EXHIBIT
4.1


 


THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED
UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED, UNLESS AND UNTIL REGISTERED
UNDER SUCH ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL OR
OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE ISSUER AND ITS COUNSEL, THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.


 


GUIDED
THERAPEUTICS, INC.


 


Warrant
To Purchase Common Stock


 


Warrant
No.: _______


Number
of Shares of Common Stock: __________


Date
of Issuance: June ___, 2016 ("Issuance Date")


 


GUIDED
THERAPEUTICS, INC., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, ________________,
the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to
Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the
"Warrant"), at any time or times on or the date hereof (the “Exercisability Date”), but not
after 11:59 p.m., New York time, on the Expiration Date (as defined below), ______________________ (_______) fully paid nonassessable
shares of Common Stock (as defined below) (the "Warrant Shares"). Except as otherwise defined herein,
capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is the warrant to purchase Common
Stock issued in exchange for the Original Warrant, dated as of May 22, 2013, pursuant that certain Warrant Exchange Agreement
(the “Warrant Exchange Agreement”), by and among the Company and the Holder. The Original Warrant was issued
pursuant to that certain Securities Purchase Agreement, dated as of May 21, 2013 among the Company and the investors referred
to therein (the "Securities Purchase Agreement").


1.     
EXERCISE OF WARRANT.


(a)   
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisabilty Date, in whole or in part,
by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "Exercise Notice"),
of the Holder's election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable
Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate
Exercise Price") in cash or by wire transfer of immediately available funds or (B) by notifying the Company that this
Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver
the original Warrant in order to effect an exercise hereunder, but shall deliver the original Warrant to the Company promptly
following such exercise. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall
have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the
remaining number of Warrant Shares. On or before the first (1st) Business Day following the date on which the Company
has received each of the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the "Exercise
Delivery Documents"), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise
Delivery Documents to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third
(3rd) Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the
"Share Delivery Date"), the Company shall (X) provided that the Transfer Agent is participating in The Depository
Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder and subject
to the requirements of the Transfer Agent, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant
to such exercise to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system,
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or as otherwise required
by the Transfer Agent, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company's share register in the name of the Holder or its designee, for the number of shares of Common Stock
to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall
be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant
has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery
of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise
pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than
the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later
than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the
number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued
upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest
whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant
Shares upon exercise of this Warrant.


(b)  
Exercise Price. For purposes of this Warrant, "Exercise Price" means $___ per share, subject to adjustment
as provided herein.


(c)   
Company's Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the
Holder within three (3) Business Days of receipt of the Exercise Delivery Documents, a certificate for the number of shares of
Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's share register or to credit
the Holder's balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder's
exercise of this Warrant, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise
that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within three (3)
Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal
to the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the
"Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Warrant
Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing
such Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product
of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.


(d)  
Cashless Exercise.  Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion,
exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company
upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number"
of shares of Common Stock determined according to the following formula (a "Cashless Exercise"):


                 Net
Number = (A x B) - (A x C)


                                                         B


 


      For
purposes of the foregoing formula:


	A=		the total
number of shares with respect to which this Warrant is then being exercised.



	B=		the arithmetic
average of the Closing Sale Prices of the shares of Common Stock for the five (5) consecutive Trading Days ending on the date
immediately preceding the date of the Exercise Notice.



	C=		the Exercise
Price then in effect for the applicable Warrant Shares at the time of such exercise.



 


 


(e)   
 Rule 144. For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, it is intended
that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period
for the Warrant Shares shall be deemed to have commenced, on the date the Original Warrant was originally issued pursuant to the
Securities Purchase Agreement.


(f)   
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute
in accordance with Section 12.


(g)  
Limitations on Exercises. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the
right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person’s
affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common
Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any
other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible
notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this Warrant,
in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common
Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K
or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common
Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)
Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the
Maximum Percentage to any other percentage not in excess of 9.99% or less than 4.99% specified in such notice; provided that (i)
any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company,
and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of the Warrants. For the avoidance
of doubt, to the extent the limitation set forth in this Section 1(g) applies, the determination (i) of whether the exercise of
this Warrant may be effected (vis-a-vis other Options or Convertible Securities owned by the Holder or any of its Affiliates)
and (ii) of which such Options or Convertible Securities shall be convertible, exercisable or exchangeable (as the case may be,
as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis
of the first submission to the Company for conversion, exercise or exchange (as the case may be). The provisions of this paragraph
shall be construed and implemented in a manner other than in strict conformity with the terms of this Section 1(g) to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.


(h)              
Insufficient Authorized Shares. If at any time while any of the Warrants remain outstanding the Company does not have a
sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise
of the Warrants at least a number of shares of Common Stock equal to (the "Required Reserve Amount") the number
of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding
(an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the
Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount
for the Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the
date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such
Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of
authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement
and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and
to cause its board of directors to recommend to the stockholders that they approve such proposal.


