prospectus prior to its filing with the SEC, and the
Company shall give due consideration to all reasonable comments.
The Investor shall furnish all information reasonably requested by
the Company for inclusion therein. The Company shall have the
Registration Statement and any amendment declared effective by the
SEC at the earliest possible date (in any event within one hundred
fifty (150) calendar days from the date hereof). The Company shall
keep the Registration Statement effective, including but not
limited to pursuant to Rule 415 promulgated under the Securities
Act and available for the resale by the Investor of all of the
Registrable Securities covered thereby at all times until the
earlier of (i) the date as of which the Investor may sell all of
the Registrable Securities without restriction pursuant to Rule 144
promulgated under the Securities and (ii) the date on which the
Investor shall have sold all the Registrable Securities covered
thereby (the "Registration Period"). The Registration Statement
(including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not
misleading.


 



 

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b.
Rule 424 Prospectus. The Company shall, as required by applicable
securities regulations, from time to time file with the SEC,
pursuant to Rule 424 promulgated under the Securities Act, the
prospectus and prospectus supplements, if any, to be used in
connection with sales of the Registrable Securities under the
Registration Statement. The Investor and its counsel shall have a
reasonable opportunity to review and comment upon such prospectus
prior to its filing with the SEC, and the Company shall give due
consideration to all such comments. The Investor shall use its
reasonable best efforts to comment upon such prospectus within one
(I) Business Day from the date the Investor receives the final
pre-filing version of such prospectus.


c.
Sufficient Number of Shares Registered. In the event the number of
shares available under the Registration Statement is insufficient
to cover all of the Registrable Securities, the Company shall amend
the Registration Statement or file a new Registration Statement (a
"New Registration Statement"), so as to cover all of such
Registrable Securities (subject to the limitations set forth in
Section 2(a)) as soon as practicable, but in any event not later
than ten (10) Business Days after the necessity therefor arises,
subject to any limits that may be imposed by the SEC pursuant to
Rule 415 under the Securities Act (with the understanding that this
process shall be repeated until the Note is satisfied in full and
the Warrant is exercised in full). The Company shall use it
reasonable best efforts to cause such amendment and/or New
Registration Statement to become effective as soon as practicable
following the filing thereof. In the event that any of the
Registrable Securities are not included in the Registration
Statement, or have not been included in any New Registration
Statement and the Company files any other registration statement
under the Securities Act (other than on Form S-4, Form S-8, or with
respect to other employee related plans or rights offerings)
("Other Registration Statement") then the Company shall include
such remaining Registrable Securities in such Other Registration
Statement.


 


d. Offering. If the staff of the SEC (the "Staff") or the SEC
seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an
offering of securities that does not permit such Registration
Statement to become effective and be used for resales by the
Investor under Rule 415 at then prevailing market prices (and not
fixed prices), or if after the filing of the initial Registration
Statement with the SEC pursuant to Section 2(a), the Company is
otherwise required by the Staff or the SEC to reduce the number of
Registrable Securities included in such initial Registration
Statement, then the Company shall reduce the number of Registrable
Securities to be included in such initial Registration Statement
(with the prior consent, which shall not be unreasonably withheld,
of the Investor and its legal counsel as to the specific
Registrable Securities to be removed therefrom) until such time as
the Staff and the SEC shall so permit such Registration Statement
to become effective and be used as aforesaid. In the event of any
reduction in Registrable Securities pursuant to this paragraph, the
Company shall file one or more New Registration Statements in
accordance with Section 2(c) until such time as all Registrable
Securities have been included in Registration Statements that have
been declared effective and the prospectus contained therein is
available for use by the Investor. Notwithstanding any provision
herein or in the Purchase Agreement to the contrary, the Company's
obligations to register Registrable Securities (and any related
conditions to the Investor's obligations) shall be qualified as
necessary to comport with any requirement of the SEC or the Staff
as addressed in this Section 2(d).


