Exhibit 10.1

Securities purchase agreement

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. ”

The Company proposes to issue and sell to the Purchasers an aggregate of up to 3,000 shares of the Company’s Series B Convertible Preferred Stock, par value $.001 per share (the “ Preferred Stock ”), at a purchase price of $1,000.00 per share, on the terms and subject to the conditions set forth in this Agreement.

The Preferred Stock will have the terms set forth in the certificate of designations designating the Preferred Stock in substantially the form attached hereto as Exhibit A (the “ Preferred Stock Designation ”). The Company will file the Preferred Stock Designation with the Delaware Secretary of State prior to and as a condition to the closing (the “ Closing ”) of the Transactions (defined below). The Preferred Stock will be mandatorily convertible into shares of the Company’s common stock, par value $.001 per share (the “ Common Stock ”), subject to and in accordance with the terms and conditions of the Preferred Stock Designation.

The Purchasers will receive, on a pro rata basis, warrants, in substantially the form set forth in Exhibit B (the “ Warrants ”) to acquire up to that number of shares of Common Stock equal to 100% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares (defined below), rounded to the nearest whole share of Common Stock for each Purchaser. The Warrants issuable to each Purchaser will be split evenly into two tranches, with one tranche subject to mandatory exercise upon the occurrence of certain events described therein.

The shares of Preferred Stock to be sold in the Private Placement are collectively referred to as the “ Preferred Shares .” The shares of Common Stock into which the Preferred Shares are to be convertible are referred to as the “ Conversion Shares .” The shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrants are referred to as the “ Warrant Shares .” Collectively, the Preferred Shares, the Conversion Shares, and the Warrant Shares are referred to as the “ Securities .” The conversion of the Preferred Stock into Common Stock is referred to herein as the “ Conversion ”.

The Securities will be offered and sold to the Purchasers in the private placement without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) thereunder (collectively, the “ Securities Act ”), in reliance upon Section 4(a)(2) (“ Section 4(a)(2) ”) thereof and/or Regulation D (“ Regulation D ”) thereunder or Regulation S (“ Regulation S ”) thereunder. The Company has engaged SunTrust Robinson Humphrey to act as exclusive placement agent (the “ Placement Agent ”) for the offering of the Securities on a “best efforts” basis.

Holders of the Securities will be entitled to the benefits of a Resale Registration Rights Agreement (the “ Resale Registration Rights Agreement ”) to be entered into between the Company and the Purchasers pursuant to which the Company will agree, among other things, to file with the Commission a shelf registration statement pursuant to Rule 415 under the Securities Act (the “ Resale Registration Statement ”) covering the resale of the Conversion Shares and the Warrant Shares, and to use its commercially reasonable efforts to cause the Resale Registration Statement to be declared effective within the time periods specified in the Resale Registration Rights Agreement.

The number of Preferred Shares to be purchased by each Purchaser hereunder is set forth on such Purchaser’s signature page. Each of the Purchasers is acting separately.

This Agreement, the Preferred Stock Designation, the form of Warrant, and the Resale Registration Rights Agreement are referred to herein collectively as the “ Transaction Documents, ” and the transactions contemplated hereby and thereby are referred to herein collectively as the “ Transactions. ”

The Company hereby confirms its agreement with each Purchaser as follows:

Section 1. Purchase and Sale of Securities.

(a)                 Closing; Closing Date . Subject to the satisfaction or, where possible, waiver of the conditions set forth in Sections 5 and 6 , at the closing (the “ Closing ”), the Company shall issue and sell to the Purchasers, and each Purchaser severally agrees to purchase from the Company on the Closing Date (as defined below), the amount of Preferred Shares and Warrants set forth on such Purchaser’s signature page to this Agreement. The date and time of the Closing (the “ Closing Date ”) shall be 10:00 a.m., New York City time, on a date as soon as practicable after the date hereof and as mutually agreed to by the Company and the Purchasers, but in no event later than the tenth business day following the date of this Agreement; provided , however , that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Sections 5 or 6 , “ Closing Date ” shall mean 10:00 a.m., New York City Time, on the first business day following satisfaction or waiver of all such conditions) after notification of satisfaction or waiver of the conditions to the Closing set forth in Sections 5  and  6 . The Closing shall take place at the offices of Jones Day, Atlanta, Georgia.

