0001121781-16-000591 Sample Contracts

FORM OF NOTE
Note Agreement • December 7th, 2016 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

THIS 19% SENIOR SECURED CONVERTIBLE NOTE is being issued as one or a series of duly authorized and validly issued 19% Senior Secured Convertible Notes issued by Guided Therapeutics, Inc., a Delaware corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

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EXCHANGE AGREEMENT
Exchange Agreement • December 7th, 2016 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of December 7, 2016, by and between Guided Therapeutics, Inc. Delaware corporation (the “Company”), and GPB Debt Holdings II, LLC (the “Investor”).

AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • December 7th, 2016 • Guided Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York

THIS AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) is made as of December 7, 2016 (the “Effective Date”) by and between Guided Therapeutics, Inc., a Delaware corporation (the “Company”), and GPB Debt Holdings II LLC (the “Consultant”), and amends that certain Consulting Agreement, dated as of February 12, 2016 by and between the Company and the Consultant (collectively referred to as the “Parties”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Consulting Agreement.

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