3.
RELATED OBLIGATIONS.


With
respect to the Registration Statement and whenever any Registrable
Securities are to be registered pursuant to Section 2 including on
any New Registration Statement, the Company shall use its
reasonable best efforts to effect the registration of the
Registrable Securities in accordance with the intended method of
disposition thereof and, pursuant thereto, the Company shall have
the following obligations:


a.The
Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to any
registration statement and the prospectus used in connection with
such registration statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep the Registration Statement or any New
Registration Statement effective at all times during the
Registration Period, and, during such period, comply with the
provisions of the Securities Act with respect to the disposition of
all Registrable Securities of the Company covered by the
Registration Statement or any New Registration Statement until such
time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the
seller or sellers thereof as set forth in such registration
statement.


 


b.
The Company shall permit the Investor to review and comment upon
the Registration Statement or any New Registration Statement and
all amendments and supplements thereto at least two (2) Business
Days prior to their filing with the SEC, and not file any document
in a form to which Investor reasonably objects. The Investor shall
use its reasonable best efforts to comment upon the Registration
Statement or any New Registration Statement and any amendments or
supplements thereto within two (2) Business Days from the date the
Investor receives the final version thereof. The Company shall
furnish to the Investor, without charge any correspondence from the
SEC or the staff of the SEC to the Company or its representatives
relating to the Registration Statement or any New Registration
Statement.


c.
Upon request of the Investor, the Company shall furnish to the
Investor, (i) promptly after the same is prepared and filed with
the SEC, at least one copy of such registration statement and any
amendment(s) thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits,
(ii) upon the effectiveness of any registration statement, a copy
of the prospectus included in such registration statement and all
amendments and supplements thereto (or such other number of copies
as the Investor may reasonably request) and (iii) such other
documents, including copies of any preliminary or final prospectus,
as the Investor may reasonably request from time to time in order
to facilitate the disposition of the Registrable Securities owned
by the Investor. For the avoidance of doubt, any filing available
to the Investor via the SEC's live EDGAR system shall be deemed
"furnished to the Investor" hereunder.


 



 

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d.
The Company shall use reasonable best efforts to (i) register and
qualify the Registrable Securities covered by a registration
statement under such other securities or "blue sky" laws of such
jurisdictions in the United States as the Investor reasonably
requests, (ii) prepare and file in those jurisdictions, such
amendments (including post-effective amendments) and supplements to
such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration Period,
(iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section
3(d), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process
in any such jurisdiction. The Company shall promptly notify the
Investor who holds Registrable Securities of the receipt by the
Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities
for sale under the securities or "blue sky" laws of any
jurisdiction in the United States or its receipt of actual notice
of the initiation or threatening of any proceeding for such
purpose.


e.
As promptly as practicable after becoming aware of such event or
facts, the Company shall notify the Investor in writing of the
happening of any event or existence of such facts as a result of
which the prospectus included in any registration statement, as
then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and
promptly prepare a supplement or amendment to such registration
statement to correct such untrue statement or omission, and deliver
a copy of such supplement or amendment to the Investor (or such
other number of copies as the Investor may reasonably request). The
Company shall also promptly notify the Investor in writing (i) when
a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a registration statement or any
post-effective amendment has become effective (notification of such
effectiveness shall be delivered to the Investor by email or
facsimile on the same day of such effectiveness and by overnight
mail), (ii) of any request by the SEC for amendments or supplements
to any registration statement or related prospectus or related
information, and (iii) of the Company's reasonable determination
that a post-effective amendment to a registration statement would
be appropriate.


f. The Company shall use its reasonable best efforts
to prevent the issuance of any stop order or other suspension of
effectiveness of any registration statement, or the suspension of
the qualification of any Registrable Securities for sale in any
jurisdiction and, if such an order or suspension is issued, to
obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify the Investor of the issuance of such
order and the resolution thereof or its receipt of actual notice of
the initiation or threat of any proceeding for such
purpose.


 


g.
The Company shall (i) cause all the Registrable Securities to be
listed on each securities exchange on which securities of the same
class or series issued by the Company are then listed, if any, if
the listing of such Registrable Securities is then permitted under
the rules of such exchange, or (ii) secure designation and
quotation of all the Registrable Securities on the Principal
Market. The Company shall pay all fees and expenses in connection
with satisfying its obligation under this Section.


