EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of June 13, 2001, by and among SPECTRX, INC., a Delaware corporation (the "Company"), and those purchasers of the Company's...Registration Rights Agreement • June 26th, 2001 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • New York
COMMON STOCK PURCHASE WARRANT GUIDED THERAPEUTICS, INC.Common Stock Purchase Warrant • July 13th, 2022 • Guided Therapeutics Inc • 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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 7th, 2017 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 2017, 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”).
SPECTRX, INC.Underwriting Agreement • June 11th, 1997 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • California
ARTICLE 1 DEFINITIONSMerger Agreement • January 14th, 2002 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • Delaware
SPECTRX, INC.Warrant Agreement • August 14th, 2001 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
1 EXHIBIT 10.18C SECOND AMENDMENT TO LICENSE AGREEMENT This Second Amendment to License Agreement (the "Second Amendment") is entered into as of the 26th day of March 1997, by and between Joseph R. Lakowicz, Ph.D., an individual having an address of...License Agreement • April 24th, 1997 • Spectrx Inc • Electromedical & electrotherapeutic apparatus
SECURITIES PURCHASE AGREEMENTSecurities 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”).
COMMON STOCK PURCHASE WARRANT GUIDED THERAPEUTICS, INC.Security Agreement • February 16th, 2016 • Guided Therapeutics Inc • 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).
SECTION 1.Stock Purchase Agreement • June 26th, 2001 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • Georgia
SECURITIES PURCHASE AGREEMENTSecurities 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”).
1 AMENDED AND RESTATED SUPPLY AGREEMENT THIS AGREEMENT is entered into and made effective as of the 13th day of July, 1999, by and between ROCHE DIAGNOSTICS CORPORATION, an Indiana corporation, having a principal place of business at 9115 Hague Road,...Supply Agreement • August 16th, 1999 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • Georgia
SECURITIES PURCHASE AGREEMENTSecurities 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").
SECURITIES PURCHASE AGREEMENTSecurities 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 AGREEMENTRegistration 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").
COMMON STOCK PURCHASE WARRANT Guided Therapeutics, Inc.Common Stock Purchase Warrant • June 7th, 2017 • Guided Therapeutics Inc • 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 (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).
EXHIBIT 4.4 FOURTH AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Fourth Amendment, dated June 13, 2001, to Amended and Restated Registration Rights Agreement (the "Amendment") amends that certain Amended and Restated...Registration Rights Agreement • June 26th, 2001 • Spectrx Inc • Electromedical & electrotherapeutic apparatus
SECURITIES PURCHASE AGREEMENTSecurities 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”).
EXHIBIT 10.18A LICENSE AGREEMENT THIS AGREEMENT is made and entered into as of the date last entered below ("the Effective Date"), by and between Joseph R. Lakowicz, Ph.D., an individual having an address of 10037 Fox Den Road, Ellicott City, Maryland...License Agreement • February 27th, 1997 • Spectrx Inc • Georgia
COMMON STOCK PURCHASE WARRANT Guided Therapeutics, Inc.Common Stock Purchase Warrant • July 1st, 2016 • Guided Therapeutics Inc • 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).
10% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE June 28, 2017Convertible Security Agreement • December 30th, 2016 • Guided Therapeutics Inc • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
WARRANT AGENCY AGREEMENTWarrant 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.Security Agreement • 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 AGREEMENTSecurity 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”).
1 EXHIBIT 10.20 PATENT LICENSE AGREEMENT THIS Sixteen (16) Page AGREEMENT ("AGREEMENT") is made by and between the BOARD OF REGENTS ("BOARD") of THE UNIVERSITY OF TEXAS SYSTEM ("SYSTEM"), an agency of the State of Texas, whose address is 201 West 7th...Patent License Agreement • February 27th, 1997 • Spectrx Inc • Texas
SPECTRX, INC. Note and Warrant Purchase Agreement November 6, 1995Note and Warrant Purchase Agreement • February 27th, 1997 • Spectrx Inc • Delaware
FOURTH AMENDMENT TO LICENSE AGREEMENTLicense Agreement • March 31st, 1999 • Spectrx Inc • Electromedical & electrotherapeutic apparatus
WITNESSETH:Development and License Agreement • August 16th, 1999 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • Georgia
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2024 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 23, 2024 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”).
SHARES OF COMMON STOCK, __________ PRE-FUNDED WARRANTS (EXERCISABLE FOR __________ SHARES) AND __________ COMMON WARRANTS (EXERCISABLE FOR __________ SHARES) OF GUIDED THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2022 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Guided Therapeutics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Guided Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 7th, 2017 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • Georgia
1 EXHIBIT 10.5 SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • February 27th, 1997 • Spectrx Inc • Delaware