(b)                Form of Payment . Except as may otherwise be agreed to among the Company and one or more of the Purchasers, on or prior to 12:00 p.m., New York City time, on the Closing Date, (i) each Purchaser shall wire its Investment Amount (as set forth on, and as defined in, each Purchaser’s signature page to this Agreement), in U.S. dollars and in immediately available funds, to the Company pursuant to the wire instructions set forth in Schedule 1 ; (ii) the Company shall irrevocably instruct the Transfer Agent to deliver to each Purchaser (pursuant to instructions set forth in the Investor Questionnaire attached as Exhibit C ) one or more stock certificates, free and clear of all restrictive legends (except as expressly provided in this Agreement), evidencing the number of Preferred Shares such Purchaser is purchasing as is set forth on such Purchaser’s signature page to this Agreement next to the heading “Number of Securities to be Acquired,” within one business day after the Closing; and (iii) the Company shall deliver to each Purchaser (pursuant to instructions set forth in the Investor Questionnaire attached as Exhibit C ) two or more Warrants (divided equally by Warrant Shares among two tranches, one tranche subject to mandatory exercise upon the occurrence of certain events described therein), free and clear of all restrictive legends (except as expressly provided in this Agreement), exercisable for that number of Warrant Shares equal to 100% of the number of Conversion Shares issuable to such Purchaser upon Conversion of such Purchaser’s Preferred Shares on the Closing Date, rounded to the nearest whole share of Common Stock.

Section 2. Representations and Warranties of Each Purchaser.

Each Purchaser, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company and the Placement Agent as follows:

(a)                 Private Placement; Reliance on Exemptions . Such Purchaser understands that the Securities are being offered and sold to it in reliance on Section 4(a)(2), Regulation D or Regulation S under the Securities Act from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

(b)                Purchaser Status . Each of the Purchasers acknowledges that (i) (A) it is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and/or meets the definition of “qualified institutional buyers” as defined in Rule 144A(a)(1) under the Securities Act and (B) is not an entity formed for the sole purpose of acquiring the Securities; or (ii) it is not purchasing the Securities as a result of any “directed selling efforts,” within the meaning of Rule 902(k) of Regulation S and that such Purchaser is not a “U.S. Person,” within the meaning of Rule 902(k) of Regulation S and it is purchasing the Securities pursuant to an offshore transaction, as such terms are used in Regulation S.

(c)                 No Public Sale or Distribution . Such Purchaser is acquiring the Securities for its own account and not with a view toward, or for resale in connection with, the public sale or distribution thereof in a manner that would violate the Securities Act; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used in this Agreement, “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

(d)                Independent Evaluation . Such Purchaser confirms and agrees that (i) it has independently evaluated the merits of its decision to purchase the Securities; (ii) such Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of and receive answers from the Company; with the understanding that neither such inquiries nor any other due diligence investigations conducted by such Purchaser or its advisors, if any, or its representatives shall modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained herein; (iii) its investment in the Securities involves a high degree of risk and it is able to bear the economic risk of such investment; (iv) it has sufficient knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities; (v) it has not relied on the advice of, or any representations by, the Placement Agent or any affiliate thereof or any representative of the Placement Agent or its affiliates in making such decision; and (vi) neither the Placement Agent nor any of its representatives has any responsibility with respect to the completeness or accuracy of any information or materials furnished to such Purchaser in connection with the Transactions.

(e)                 Legend(s) . Such Purchaser understands that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the Securities Act or applicable state securities laws, the certificates or other instruments representing the Securities, and all certificates or other instruments issued in exchange therefor or in substitution thereof, shall bear customary legend(s) referencing such restrictions on transferability, and that the Company will make a notation on its records and give instructions to any transfer agent of the Common Stock in order to implement the restrictions on transfer set forth and described herein.