 


h.
The Company shall cooperate with the Investor to facilitate the
timely preparation and delivery of certificates (not bearing any
restrictive legend) representing the Registrable Securities to he
offered pursuant to any registration statement and enable such
certificates to be in such denominations or amounts as the Investor
may reasonably request and registered in such names as the Investor
may request.


i.
The Company shall at all times provide a transfer agent and
registrar with respect to its Common Stock.


j. If reasonably
requested by the Investor, the Company shall (i) immediately
incorporate in a prospectus supplement or post-effective amendment
such information as the Investor believes should be included
therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect
to the number of Registrable Securities being sold, the purchase
price being paid therefor and any other terms of the offering of
the Registrable Securities;


(ii)
make all required filings of such prospectus supplement or
post-effective amendment as soon as practicable upon notification
of the matters to be incorporated in such prospectus supplement or
post effective amendment; and (iii) supplement or make amendments
to any registration statement.


k.
The Company shall use its reasonable best efforts to cause the
Registrable Securities covered by any registration statement to be
registered with or approved by such other governmental agencies or
authorities as may be necessary to consummate the disposition of
such Registrable Securities.


I.
Within one (I) Business Day after any registration statement which
includes the Registrable Securities is ordered effective by the
SEC, the Company shall deliver, and shall cause legal counsel for
the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such
registration statement has been declared effective by the SEC in
the form attached hereto as Exhibit A. Thereafter, if requested by
the Buyer at any time, the Company shall require its counsel to
deliver to the Buyer a written confirmation whether or not the
effectiveness of such registration statement has lapsed at any time
for any reason (including, without limitation, the issuance of a
stop order) and whether or not the registration statement is
current and available to the Buyer for sale of all of the
Registrable Securities.


 



 

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m.
The Company shall take all other reasonable actions necessary to
expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to any registration statement.


 


4.
OBLIGATIONS OF THE INVESTOR.


a.
The Company shall notify the Investor in writing of the information
the Company reasonably requires from the Investor in connection
with any registration statement hereunder. The Investor shall
furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it as shall be
reasonably required to effect the registration of such Registrable
Securities and shall execute such documents in connection with such
registration as the Company may reasonably request.


b.
The Investor agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and
filing of any registration statement hereunder.


c.
The Investor agrees that, upon receipt of any notice from the
Company of the happening of any event or existence of facts of the
kind described in Section 3(t) or the first sentence of 3(e), the
Investor will immediately discontinue disposition of Registrable
Securities pursuant to any registration statement(s) covering such
Registrable Securities until the Investor's receipt of the copies
of the supplemented or amended prospectus contemplated by Section
3(t) or the first sentence of 3(e). Notwithstanding anything to the
contrary, the Company shall cause its transfer agent to promptly
deliver shares of Common Stock without any restrictive legend in
accordance with the terms of the Purchase Agreement in connection
with any sale of Registrable Securities with respect to which an
Investor has entered into a contract for sale prior to the
Investor's receipt of a notice from the Company of the happening of
any event oftbe kind described in Section 3(t) or the first
sentence of Section 3(e) and for which the Investor has not yet
settled.


 


5.
EXPENSES OF REGISTRATION.


All
reasonable expenses, other than sales or brokerage commissions,
incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees,
printers and accounting fees, and fees and disbursements of counsel
for the Company, shall be paid by the Company.


