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).
17% Senior SECURED Convertible NOTEConvertible Security Agreement • February 16th, 2016 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
THIS 17% SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 17% Senior Secured Convertible Notes issued at a 15% original issue discount by Guided Therapeutics, Inc., a Delaware corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITY AGREEMENTSecurity Agreement • February 16th, 2016 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of February 12, 2016 among Guided Therapeutics, Inc., a Delaware corporation (the “Company”, and together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto being hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), and GPB Debt Holdings II LLC, a limited liability company, in its capacity as Collateral Agent (together with its successors and assigns in such capacity, the “Secured Party”) for the benefit of itself and each of the Purchasers (as hereinafter defined);
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2016 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2016, 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”).
AMENDMENT AGREEMENTAmendment Agreement • February 16th, 2016 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
THIS AMENDMENT AGREEMENT (the “Agreement”) is made and entered into as of February 11, 2016 by and among GPB Debt Holdings II LLC and Aquarius Opportunity Fund (each, an “Assignee” and, collectively, the “Assignees”) and Guided Therapeutics, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2016 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of February 10, 2016 (the “Effective Date”) by and among Guided Therapeutics, Inc., a Delaware corporation (the “Company”), and Aquarius Opportunity Fund (the “Lead Purchaser”), and amends that certain Securities Purchase Agreement, dated as of June 29, 2015, by and among the Company, the Lead Purchaser, and certain other Purchasers identified therein (the “Other Purchasers”), as amended by that certain Interim Securities Purchase Agreement, dated as of September 3, 2015 (collectively, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Purchase Agreement.
AMENDMENT #6Secured Promissory Note • February 16th, 2016 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus
This Amendment #6 (this “Amendment”) is entered into as of January 20, 2016, by and between Tonaquint, Inc., a Utah corporation (“Lender”), and Guided Therapeutics, Inc., a Delaware corporation (“Debtor”).
Consulting AgreementConsulting Agreement • February 16th, 2016 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
This Consulting Agreement (this “Agreement”), made as of February 12, 2016 by and between Guided Therapeutics, Inc., a Delaware limited liability company (the “Company”) and GPB DEBT HOLDINGS II LLC (the “Consultant”).
