GUIDED THERAPEUTICS, INC. Up to __________ Shares of Common Stock __________ Warrants to Purchase up to __________ Shares of Common Stock Up to __________ Shares of Common Stock Underlying Warrants PLACEMENT AGENT AGREEMENTGuided Therapeutics Inc • November 10th, 2014 • Electromedical & electrotherapeutic apparatus • New York
Guided Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell, pursuant to the terms and conditions of this Placement Agent Agreement (this “Agreement”) and Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and, collectively, the “Purchasers”), (i) to the Purchasers, up to an aggregate of __________ shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, accompanied by a warrant (a “Purchaser Warrant”), in the form attached hereto as Exhibit B, to purchase one-half of a share of Common Stock (a “Purchaser Warrant Share” and, together with the Shares and the Purchaser Warrant Share, the “Securities”), and (ii) to Olympus Securities LLC (the “Placement Agent”), up to four and one-half percent (4.5%) of the total number of Shares and Purchaser Warrants sold to the Purchasers under the Subscrip
STANDSTILL AGREEMENTStandstill Agreement • November 10th, 2014 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus
This Standstill Agreement (this “Agreement”) is entered into as of November 6th, 2014, by and between Guided Therapeutics Inc., a Delaware corporation (the “Company”), and Magna Equities II, LLC (Formerly known as Hanover Holdings I, LLC”) (the “Investor”), with reference to the following facts:
