Guided Therapeutics Inc Sample Contracts

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 7th, 2021 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2020, between Guided Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

ARTICLE 1 DEFINITIONS
Agreement and Plan of Merger • January 14th, 2002 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • Delaware
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 20th, 2020 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 30, 2019, between Guided Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

LICENSE AGREEMENT
License Agreement • February 27th, 1997 • Spectrx Inc • Georgia
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 20th, 2020 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 20, 2018, by and between GUIDED THERAPEUTICS, INC., a Delaware corporation, with headquarters located at 5835 Peachtree Corners East, Suite D, Norcross, GA 30092 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 177 Huntington Avenue, 17th Floor, Boston, MA 02115 (the “Buyer”).

WITNESSETH:
Agreement • February 27th, 1997 • Spectrx Inc • Georgia
SECTION 1.
Stock Purchase Agreement • June 26th, 2001 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • Georgia
EXHIBIT 1.1 SPECTRX, INC. 2,000,000 SHARES(1) COMMON STOCK UNDERWRITING AGREEMENT
Spectrx Inc • February 27th, 1997 • California
COMMON STOCK PURCHASE WARRANT GUIDED THERAPEUTICS, INC.
Guided Therapeutics Inc • July 13th, 2022 • Electromedical & electrotherapeutic apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guided Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s r

SPECTRX, INC.
Spectrx Inc • August 14th, 2001 • Electromedical & electrotherapeutic apparatus • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 20th, 2020 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • Nevada

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 12, 2018, by and between Guided Therapeutics, Inc., a Delaware corporation, with headquarters located at 5835 Peachtree Comers East, Suite D, Norcross, GA 30092, (the "Company"), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the "Buyer").

FOURTH AMENDMENT TO LICENSE AGREEMENT
License Agreement • March 31st, 1999 • Spectrx Inc • Electromedical & electrotherapeutic apparatus
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 20th, 2020 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 22, 2018, by and between Guided Therapeutics, Inc., a Delaware corporation, with its address at 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 20th, 2020 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • Nevada

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

10% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE June 28, 2017
Guided Therapeutics Inc • December 30th, 2016 • Electromedical & electrotherapeutic apparatus • New York

THIS 10% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Convertible Notes of Guided Therapeutics, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092, designated as its 10% Original Issue Discount Convertible Promissory Note, due June 28, 2017 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 30th, 2016 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 28, 2016, between Guided Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 14th, 2018 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • Nevada

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of March 8, 2018 (the “Execution Date”), is entered into by and between Guided Therapeutics, Inc., a Delaware corporation with its principal executive office at 5835 Peachtree Corners East, Suite D, Norcross, GA 30092 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Jericho, NY 11753 (the “Investor”).

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COMMON STOCK PURCHASE WARRANT Guided Therapeutics, Inc.
Guided Therapeutics Inc • July 1st, 2016 • Electromedical & electrotherapeutic apparatus

This Common Stock Purchase Warrant (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date set forth in the table above and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guided Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE WARRANT GUIDED THERAPEUTICS, INC.
Common Stock Purchase Warrant • April 7th, 2021 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • Nevada

This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received (in connection with the issuance of the convertible promissory note in the principal amount of $112,750.00 to the Holder (as defined below) of even date) (the "Note"), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Guided Therapeutics, Inc., a Delaware corporation (the "Company"), up to 250,000 shares of Common Stock (as defined below) (the "Warrant Shares") (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated March 31, 202

SECTION 1.
Stock Purchase Agreement • June 26th, 2001 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • New York
SECURITY AGREEMENT
Security Agreement • April 20th, 2020 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

This SECURITY AGREEMENT, dated as of December 30, 2019 (this “Agreement”), is among Guided Therapeutics, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders (including their endorsees, transferees and assigns collectively, the “Secured Parties”) signatory to that certain Securities Purchase Agreement, dated as of December 30, 2019 (“Purchase Agreement”) for the issuance of the of shares of Series D Convertible Preferred Stock (“Preferred Stock”) which are exchangeable into the Company’s 12% Senior Secured Convertible Debentures due three (3) years following their issuance, in the original aggregate principal amount of $738,000.00 (collectively, the “Debentures”).

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • June 30th, 2022 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

WARRANT AGENCY AGREEMENT, dated as of ________ , 2022 (“Agreement”), among Guided Therapeutics, Inc., a Delaware corporation (the “Company”), and Computershare, Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).

COMMON STOCK PURCHASE WARRANT GUIDED THERAPEUTICS, INC.
Guided Therapeutics Inc • February 16th, 2016 • Electromedical & electrotherapeutic apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GPB Debt Holdings II LLC, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guided Therapeutics, Inc., a Delaware corporation (the “Company”), up to 179,687,500 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

WITNESSETH:
Development and License Agreement • August 16th, 1999 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • Georgia
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 7th, 2017 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • Georgia
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