6.
INDEMNIFICATION.


a.
To the fullest extent permitted by law, the Company will, and
hereby does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls the Investor, the members, the
directors, officers, partners, employees, agents, representatives
of the Investor and each Person, if any, who controls the Investor
within the meaning of the Securities Act or the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (each, an "Indemnified
Person"), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, attorneys' fees,
amounts paid in settlement or expenses, joint or several,
(collectively, "Claims") incurred in investigating, preparing or
defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto ("Indemnified
Damages"), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened,
in respect thereat) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact in the
Registration Statement, any New Registration Statement or any
post-effective amendment thereto or in any filing made in
connection with the qualification of the offering under the
securities or other "blue sky" laws of any jurisdiction in which
Registrable Securities are offered ("Blue Sky Filing"), or the
omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or
supplement thereto with the SEC) or the omission or alleged
omission to state therein any material fact necessary to make the
statements made therein, in light of the circumstances under which
the statements therein were made, not misleading, (iii) any
violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any other law, including, without
limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable
Securities pursuant to the Registration Statement or any New
Registration Statement or (iv) any material violation by the
Company of this Agreement (the matters in the foregoing clauses (i)
through (iv) being, collectively, "Violations"). The Company shall
reimburse each Indemnified Person promptly as such expenses are
incurred and are due and payable, for any reasonable legal fees or
other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything
to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by
an Indemnified Person arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information
about the Investor furnished in writing to the Company by such
Indemnified Person expressly for use in connection with the
preparation of the Registration Statement, any New Registration
Statement or any such amendment thereof or supplement thereto, if
such prospectus was timely made available by the Company pursuant
to Section 3(c) or Section 3(e); (ii) with respect to any
superseded prospectus, shall not inure to the benefit of any such
person from whom the person asserting any such Claim purchased the
Registrable Securities that are the subject thereof (or to the
benefit of any person controlling such person) if the untrue
statement or omission of material fact contained in the superseded
prospectus was corrected in the revised prospectus, as then amended
or supplemented, if such revised prospectus was timely made
available by the Company pursuant to Section 3( c) or Section 3(
e), and the Indemnified Person was promptly advised in writing not
to use the incorrect prospectus prior to the use giving rise to a
violation and such Indemnified Person, notwithstanding such advice,
used it; (iii) shall not be available to the extent such Claim is
based on a failure of the Investor to deliver or to cause to be
delivered the prospectus made available by the Company, if such
prospectus was timely made available by the Company pursuant to
Section 3(c) or Section 3(e); and (iv) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent
shall not be unreasonably withheld. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on
behalf of the Indemnified Person and shall survive the transfer of
the Registrable Securities by the Investor pursuant to Section
9.


 




 

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b. Promptly after receipt by an
Indemnified Person or Indemnified Party under this Section 6 of
notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving a Claim, such
Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under
this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the
Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and
expenses to he paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the indemnifying party,
the representation by such counsel of the Indemnified Person or
Indemnified Party and the indemnifying party would be inappropriate
due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party
represented by such counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of
any such action or claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably
available to the Indemnified Party or Indemnified Person which
relates to such action or claim. The indemnifying party shall keep
the indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party
shall be liable for any settlement of
any action, claim or proceeding effectuated without its written
consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No
indemnifying party shall, without the consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or
enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnified Party or Indemnified Person of a
release from all liability in respect to such claim or litigation.
Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third
parties, firms or corporations relating to the matter for which
indemnification has been made. The failure to deliver written
notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such
action.


c.
The indemnification required by this Section 6 shall be made by
periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or
Indemnified Damages are incurred.


d.
The indemnity agreements contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and
(ii) any liabilities the indemnifying party may be subject to
pursuant to the law.


 


7.
CONTRIBUTION.


To
the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that: (i) no seller of
Registrable Securities guilty of fraudulent misrepresentation
(within the meaning of Section ll(f) of the Securities Act) shall
be entitled to contribution from any seller of Registrable
Securities who was not guilty of fraudulent misrepresentation; and
(ii) contribution by any seller of Registrable Securities shall be
limited in amount to the net amount of proceeds received by such
seller from the sale of such Registrable Securities.


8.
REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.


With
a view to making available to the Investor the benefits of Rule 144
promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to
sell securities of the Company to the public without registration
("Rule 144"), the Company agrees, at the Company's sole expense,
to:


a.
make and keep public information available, as those terms are
understood and defined in Rule 144;


b.
file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the
Exchange Act so long as the Company remains subject to such
requirements and the filing of such reports and other documents is
required for the applicable provisions of Rule 144;


c. furnish to the Investor so
long as the Investor owns Registrable Securities, promptly upon
request, (i) a written statement by the Company that it has
complied with the reporting and or disclosure provisions of Rule
144, the Securities Act and the Exchange Act, (ii) a copy of the
most recent annual or quarterly
report of the Company and such other reports and documents so filed
by the Company, and (iii) such other information as may he
reasonably requested to permit the Investor to sell such securities
pursuant to Rule 144 without registration; and


 


d.
take such additional action as is requested by the Investor to
enable the Investor to sell the Registrable Securities pursuant to
Rule 144, including, without limitation, delivering all such legal
opinions, consents, certificates, resolutions and instructions to
the Company's Transfer Agent as may be requested from time to time
by the Investor and otherwise fully cooperate with Investor and
Investor's broker to effect such sale of securities pursuant to
Rule 144.