2.     
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be
adjusted from time to time as follows:


(a)   
Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription
Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock
into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(b) shall become effective
at the close of business on the date the subdivision or combination becomes effective.


(b)  
Issuance of Additional Shares of Common Stock. For as long as the Common Stock is not listed on a national securities exchange,
if the Company sells any shares of Common Stock (other than in an Exempt Issuance, as defined below) for a consideration per share
less than the Exercise Price then in effect immediately prior to such sale, then immediately upon such sale the Exercise Price
will be automatically adjusted to a price equal to the price paid per share in such sale. “Exempt Issuance”
means: (1) the issuance of Common Stock upon the conversion of, or dividends or distributions on, any Common Stock equivalents
outstanding as of the date hereof, provided that such Common Stock equivalents have not been amended since the date hereof to
increase the number of underlying securities or to decrease the exercise price, exchange price or conversion price of such securities
(other than automatically pursuant to their terms); (2) the issuance of shares of Common Stock (or Common Stock equivalents to
employees or directors of, or consultants to, the Company upon approval by the Company’s board of directors or under a stock
plan approved by the Company’s board of directors (not including the reissuance of shares repurchased by the Company from
employees of the Company); (3) the issuance of securities pursuant hereto or upon exercise of any securities issued in exchange
for the Original Warrant (or warrants of the same class as the Original Warrant); (4) the issuance of Common Stock or Common Stock
equivalents to any existing holder of the Company’s securities as of the date hereof that do not exceed $150,000 of Common
Stock in the aggregate, which issuances are for the purpose of obtaining benefits and/or waivers from such holder and not for
financing purposes; (5) the issuance of Common Stock or Common Stock equivalents in full or partial consideration in connection
with a bona fide strategic merger, acquisition, consolidation or purchase of all or substantially all of the securities or assets
of a corporation or other entity, so long as such issuance is not for the primary purpose of raising capital by the Company; (6)
the issuance of Common Stock or Common Stock equivalents in connection with a bona fide strategic license agreement, sponsored
research agreement, collaboration agreement, development agreement, OEM agreement, marketing or distribution agreement, or other
bona fide partnering arrangement, so long as such issuance is not for the primary purpose of raising capital by the Company; (7)
the issuance of Common Stock or Common Stock equivalents to a bank or other financial institution pursuant to a bona fide commercial
debt financing or to equipment lessor pursuant to a bona fide equipment leasing agreement; and (8) the issuance of Common Stock
upon a stock split, stock dividend or subdivision of the Common Stock.


3.     
RIGHTS UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare
or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock,
by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, 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 shall be entitled 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 complete exercise of this Warrant (without
regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date
on 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 Distributions would result in the Holder exceeding the Maximum Percentage, then the Holder shall
not be entitled to participate in such Distribution to such extent (or the beneficial ownership of any such shares of Common Stock
as a result of such Distribution to such extent) and such Distribution to such extent shall 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 Maximum Percentage).


4.     
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


(a)   
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues
or sells any Options, Convertible Securities 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 which 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 the exercise of this Warrant) 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.


(b)  
Fundamental Transactions. Notwithstanding anything else to the contrary contained herein, if the Holder has not exercised
this Warrant prior to the closing of a Fundamental Transaction, the Holder may, at its election by written notice to the Company
(an “Election Notice”), either: (a) give notice of its intent to exercise this Warrant in advance of such Fundamental
Transaction (and may condition such exercise on the consummation of such Fundamental Transaction) by returning the Exercise Notice
attached hereto duly executed by or on behalf of such Holder; or (b) in lieu of exercising this Warrant in advance of such Fundamental
Transaction and receiving the consideration which the holder of the Warrant Shares issuable on such conversion of this Warrant
would receive in connection with such Fundamental Transaction (the “Event Consideration”), surrender this Warrant
for cancelation and to receive, in redemption of and in exchange for this Warrant, an amount equal to the difference between (i) the
Event Consideration with respect to the Warrant Shares for which this Warrant is exercisable immediately prior to the consummation
of such Fundamental Transaction, minus (ii) the Aggregate Exercise Price of the Warrant Shares for which this Warrant was
exercisable immediately prior to the consummation of such Fundamental Transaction (the “Net Warrant Event Consideration”).
If, in connection with such Fundamental Transaction, the price per share paid for shares of Common Stock is greater than the Exercise
Price in effect at the time of immediately preceding the consummation of such Fundamental Transaction (as determined in good faith
by the Company), such consideration is in the form of all cash and/or marketable securities, and the Holder has not, prior to
the time immediately preceding the consummation of such Fundamental Transaction, provided an Election Notice, then (x) the Holder
shall be deemed to have elected to surrender this Warrant for cancelation and to receive, in redemption of and in exchange for
this Warrant, an amount equal to the Net Warrant Event Consideration, and (y) this Warrant shall be terminated and of no further
force after the consummation of the Fundamental Transaction other than as evidence of the Holder’s right to receive the
Net Warrant Event Consideration.


