0000924515-08-000023 Sample Contracts

WARRANT
Warrant Agreement • October 1st, 2008 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • Georgia

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT AS TO THE WARRANT AND THE SHARES OF COMMON STOCK UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SAID ACT.

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GUIDED THERAPEUTICS, INC. NOTE PURCHASE AGREEMENT (June-July 2008 Bridge Notes)
Note Purchase Agreement • October 1st, 2008 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • Georgia

THIS NOTE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of July 7, 2008, by and among GUIDED THERAPEUTICS, INC., a Delaware corporation (the "Company"), and each of the persons listed on Schedule I attached hereto and made a part hereof, and their respective permitted successors and assigns (each such person, a "Noteholder" and, collectively, the "Noteholders").

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