(f)                 Organization; Authority . Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(g)                Validity; Enforcement . This Agreement and the Resale Registration Rights Agreement have been authorized by all necessary corporate action of, and duly and validly executed and delivered on behalf of, such Purchaser and constitute the legal, valid and binding obligations of such Purchaser enforceable against such Purchaser in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

(h)                No Conflicts . The execution, delivery and performance by such Purchaser of this Agreement and the Resale Registration Rights Agreement and the consummation by such Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Purchaser or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or instrument to which such Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree applicable to such Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.

(i)                  No Governmental Review . Such Purchaser understands that no U.S. agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(j)                  Transfer or Resale . Such Purchaser understands that: (i) the Securities have not been and will not be registered under the Securities Act or any U.S. state or non-U.S. securities laws; (ii) such Purchaser agrees that if it decides to offer, sell or otherwise transfer any of the Securities, such Securities may be offered, sold or otherwise transferred only: (A) pursuant to an effective registration statement under the Securities Act; (B) to the Company; (C) outside the United States in accordance with Regulation S under the Securities Act and in compliance with local laws; or (D) within the United States (1) in accordance with the exemption from registration under the Securities Act provided by Rule 144A thereunder, if available, and in compliance with any applicable state securities laws, or (2) in a transaction that does not require registration under the Securities Act or applicable state securities laws.

(k)                Filings . If required by applicable securities legislation, regulatory policy or order, or if required or requested by any securities commission, stock exchange or other regulatory authority, at the request of and at the sole expense of the Company, such Purchaser will use commercially reasonable efforts to execute, deliver and file and otherwise assist the Company in filing reports, questionnaires, undertakings and other documents with respect to the issue of the Securities.

(l)                  Residency . For purposes of U.S. securities laws, such Purchaser is a resident of that jurisdiction specified on its signature page to this Agreement.

(m)              U.S. Federal Taxation . Such Purchaser acknowledges that it has sought advice concerning the tax aspects of and tax considerations involved in acquiring and holding the Securities from an independent tax adviser that it has considered necessary to make an informed investment decision with respect to the U.S. federal income tax consequences, as well as with respect to the laws of any state, local or foreign jurisdiction that are applicable to such Purchaser, of owning and disposing of the Securities.

Section 3. Representations and Warranties of the Company.

Except as otherwise disclosed in the Exchange Act Documents (as defined below), the Company hereby represents and warrants as of the date hereof and the Closing Date (except for the representations and warranties that speak as of a specific date, which are made as of such date), to each of the Purchasers and the Placement Agent as follows:

(a)                 Exchange Act Compliance . The Company has filed with the Commission all documents (the “ Exchange Act Documents ”) required since January 1, 2012 under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Exchange Act ”), and the Exchange Act Documents, at the time they were filed with the Commission, complied in all material respects with the requirements of the Exchange Act. There are no contracts or other documents required to be described in such Exchange Act Documents or to be filed as exhibits to such Exchange Act Documents that have not been described or filed as required.

(b)                The Transaction Documents . The Company has all necessary power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunder; each of the Transaction Documents has been duly authorized by the Company and, when executed and delivered by the Company, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

(c)                 The Securities . The Company has all necessary power and authority to issue and deliver the Preferred Shares; the Preferred Shares have been duly authorized, and, when duly issued and delivered to Purchasers, will be duly and validly issued, fully paid and nonassessable and will be issued in compliance with federal and state securities laws. The Company has all necessary power and authority to execute, issue and deliver the Warrants; the Warrants have been duly authorized for issuance and sale by the Company, will be in the form contemplated by the Transaction Documents and, when executed, countersigned and issued in accordance with the terms of thereof and delivered to and paid for by the Purchasers pursuant to this Agreement, will constitute valid and binding obligations of the Company, entitled to the benefits of the Transaction Documents, enforceable against the Company in accordance with their terms. The Company has all necessary power and authority to issue and deliver the Conversion Shares and the Warrant Shares; the Conversion Shares and the Warrant Shares have been duly reserved for issuance and have been duly authorized, and, when duly issued and delivered to holders of the Preferred Shares or the Warrants upon Conversion or upon exercising of the Warrants from time to time, respectively, the Conversion Shares and the Warrant Shares will be duly and validly issued, fully paid and nonassessable and will be issued in compliance with federal and state securities laws. None of the Securities will be issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company.