 


The
Company agrees that damages may be an inadequate remedy for any
breach of the terms and provisions of this Section 8 and that
Investor shall, whether or not it is pursuing any remedies at law,
be entitled to equitable relief in the form of a preliminary or
permanent injunctions, without having to post any bond or other
security, upon any breach or threatened breach of any such terms or
provisions.


 



 

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9.
ASSIGNMENT OF REGISTRATION RIGHTS.


The
Company shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the
Investor.


10.
AMENDMENT OF REGISTRATION RIGHTS.


No
provision of this Agreement may be amended or waived by the parties
from and after the date that is one Business Day immediately
preceding the initial filing of the Registration Statement with the
SEC. Subject to the immediately preceding sentence, no provision of
this Agreement may be (i) amended other than by a written
instrument signed by both parties hereto or (ii) waived other than
in a written instrument signed by the party against whom
enforcement of such waiver is sought. Failure of any party to
exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not
operate as a waiver thereof.


11.
MISCELLANEOUS.


a.
A Person is deemed to be a holder of Registrable Securities
whenever such Person owns or is deemed to own of record such
Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more Persons with
respect to the same Registrable Securities, the Company shall act
upon the basis of instructions, notice or election received from
the registered owner of such Registrable Securities.


b.
Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered:


 


(i)
upon receipt, when delivered personally; (ii) upon receipt, when
sent by facsimile or email; or (iii) one


(1)
Business Day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to
receive the same. The addresses for such communications shall
be:


  





If
to the Company, to:


GUIDED THERAPEUTICS,
INC.


5835
Peachtree Comers East, Suite D


Norcross,
GA 30092


Attn: Gene Cartwright
E-mail:
info@guidedinc.com


If
to the Investor:


 



AUCTUS FUND, LLC


 


545
Boylston Street, 2nd Floor Boston,


MA
02116


Attn:
Lou Posner


Facsimile:
(617) 532-6420


 


or
at such other address and/or facsimile number and/or to the
attention of such other person as the recipient party bas specified
by written notice given to each other party three (3) Business Days
prior to the effectiveness of such change. Written confirmation of
receipt (A) given by the recipient of such notice, consent, waiver
or other communication, (B) mechanically or electronically
generated by the sender's facsimile machine or email account
containing the time, date, recipient facsimile number or email
address, as applicable, and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight
delivery service, shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or
(iii) above, respectively.


c. The corporate laws of the
State of Nevada shall govern all issues concerning this Agreement.
All other questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of Nevada, without giving effect
to any choice of law or conflict of law provision or rule (whether
of the State of Nevada or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the
State of Nevada. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state courts located in the
Commonwealth of Massachusetts and federal courts located in the
Commonwealth of Massachusetts, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in
an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in
any such suit, action or proceeding by mailing a copy thereof to
such party at the address for such 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 manner permitted by law. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or
enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of
this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.


 



 

6







 






 


d.
This Agreement and the Purchase Agreement constitute the entire
agreement among the parties hereto with respect to the subject
matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred
to herein and therein. This Agreement and the Purchase Agreement
supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and
thereof.


e.
Subject to the requirements of Section 9, this Agreement shall
inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties hereto.


f.
The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise
affect the meaning hereof.


g.
This Agreement may be executed in identical counterparts, each of
which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a
party, may be delivered to the other party hereto by facsimile
transmission or by email in a ".pdf' format data file of a copy of
this Agreement bearing the signature of the party so delivering
this Agreement.


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


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


j.
This Agreement is intended for the benefit of the parties hereto
and their respective successors and permitted assigns, and is not
for the benefit of, nor may any provision hereof be enforced by,
any other Person.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of day and year first above written.


 



THE COMPANY:


GUIDED
THERAPEUTICS INC.


 



By:            



/s/ Gene S. Cartwright






Name:
GENE S. CARTWRIGHT


Title:
CHIEF EXECUTIVE OFFICER


 


 



THE INVESTOR:


AUCTUS
FUND, LLC


 


By:
/s/ Lou
Posner


Name:
LOU POSNER


Title:
MANAGING DIRECTOR




 

7