0001477932-22-001704 Sample Contracts

COMMON STOCK PURCHASE WARRANT GUIDED THERAPEUTICS, INC.
Guided Therapeutics Inc • March 30th, 2022 • Electromedical & electrotherapeutic apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Aspen Capital Corporation 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 May 31, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guided Therapeutics, Inc., a Delaware corporation (the “Company”), up to 100,000 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).

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COMMON STOCK PURCHASE WARRANT GUIDED THERAPEUTICS, INC.
Guided Therapeutics Inc • March 30th, 2022 • Electromedical & electrotherapeutic apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) is pursuant to the Finder’s Fee Agreement executed by Guided Therapeutics and IRON STONE CAPITAL on January 6, 2020 and certifies that, for value received, IRON STONE CAPITAL 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 July 13, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guided Therapeutics, Inc., a Delaware corporation (the “Company”), up to 67,000 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).

DECEMBER 30 2019 EQUITY FOR DEBT EXCHANGE GROUP WARRANT EXCHANGE AND EXERCISE AGREEMENT Frederick Grimm
Warrant Exchange and Exercise Agreement • March 30th, 2022 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of the 13th day of December, 2021, by and between GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”) and the undersigned warrant holder of the Company (the “Warrant Holder”).

DECEMBER 30 2019 EQUITY FOR DEBT EXCHANGE GROUP WARRANT EXCHANGE AND EXERCISE AGREEMENT K2 Medical, LLC
And Exercise Agreement • March 30th, 2022 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of the 16th day of December, 2021, by and between GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”) and the undersigned warrant holder of the Company (the “Warrant Holder”).

GUIDED THEREAPEUTICS, INC.
Guided Therapeutics Inc • March 30th, 2022 • Electromedical & electrotherapeutic apparatus

Reference is made to that certain Exchange Agreement, dated as of June 2, 2021 (the “Agreement”) made by Guided Therapeutics, Inc. (the “Company’’) and Auctus Fund, LLC (“Auctus”). Section 3(c) of the Agreement provides, in part, that the obligations under the Agreement shall be null and void if the “Uplist Offering” does not occur by December 31, 2021. Consistent with the Exchange Agreement, dated February 1, 2022 by and among the Company and Auctus, Auctus hereby extends the termination date to April 15, 2022. This Agreement is limited as specified herein and the execution, delivery and effectiveness of this Agreement shall not operate as a modification or waiver of any provision of the Agreement except as expressly set forth herein.

EXCHANGE AGREEMENT
Exchange Agreement • March 30th, 2022 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • Delaware

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of February 1, 2022, by and between GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”) and Auctus Fund, LLC, a Delaware limited liability company (the “Creditor”).

SERIES D PREFERRED STOCK FINANCING GROUP WARRANT EXCHANGE AND EXERCISE AGREEMENT Mark L. Faupel
Exchange and Exercise Agreement • March 30th, 2022 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of the 20th day of December, 2021, by and between GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”) and the undersigned warrant holder of the Company (the “Warrant Holder”).

AGREEMENT
Agreement • March 30th, 2022 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus

Guided Therapeutics, Inc. (“GTI” or “the Company”), a US registered public company incorporated in the State of Delaware with a registered and records office at 5835 Peachtree Corners East, Suite B Peachtree Corners, GA 30092.

DECEMBER 30 2019 EQUITY FOR DEBT EXCHANGE GROUP WARRANT EXCHANGE AND EXERCISE AGREEMENT Richard P. Blumberg, Esq.
Exchange Agreement • March 30th, 2022 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of the 16th day of December, 2021, by and between GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”) and the undersigned warrant holder of the Company (the “Warrant Holder”).

DECEMBER 30 2019 EQUITY FOR DEBT EXCHANGE GROUP WARRANT EXCHANGE AND EXERCISE AGREEMENT Flynn D. Case Living Trust
And Exercise Agreement • March 30th, 2022 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of the 21st day of December, 2021, by and between GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”) and the undersigned warrant holder of the Company (the “Warrant Holder”).

WARRANT EXCHANGE AGREEMENT
Warrant Exchange Agreement • March 30th, 2022 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of the 21st day of December, 2021 by and between GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”) and the undersigned investor of the Company (the “Investor”).

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