(d)                No Applicable Registration or Other Similar Rights . There are no Persons with registration or other similar rights to have any equity or debt securities of the Company or any affiliate (as defined in Rule 501(b) of Regulation D) registered for sale under a registration statement, except for rights (i) contained in the Resale Registration Rights Agreement or (ii) as have been duly waived.

(e)                 No Material Adverse Change . Since December 31, 2012: (i) there has been no material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiary, considered as one entity (any such change, a “ Material Adverse Change ”); and (ii) the Company and its subsidiary, considered as one entity, have not incurred any material liability or obligation (including any off-balance sheet obligation), indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business.

(f)                 Independent Accountants . UHY LLP, who have expressed their opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) contained in the Exchange Act Documents, are (i) independent public or certified public accountants as required by the Exchange Act, (ii) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X and (iii) a registered public accounting firm as defined by the Public Company Accounting Oversight Board.

(g)                Preparation of the Financial Statements . As of the date hereof, the financial statements contained in the Exchange Act Documents, present fairly in all material respects the consolidated financial position of the Company and its subsidiary as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity in all material respects with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. As of the date hereof, the financial data set forth in the Exchange Act Documents fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Exchange Act Documents.

(h)                Incorporation and Good Standing of the Company and its Subsidiary . Each of the Company and its subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Exchange Act Documents as of their date, and, in the case of the Company, to enter into and perform its obligations under the Transaction Documents. Each of the Company and its subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the financial position, stockholders’ equity, results of operations or business of the Company (a “ Material Adverse Effect ”).

(i)                  Capital Stock Matters . Schedule 3(i) sets forth as of the date hereof: (1) the authorized, issued and outstanding capital stock of the Company, (2) the shares of Common Stock issuable upon exercise of outstanding options, (3) the shares of Common Stock issuable upon exercise of outstanding warrants or warrants the Company is contractually obligated to issue, (4) the shares of Common Stock reserved pursuant to its stock option plan, and (5) the shares of Common Stock reserved pursuant to other contractual obligations. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or its subsidiary other than those described in Schedule 3(i) . As of the date hereof and as of the Closing Date, the description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, as set forth in the Exchange Act Documents constitutes and will constitute an accurate summary of the material terms and related issuances with respect to such plans, arrangements, options and rights.

(j)                  Exchange Act Registration; No Shell-Company Status . The shares of Common Stock are registered pursuant to Section 12(g) of the Exchange Act, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the shares of Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company is not, and has never been, a “shell company” for purposes of Rule 144(i) of the Securities Act.

(k)                Purchasers; Compliance With Rule 502(d) . The Company will exercise reasonable care to assure that the Purchasers are not “underwriters” within the meaning of Section 2(a)(11) of the Securities Act and, without limiting the foregoing, that such purchases will comply with Rule 502(d) under the Securities Act.

(l)                  Compliance with Laws . The Company has not been advised, and has no reason to believe, that it and its subsidiary are not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, except where failure to be so in compliance would not result in a Material Adverse Change.

(m)              No Violation or Default . The Company and its subsidiary are not in, and the execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the Transactions will not result in a, (i) violation of any term of or in default under its certificate of incorporation, bylaws or other organizational document, (ii) violation of any judgment, decree or order or any law, statute, ordinance, rule or regulation (including federal U.S. and state and non-U.S. securities laws) applicable to the Company and its subsidiary, and the Company and its subsidiary will not conduct their business in violation of any of the foregoing, and (iii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any material term, covenant or condition contained in, or give to others any rights of termination, amendment, acceleration or cancellation of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or its subsidiary is a party or by which the Company or its subsidiary are bound or to which any of the property or assets of the Company or its subsidiary is subject, except, in the case of clauses (ii) and (iii) , for such violations as would not be reasonably expected to have a Material Adverse Effect.

(n)                Consents . Other than (1) the filing of a Form D with respect to the Securities as required under Regulation D, (2) such filings required under applicable securities or Blue Sky laws of the states of the United States, and (3) such filings contemplated by the Resale Registration Rights Agreement (all of the foregoing, the “ Required Approvals ”), the Company and its subsidiary are not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for the Company to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof or to consummate the Transactions.

