EXCHANGE AGREEMENT
Exhibit 10.63
This
EXCHANGE AGREEMENT (this "Agreement") is made and entered into
effective as of the 9th day of July, 2020
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 a manager or consultant of the Company and
both parties wish to continue their relationship under
mutually agreeable terms.
b.
In lieu of agreeing
to dismiss approximately half of what he is currently owed
by the Company, the Creditor agrees to accept:
(i)
Cash payments of
$20,000.00 (Twenty Thousand Dollars and Zero Cents). The cash
payments shall be made as follows:
●
$10,000 upon the
signing of this Agreement
●
$5,000 within 30
days of the signing of this Agreement
●
$5,000 within 60
days of the signing of this Agreement
(ii)
Cash payments over
time in the amount of $90,000.00 (Ninety Thousand Dollars and Zero
Cents) in the form of an unsecured note with the Company to be
executed within 30 days of the closing of a new financing or new
financings totaling at least $3 million. The note shall have a term
of 18 months, carry a six percent (6%) annual interest rate and be
paid at a rate of $5,000.00 (Five Thousand Dollars and Zero Cents)
per month starting 30 days after the closing of the new financing
or new financings totaling at least $3 million.
(iii)
66,000 stock
options that vest at a rate of 1/18th or 3,667 per month.
Should two consecutive payments under term 2.b (i) or (ii) be
missed, then any remaining stock options will be canceled and
instead cash payments of $66,000.00 (Sixty-six Thousand Dollars and
Zero Cents) will be added to the total amount owed and payable at a
rate of $6,000.00 (Six Thousand Dollars and Zero Cents) per month
starting in month 19 after the closing of a financing of a least $2
million.
(iv)
The total amount of
forgiveness by Creditor of approximately $110,000.00 shall be
prorated according to the amount of funds paid to Creditor. For
example, once the first $20,000.00 of payment is made, then
Creditor has forgiven $20,000.00. Once all $110,000.00 has been
paid and equity described in Section 2(b)(iii) awarded to Creditor,
then terms and conditions of this Agreement shall have been deemed
fully satisfied.
3. Successors
and Assigns. This Agreement is
binding upon, and shall inure to the benefit of, the parties hereto
and their respective successors and assigns.
4. 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]
Company:
GUIDED
THERAPEUTICS, INC.
By: /Xxxx X.
Xxxxxxxxxx/
Name:
Xxxx Xxxxxxxxxx
Title:
President and CEO
Creditor:
By:
/Xxxxxxx Xxxxx/
Name:
Xxxxxxx Xxxxx
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