0001121781-15-000175 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 30th, 2015 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2015, by and among Guided Therapeutics, Inc., a Delaware corporation (the “Company”), Aquarius Opportunity Fund (the “Lead Purchaser”), and each other purchaser identified on the signature pages hereto (each, along with the Lead Purchaser, including their respective successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2015 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2015, by and among Guided Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (the “Purchasers”).

amendment to securities purchase agreement
Securities Purchase Agreement • June 30th, 2015 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus

This Amendment to Securities Purchase Agreement (this “Agreement”) is dated as of June __, 2015 and is between GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the other parties identified on the signature pages hereto.

AMENDMENT #5
Guided Therapeutics Inc • June 30th, 2015 • Electromedical & electrotherapeutic apparatus

This Amendment #5 (this “Amendment”) is entered into as of June 30, 2015, by and between Tonaquint, Inc., a Utah corporation (“Lender”), and Guided Therapeutics, Inc., a Delaware corporation (“Debtor”).

AMENDMENT #4
Guided Therapeutics Inc • June 30th, 2015 • Electromedical & electrotherapeutic apparatus

This Amendment #4 (this “Amendment”) is entered into as of June 16, 2015, by and between Tonaquint, Inc., a Utah corporation (“Lender”), and Guided Therapeutics, Inc., a Delaware corporation (“Debtor”).

EXCHANGE AGREEMENT
Exchange Agreement • June 30th, 2015 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

This Exchange Agreement (the “Agreement”) is entered into as of the 25th day of June, 2015, by and among Guided Therapeutics, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”), with reference to the following facts:

June 26, 2015
Guided Therapeutics Inc • June 30th, 2015 • Electromedical & electrotherapeutic apparatus

Reference is made to the Common Stock Purchase Warrant, dated December 2, 2014, that you received from Guided Therapeutics, Inc. (the “Company”) in connection with its public offering of securities on that date (the “Warrant”). By signing this letter agreement you agree to the following:

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