0001121781-13-000185 Sample Contracts

WARRANT (TRANCHE A)
Warrant Agreement • May 23rd, 2013 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

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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Securities purchase agreement
Securities Purchase Agreement • May 23rd, 2013 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”), is dated as of May 21, 2013, among GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each entity that is listed on the signature pages hereto. Each such entity, together with its successors and permitted assigns, is referred to herein as a “Purchaser,” and all such entities, together with their successors and permitted assigns, are collectively referred to herein as the “Purchasers.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 23rd, 2013 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

This Registration Rights Agreement (this “Agreement”) is dated as of May 21, 2013, among GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the entities listed on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

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