Exhibit 4.2 


GUIDED
THERAPEUTICS, INC.


Common Stock Purchase Warrant

(Placement Agent Warrant)


	 	Warrant Terms	 
	 	Warrant No.	 	Warrant Shares	 	Exercise Price	 
	 	 	 	 	 	$0.28125 per share	 
	 	Date of Issuance	 	 	 	Termination Date	 
	 	December 2, 2014	 	 	 	December 2, 2019	 


 


This Common Stock Purchase Warrant
(this “Warrant”) certifies that, for value received, ____________ or ___ assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the one-year anniversary of the Date of Issuance listed on the table above (the “Initial Exercise Date”)
and on or prior to the close of business on the Termination Date listed on the table above (the “Termination Date”)
but not thereafter, to subscribe for and purchase from GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”),
up to that number of shares of the Company’s common stock, par value $.001 per share (the “Common Stock”),
listed in the table above (the “Warrant Shares”).


1.       Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement,
dated as of November 26, 2014, between the Company and the purchasers identified on the signature pages thereto (the “Purchase
Agreement”).


2.       Exercise.


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


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


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


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


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


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


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


(d)     Mechanics
of Exercise.


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


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


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


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


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


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


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


(e)     Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s “affiliates”
(as such term is defined in Rule 405 under the Securities Act of 1933), and any other persons acting as a “group” (as
such term is defined in Regulation 13D/G under the Securities Exchange Act of 1934 (the “Exchange Act”) together
with the Holder or any of the Holder’s affiliates), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder
and its affiliates will include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which
such determination is being made, but will exclude the number of shares of Common Stock that would be issuable upon (i) exercise
of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (ii) exercise
or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation,
any other Common Stock Equivalents (as defined below)) subject to a limitation on conversion or exercise analogous to the limitation
contained in this Section 2(e) beneficially owned by the Holder or any of its affiliates, to the extent not being converted or
exercised at the time at which such determination is made. Except as set forth in the preceding sentence, for purposes of this
Section 2(e), beneficial ownership will be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder, and the Holder acknowledges that the Company is not representing to the Holder that such calculation is
in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed
in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion
of this Warrant is exercisable will be in the sole discretion of the Holder, and the submission of a Notice of Exercise will be
deemed to be the Holder’s determination that this Warrant is exercisable (in relation to other securities owned by the Holder
together with any affiliates), to the extent to be exercise pursuant to such Notice of Exercise, in accordance with the Beneficial
Ownership Limitation, and the Company will have no obligation to verify or confirm the accuracy of such determination and will
have no liability for exercises of this Warrant that are in non-compliance with the Beneficial Ownership Limitation. In addition,
a determination as to any group status as contemplated above will be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding
shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s
most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the
Company, or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common
Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in
writing to the Holder the number of shares of Common Stock then outstanding as established by clauses (A), (B), or (C), as applicable.
In any case, the number of outstanding shares of Common Stock will be determined after giving effect to the conversion or exercise
of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of
outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the
number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease
the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event
exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock upon exercise of this Warrant and the provisions of this Section 2(e) shall continue to apply. Any such increase
or decrease will not be effective until the 61st day
after such notice is delivered to the Company and shall only be effective with regard to such Holder. The provisions of this Section
2(e) will be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct
this section (or any portion hereof) that may be defective or inconsistent with the intended Beneficial Ownership Limitation or
to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in
this Section 2(e) will apply to a successor holder of this Warrant. “Common Stock Equivalents” means any securities
of the Company or the Subsidiaries that would entitle the holder thereof to acquire at any time Common Stock, including, without
limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


3.       Certain
Adjustments.


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


(b)     [RESERVED]


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


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


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


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


(g)     Notice
to Holder.