(o)                No Directed Selling Efforts. None of the Company, its affiliates nor any Person acting on its or their behalf (other than the Placement Agent in connection with this Agreement) has engaged or will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities and each of the Company, its affiliates and any Person acting on its or their behalf (other than the Placement Agent in connection with this Agreement) has complied and will comply with the offering restrictions requirement of Regulation S.

(p)                No Registration . Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 2 and each Purchaser’s compliance with their agreements set forth in the Transaction Documents, it is not necessary in connection with the offer, issuance, sale and delivery of the Securities in the manner contemplated by this Agreement and the other Transaction Documents to register the offer or sale of any of the Securities under the Securities Act.

(q)                No General Solicitation . Neither the Company, nor any of its affiliates, nor any Person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.

(r)                  No Integrated Offering . Neither the Company, nor any of its affiliates, or any Person acting on its behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act. None of the Company, its affiliates, or any Person acting on its behalf, will take any action or steps referred to in the preceding sentence that would require registration of the offer, issuance or sale of any of the Securities under the Securities Act or cause the offering of the Securities to be integrated with other offerings.

(s)                 No Offer and Sale Within Six Months . The Company has not sold or issued any security of the same or similar class or series as any of the Securities or any security convertible into any of the Securities during the six-month period preceding the earlier of the date of this Agreement and the Closing Date, including any sales pursuant to Rule 144A or Regulation D (other than shares issued pursuant to employee or director benefit plans, qualified stock options plans, for other employee or director compensation purposes, or pursuant to outstanding options, rights or warrants), and has no intention of making, and will not make, an offer or sale of such securities, for a period of six months after the date of this Agreement, except for the offering of Securities as contemplated by this Agreement and the Resale Registration Rights Agreement. As used in this paragraph, the terms “offer” and “sale” have the meanings specified in Section 2(a)(3) of the Securities Act.

(t)                  QIBs; Accredited Investor or Non-U.S. Person . The Company will not offer or sell any of the Securities to any Person whom it reasonably believes is not (i) a “qualified institutional buyer” as defined in Rule 144A; (ii) an institutional “accredited investor” (as defined in clauses (1), (2), (3) and (7) of Rule 501(a) of Regulation D); or (iii) a non-U.S. Person as defined under Regulation S of the Securities Act.

(u)                All Necessary Permits, etc . The Company and its subsidiary each possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or other applicable regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor its subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Change.

(v)                Intellectual Property Rights . The Company and its subsidiary own or possess sufficient trademarks, service marks, trade names, patents, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, know-how (including unpatented and/or unpatentable proprietary or confidential information, systems or procedures), licenses and other similar rights (collectively, “ Intellectual Property Rights ”) reasonably necessary to conduct their businesses as now conducted. Neither the Company nor its subsidiary has received any notice of infringement or conflict with asserted Intellectual Property Rights of others. As of the date hereof and as of the Closing Date, the Company is not and will not be a party to or bound by any material options, licenses or agreements with respect to the Intellectual Property Rights of any other Person except as described in the Exchange Act Documents or as will be described in the Exchange Act Documents. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any Persons.

(w)              Absence of Litigation . There is no action, suit, proceeding, inquiry or investigation before or by any court, government agency, self-regulatory organization or body pending or, to the best knowledge of the Company, (i) threatened against or affecting the Company, its subsidiary, or any of the officers or directors of the Company or its subsidiary in their capacities as such or (ii) that questions the validity of the Transaction Documents or the right of the Company to enter into or perform the Transaction Documents, nor is there any litigation pending or, to the Company's knowledge, threat thereof, against the Company or its subsidiary by reason of the activities presently conducted or proposed to be conducted by the Company or its subsidiary, nor, to the Company’s knowledge, is there any basis therefor.

(x)                Insurance . Each of the Company and its subsidiary are insured by recognized, financially sound and reputable institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiary against theft, damage, destruction, acts of vandalism and earthquakes. The Company has no reason to believe that it or its subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change. Neither of the Company nor its subsidiary has been denied any insurance coverage which it has sought or for which it has applied.