5.     
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as
may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall
not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price
then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long
as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued
shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock
as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations
on exercise).


6.     
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person's
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person's capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to
the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the
Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the
same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.


7.     
REISSUANCE OF WARRANTS.


(a)   
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


(b)  
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of
this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.


(c)   
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right
to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants
for fractional shares of Common Stock shall be given.


(d)  
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common
Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares
then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same
as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


8.     
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall
be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt
written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and
the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i)
immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of
such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or
sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of
shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,
provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being
provided to the Holder.


9.     
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Holder.


10. 
GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.


11. 
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not
be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall
not form part of, or affect the interpretation of, this Warrant.


12. 
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two
(2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder
and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within
three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company
shall, within two (2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent,
reputable investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the
Warrant Shares to the Company's independent, outside accountant. The Company shall cause at its expense the investment bank or
the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the
results no later than ten Business Days from the time it receives the disputed determinations or calculations. Such investment
bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable
error.


13. 
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue
actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may
be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant
shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required.


14. 
TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except
as may otherwise be required by Section 2(f) of the Securities Purchase Agreement.


15. 
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


(a)   
"Bloomberg" means Bloomberg Financial Markets.


(b)  
"Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of
New York are authorized or required by law to remain closed.


(c)   
"Closing Bid Price" and "Closing Sale Price" means, for any security as of any date, the last
closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg,
or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00
p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the "pink sheets" by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the
Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,
the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall 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 such dispute shall be resolved pursuant to Section 12. All such determinations to be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


(d)  
"Common Stock" means (i) the Company's shares of Common Stock, par value $0.001 per share, and (ii) any
share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such
Common Stock.


(e)   
"Convertible Securities" means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.


(f)   
"Eligible Market" means the Principal Market, The New York Stock Exchange, Inc., The NASDAQ Global Market, The
NASDAQ Global Select Market or The American Stock Exchange.


(g)  
"Expiration Date" means the date sixty (60) months after the Exercisability Date or, if such date falls on a
day other than a Business Day or on which trading does not take place on the Principal Market (a "Holiday"),
the next date that is not a Holiday.


(h)  
"Fundamental Transaction" means that the Company shall, directly or indirectly, in one or more related transactions,
(i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another
Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than
the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making
or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv)
consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 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 stock purchase agreement or other business combination),
(v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any "person" or "group" (as these terms
are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented
by issued and outstanding Common Stock..


(i)    
"Options" means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


(j)    
"Parent Entity" of a Person means an entity that, directly or indirectly, controls the applicable Person and
whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such
Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.


(k)  
"Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and a government or any department or agency thereof.


(l)    
"Principal Market" means The OTCBB.


(m)
"Successor Entity" means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.


(n)  
"Trading Day" means any day on which the Common Stock are traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market
on which the Common Stock are then traded; provided that "Trading Day" shall not include any day on which the Common
Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in
advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


[Signature
Page Follows]


 






     


     

    

 


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


 





	 	GUIDED THERAPEUTICS, INC.	 
	 	 	 
	 	 	 
	 	By: _________________________________	 
	 	Name:	 
	 	Title:	 
	 	 	 



 


 


 






     


     

    

 





EXHIBIT
A


 


EXERCISE
NOTICE


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK


 


GUIDED
THERAPEUTICS, inc.


The
undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock ("Warrant Shares")
of GUIDED THERAPEUTICS, INC.., a Delaware corporation (the "Company"), evidenced by the attached Warrant to Purchase
Common Stock (the "Warrant"). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


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


 


____________a
"Cash Exercise" with respect to _________________ Warrant Shares; and/or


 


____________a
"Cashless Exercise" with respect to _______________ Warrant Shares.


 


2.
Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant
Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the
Company in accordance with the terms of the Warrant.


 


3.                 
Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of
the Warrant.


 


4.                 
 Representations of Holder.  The Holder hereby represents and warrants to the Company that the Holder: (i) is the sole
legal and beneficial owner of the Warrant free and clear of any liens, encumbrances, pledges, security interests or other restrictions
or claims of third parties, (ii) is an “accredited investor” (as defined in Regulation D under the Securities Act
of 1933, as amended (the "Act")) and is acquiring the Warrant Shares for its own account and not with a view to
any distribution thereof except in compliance with the Act: (iii) is not an "affiliate" of the Company (as defined
in Rule 144 under the Act), (iv) has made all investigations that it deems necessary or desirable in connection with the exercise
of the Warrant and has had an opportunity to ask questions of and receive answers from the Company with respect thereto,
(v) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
its investment in the Warrant Shares; and (vi) has owned the Warrant beneficially and of record since the date of its
original acquisition from the Company.


 


The
Holder’s legal residence is as specified in the Warrant Exchange Agreement or such other address as has been provided
in writing by the Holder to the Company.


 


 


Date:
_______________ __, ______


 


 __________________________ 


   Name
of Registered Holder


 


 


By:         _____________________


Name:


Title: