EXCHANGE AGREEMENT
Exhibit 10.67
This
EXCHANGE AGREEMENT (this "Agreement") is made and entered into
effective as of the ____day of March, 2021 by and between GUIDED
THERAPEUTICS, INC.,
a
Delaware corporation (the "Company") and the undersigned creditor
of the Company (the "Creditor").
W I T N E S S E T H :
WHEREAS, the Creditor is the payee of certain
obligations owed to the Creditor by the Company as set forth
on Exhibit A hereto (the "Obligations");
NOW,
THEREFORE, in consideration of the mutual covenants herein
contained, and intending to be legally bound hereby, the parties
hereto, being duly sworn, do covenant, agree and certify as
follows:
1. Recitals. The
parties hereto acknowledge and agree that the foregoing recitals
are true and accurate and constitute part of this Agreement to the
same extent as if contained in the body hereof.
2. Exchange
and Satisfaction. The Obligations are hereby surrendered by the
Creditor and exchanged for the Note and other considerations
according to the following terms and
conditions.
a.
The
Creditor is or has been an executive or consultant of the Company
and both parties wish to continue their relationship under mutually
agreeable terms.
b.
The
Creditor resigned as a Corporate Secretary of the Company but
provides consulting services to the Company.
c.
The
Creditor shall receive full remuneration of all expenses accrued in
the amount of $4,325.42. This amount shall be due and paid in full
upon execution of this Agreement.
d.
The Company is in default to the Creditor on two
Notes in the amounts of $12,500.00 and $13,900.00 dated December
21, 2016 and January 19, 2017, respectively. As of Dec 31, 2020,
the balances of principal and interest of those Notes were
$21,518.00 and $23,600.00, respectively. The Notes will accrue at an interest rate of 6%
(18% in the event of default) annual interest to be executed within
30 days of the signing of this Agreement and payable in full within
one year in monthly payments of at least $3,850.00 (Annex A).
Payments are due on the 15th
of each month and will be in default
if not paid by the 20th
of the month.
e.
The
Company owes the Creditor as of Dec. 31, 2020 deferred salary in
the amount of $412,624.00 with accrued interest of $133,590.00 for
a total of $546,214.00. In lieu of agreeing to dismiss the majority
of what he is currently owed by the Company, the Creditor agrees to
accept:
i.
50
Series F Preferred Shares convertible into 200,000 of the
Company’s Common Shares (see attached executed Stock Purchase
Agreement, equivalent to an exchange of $50,000 into the Series F
Preferred Financing.
ii.
Cash payments over time in the amount of
$150,000.00 (One Hundred Fifty Thousand Dollars and Zero Cents) in
the form of an unsecured note with the Company. This Note is to be
executed within 30 days of the signing of this Agreement and
payable in full within four years from the date of the first
payment, in monthly installments of at least $3,600.00. The Note
will accrue at a rate of 6% (18% in the event of default) annual
interest, starting one year from execution on the Note Agreement.
Each monthly payment will include the past months interest and a
principal payment. Payments will begin March 15th,
2022 are due on the 15th
of each month and will be in default
if not paid by the 20th
of the month.
f.
The total amount of forgiveness by Creditor of $346,214.00 shall be
prorated according to the amount of funds paid to Creditor,
including the $50,000 exchanged into the Series F financing by the
creditor (see 2(e)(i)). Therefore, once the Creditor receives his
Series F Preferred Shares, 25% of the total forgiven amount, or
$86,553.50, shall have been deemed as forgiven. Subsequently, for
each month’s timely payment of $3,600.00 on the $150,000.00
long-term unsecured note (2(e)(ii)), the Creditor shall forgive
proportional amount of debt (Annex B). Once all funds as described
in Sections 2(c) to 2(e) above have been paid to Creditor, then the
terms and conditions of this Agreement shall have been deemed fully
satisfied and no additional funds shall be owed to the
Creditor.
g.
The Company will include Creditor under its health insurance
program until the Creditor is enrolled in MediCare, or until
December 31, 2021, whichever is earliest.
3.
For
the purpose of this agreement, the beginning balances are defined
in Section 2 of this document.
4.
Successors and Assigns. This
Agreement is binding upon, and shall inure to the benefit of, the
parties hereto and their respective successors and
assigns.
5.
Counterparts. This
Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which, when taken together,
shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the parties hereto have affixed their hands and
seals by signing this Agreement as of the day and year first above
written.
[Signatures
on Following Page]
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Company:
GUIDED
THERAPEUTICS, INC.
By:_______________________________
Name:
Xxxx X. Xxxxxx
Title:
Founder and COO
Creditor:
__________________________________
Name:
Xxxxxxx Xxxxxx
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