(y)                Tax Law Compliance . The Company and its consolidated subsidiary have filed all necessary federal and state income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 3(g) in respect of all federal and state and income and franchise taxes for all periods as to which the tax liability of the Company or its consolidated subsidiary has not been finally determined.

(z)                 Company Not an “Investment Company.” The Company is not, and after receipt of payment for the Securities will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Investment Company Act ”) and will conduct its business in a manner so that it will not become subject to the Investment Company Act.

(aa)             Brokers . Except for the Placement Agent, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission as a result of the Transactions.

Section 4. Covenants.

(a)                 Reasonable Best Efforts . Each party shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Sections 5 and 6 of this Agreement.

(b)                Form D and Blue Sky . The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to comply with any applicable state securities and “Blue Sky” laws in connection with the sale of the Securities. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

(c)                 Securities Laws Disclosure; Publicity . No later than 9:30 a.m., New York City time, on the first business day after the date of this Agreement, the Company shall issue a press release (the “ Press Release ”) in a form reasonably acceptable to the Placement Agent disclosing all material terms of the Transactions. On or before 5:30 p.m., New York City time, on the fourth business day immediately following the execution of this Agreement, the Company will file a current report on Form 8-K with the Commission describing the terms of the Transaction Documents (and including as exhibits to such current report on Form 8-K the Transaction Documents). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the Commission (other than the Registration Statement) or any regulatory agency, without the prior written consent of such Purchaser, except (1) as required by federal securities law in connection with (A) any registration statement contemplated by the Resale Registration Rights Agreement and (B) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (2) to the extent such disclosure is required by law or request of the Staff of the Commission, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this subclause (2). From and after the issuance of the Press Release, no Purchaser shall be in possession of any material, non-public information received from the Company or any of its officers, directors, employees or agents, that is not disclosed in the Press Release, unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly with the other Purchasers, covenants that it will comply with the provisions of any confidentiality or nondisclosure agreement executed by it and, in addition, until such time as the transactions contemplated by this Agreement are required to be publicly disclosed by the Company as described in this Section 4(c) , such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

(d)                Fees and Expenses . Each party to this Agreement shall bear its own expenses in connection with the offer and sale of the Securities to the Purchasers. The Company shall pay the fees of its transfer agent in connection with the offer and sale of the Securities to the Purchasers.

(e)                 Financial Information . For so long as any Securities remain outstanding, the Company will make available to the Purchasers and any holder of Securities in connection with any sale thereof and any prospective purchaser of Securities, in each case upon request, the information specified in, and meeting the requirements of, Regulation D under the Securities Act (or any successor thereto).

(f)                 Reporting Status . During the period beginning on the Closing Date and ending on the earlier of the second anniversary of the Closing Date and the date none of the Securities remain outstanding, the Company shall timely file all reports required to be filed with the Commission pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination.

(g)                Reservation of Shares . The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, free of pre-emptive rights, after the Closing Date, a number of shares of Common Stock sufficient for the purpose of enabling the Company to issue the Conversion Shares upon the Conversion and the Warrant Shares upon exercise of the Warrants.

(h)                Issuance Limitation . During the period beginning on the date of this Agreement and ending on the 30th day following the Effective Date (as defined in the Resale Registration Rights Agreement), the Company shall not issue, sell or exchange, or agree or obligate itself to issue, sell or exchange or reserve, agree to or set aside for issuance, sale or exchange, (1) any shares of Common Stock, (2) any other equity security of the Company, including, without limitation, shares of preferred stock, (3) any other security of the Company which by its terms is convertible into or exchangeable or exercisable for any equity security of the Company, or (4) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such security described in the foregoing clauses (1) through (3); provided , however , that the foregoing shall not apply to any issuance of shares of Common Stock or Common Stock equivalents (A) upon the exercise of any options or warrants outstanding, (B) upon the exercise of any Warrants or upon the Conversion, or (C) to employees, directors, or consultants pursuant to any stock option or equity incentive plan or other compensation plan, program, agreement or arrangement as long as, in the case of clauses (A) and (C), the terms of any such options, warrants, plan, programs, agreements, or arrangements are not materially amended.