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


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


4.       Transfer
of Warrant.


(a)     Transferability;
Compliance with FINRA. Holder agrees that, pursuant to the Lock-Up Period (as defined below) , it will not (a) sell, transfer,
assign, pledge, hypothecate or otherwise transfer this Warrant (including any Warrant Shares issued or issuable hereunder) other
than to a bona fide officer or partner of the Holder or any selected dealer in connection with the offering contemplated by the
Placement Agent Agreement, in each case in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”)
Conduct Rule 5110(g)(1), or (b) cause this Warrant or any Warrant Shares issued or issuable hereunder to be the subject of any
hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Warrant
or any Warrant Shares issued or issuable hereunder, except as provided for in FINRA Rule 5110(g)(2). As used herein, the term “Lock-Up
Period” means the period beginning on the date that the Registration Statement on Form S-1 (File No. 333-198733) of the Company
is declared effective by the Securities and Exchange Commission (the “Effective Date”) and ending on the three hundred
sixty day anniversary of the Effective Date. In addition, notwithstanding the other terms of this Warrant or any agreement between
the Company and the Holder, the Holder agrees that: (i) this Warrant may not be exercised more than five years from the Effective
Date; (ii) the Holder shall not have any registration rights and shall not at any time in the future have more than one demand
registration right at the Company’s expense; (iii) the Holder shall not have the right to demand registration of this Warrant
or the Warrant Shares and shall not at any time in the future have the right to demand registration of this Warrant or the Warrant
Shares more than five years from the earlier of the Effective Date or the commencement of sales of the public offering contemplated
by the Placement Agent Agreement; (iv) the Holder shall not have the right to piggyback registration with respect to this Warrant
or the Warrant Shares and shall not at any time in the future have the right to piggy back registration of this Warrant or the
Warrant Shares more than seven years from the earlier of the Effective Date or the commencement of sales of the public offering
contemplated by the Placement Agent Agreement; (v) this Warrant may not have anti-dilution terms that allow the Holder and related
persons to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering,
when the public stockholders have not been proportionally affected by a stock split, stock dividend, or other similar event; and
(vi) this Warrant may not have anti-dilution terms that allow the Holder and related persons to receive or accrue cash dividends
prior to the exercise or conversion of the security.


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


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


5.       Miscellaneous.


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


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


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


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


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


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


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


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


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


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


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


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


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


(l)       Amendment.
This Warrant has been issued pursuant to Section 2(f) of the Placement Agent Agreement, dated as of November 26, 2014, by and between
the Company and the Holder (the “Placement Agent Agreement”). Any term of this Warrant may be amended or waived
(including the adjustment provisions included in Section 3) upon the written consent of the Company and the Holder.


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


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


[Signature Page Follows]


 


 


 






    	 



    	 



    

 


 


 


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


GUIDED THERAPEUTICS, INC.


 


By:_________________________________________


Name: Gene S. Cartwright


Title: President and Chief Executive Officer


 


 


 


 


 


 


 


 






    	 



    	 



    

 


NOTICE
OF EXERCISE


TO: GUIDED THERAPEUTICS, INC.


 


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


 


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


 


[ ] in lawful money of the United States;
or


 


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


 


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


 


_______________________________


 


 


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


 


_______________________________


 


_______________________________


 


_______________________________


 


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


 


[SIGNATURE OF HOLDER]


 


Name of Entity:


 


_____________________________________________


 


 


 


By: _________________________________________________


 


Name of Authorized Signatory: ____________________________


 


Title of Authorized Signatory: ____________________________


 


 


Date: ______________, ____


 


 






    	 



    	 



    

 


 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute


this form and supply required information.


Do not use this form to exercise the
warrant.)


 


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


 


 


_______________________________________________ whose address
is


 


_______________________________________________________________.


 


 


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


 


[SIGNATURE OF HOLDER]


 


Name of Entity:


 


_____________________________________________


 


 


 


By: _________________________________________________


 


Name of Authorized Signatory: ____________________________


 


Title of Authorized Signatory: ____________________________


 


Date: ______________, ____