Section 5. Conditions to the Company’s Obligation to Sell.

The obligation of the Company hereunder to issue and sell the Securities to the Purchasers at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Purchaser with prior written notice thereof:

(a)                 Each Purchaser shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company, and shall have delivered to the Company a fully completed and executed Investor Questionnaire, satisfactory to the Company, in the form attached as Exhibit C to this Agreement and Selling Stockholder Questionnaire, satisfactory to the Company, in the form attached as Annex B to the Registration Rights Agreement.

(b)                Each Purchaser shall have delivered to the Company such Purchaser’s Investment Amount no later than 12:00 p.m. New York City time on the Closing Date by wire transfer of immediately available funds pursuant to the wire instructions set forth on Schedule 1 hereto.

(c)                 The representations and warranties of each Purchaser contained herein shall be true and correct as of the date when made and as of the Closing Date as though made at that time and such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Purchaser, as applicable, at or prior to the Closing Date.

(d)                No injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, prior to or as of the Closing Date, prevent or materially interfere with the consummation of the Transactions.

Section 6. Conditions to the Purchasers’ Obligation to Purchase.

The obligation of each Purchaser hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Purchasers’ several and sole benefit and may be waived by each Purchaser at any time in such Purchaser’s sole discretion by providing the Company with prior written notice thereof:

(a)                 The Company shall have executed and delivered, or caused to be delivered, to each Purchaser (i) each of the Transaction Documents to which it is a party; (ii) pursuant to instructions set forth in the Investor Questionnaire attached as Exhibit C , facsimile copies of one or more stock certificates, free and clear of all restrictive legends except as provided for in this Agreement, evidencing the number of Preferred Shares such Purchaser is purchasing as is set forth on such Purchaser’s signature page to this Agreement next to the heading “Number of Preferred Shares to be Acquired,” with the original stock certificates delivered by the Company’s transfer agent within one business day after the Closing; and (iii) and two or more Warrants exercisable, in the aggregate, for that number of Warrant Shares equal to 100% of the number of Conversion Shares issuable to such Purchaser upon Conversion of such Purchaser’s Preferred Shares on the Closing Date (divided equally by Warrant Shares among two tranches, one tranche subject to mandatory exercise upon the occurrence of certain events described therein), rounded to the nearest whole share of Common Stock.

(b)                The representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall have been true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company, as applicable, at or prior to the Closing Date. Each Purchaser or its agent shall have received a certificate, executed by an authorized officer of the Company, dated as of the Closing Date, to the foregoing effect.

(c)                 No injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, prior to or as of the Closing Date, prevent or materially interfere with the consummation of the Transactions; and no stop order suspending the qualification or exemption from qualification of any of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be pending or contemplated as of the Closing Date.

(d)                The Company shall not have received any material non-public communications (verbal or written) from the U.S. Food and Drug Administration pertaining to the regulatory review of the LuViva product for cervical cancer.

(e)                 There shall not have occurred any event or condition which has had, or would reasonably be expected to have, a material adverse effect on the Company’s business, financial condition, results of operations, assets, liabilities or prospects, in each case taken as a whole.

(f)                 Each Purchaser or its agent shall have received an opinion of Jones Day, counsel to the Company, dated the Closing Date, addressed to each such Purchaser, in substantially the form attached hereto as Exhibit D , and the Placement Agent shall have received a customary reliance letter with regard to such opinion.

(g)                The Company shall have delivered duly executed irrevocable transfer agent instructions acknowledged in writing by the Company’s transfer agent instructing the transfer agent to deliver the certificates referred to in Section 6(a) .

(h)                The Company shall have delivered to each Purchaser a Secretary’s certificate certifying to (i) the formation and good standing of the Company in its jurisdiction of organization; (ii) qualification by such entity as a foreign corporation and good standing issued by the Secretary of State of the State of Georgia as of a date within 30 days of the Closing Date; and (iii) (a) the resolutions as adopted by the Company’s Board of Directors authorizing the Transaction Documents and the Transactions, and (b) the accuracy of attached copies of the certificate of incorporation and bylaws of the Company and such other matters as reasonably requested by the Purchasers and as are customary for similar transactions.

Section 7. Termination; Survival. This Agreement may be terminated and the sale and purchase of the Securities abandoned at any time prior to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the 11 ^th business day after the date of this Agreement; provided , however , that the right to terminate this Agreement under this Section 7(a) shall not be available to any party whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. Nothing in this Section 7(a) shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of the Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under the Transaction Documents. In the event of a termination pursuant to this Section 7(a) , the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section 7(a) , the Company and the non-terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom.

Section 8. Indemnification.

(a)                 In consideration of each Purchaser’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the other obligations of the Company under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Purchaser and such Purchasers’ stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (each, an “ Indemnitee ” and collectively, the “ Indemnitees ”), as incurred, from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “ Indemnified Liabilities ”), incurred by any Indemnitee as a result of, or arising out of, or relating to the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by each of the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. If a third party claim in respect of Indemnified Liabilities involves more than one Indemnitee, the Indemnitees shall conduct the defense through the same legal counsel, at indemnitor’s expense, acceptable to all Indemnitees, provided that an Indemnitee may employ separate counsel, at indemnitor’s expense, if representation by the same legal counsel would be inappropriate due to differing interests between the Indemnitees.

Section 9. Miscellaneous.

(a)                 Notices . Any notice or other communication required or permitted to be provided hereunder shall be in writing and shall be delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile, or overnight air courier guaranteeing next day delivery. The address for such notices and communications shall be as follows:

If to the Company:

5835 Peachtree Corners East, Suite D
Atlanta, Georgia 30092
Attn: Chief Executive Officer
Facsimile: 770-242-8639

With a copy to:

Jones Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309
Attn: John E. Zamer
Facsimile: 404-581-8330

If to a Purchaser:

To the address set forth under such Purchaser’s name on its signature page to this Agreement, or such other address as may be designated in writing hereafter by such Purchaser.

All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Failure to provide a notice or communication to one party hereto or any defect in it shall not affect its sufficiency with respect to other parties hereto.

(b)                Adjustments in Securities Numbers and Prices . In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof and prior to the Closing, each reference in any Transaction Document to a number of Securities or a price per Security shall be deemed to be amended to appropriately account for such event. The Company shall give to each Purchaser notice of any such event described hereinabove within one (1) business day of its occurrence, or of any notice given or announcement in respect thereof.

(c)                 Independent Nature of Purchaser’s Obligations and Rights . The obligations of each Purchaser under this Agreement are several and not joint with the obligations of each other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchaser as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any other Transaction Document. Each Purchaser acknowledges that no other Purchaser will be acting as agent of such Purchaser in enforcing its rights under this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any Purchaser.

(d)                Governing Law; Jurisdiction; Jury Trial; Etc. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Agreement or any transaction contemplated hereby. If either party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.

(e)                 Amendments and Waivers . No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers holding or having the right to acquire 66 2/3% of the Securities at the time of such amendment (which amendment shall be binding on all Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; provided , that any amendment, waiver modification or supplement of this Agreement that modifies the Investment Amount of, or number of Securities to be acquired by, any Purchaser may be effected only pursuant to a written instrument signed by the Company and such Purchaser. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

(f)                 Entire Agreement . This Agreement supersedes all other prior oral or written agreements among the parties hereto and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, none of the parties hereto makes any representation, warranty, covenant or undertaking with respect to such matters.

(g)                Successors and Assigns . This Agreement binds and benefits the parties and their respective permitted successors and assigns. This Section 9(g) does not address, directly or indirectly, whether a party may assign its rights or delegate its performance under this Agreement.

(h)                No Assignment; No Delegation . No party may assign any of its rights under this Agreement, except with the prior written consent of the other parties, provided a Purchaser may assign without consent its rights to purchase Securities to an affiliate or any Person that shares a common discretionary investment adviser with the Purchaser. All assignments of rights are prohibited under this Agreement, whether they are voluntary or involuntary, by merger (regardless of whether the party is the surviving or disappearing entity), consolidation, dissolution, operation of law, or any other manner. For purposes of this Section 9(h) , a “change of control” is deemed an assignment of rights. No party may delegate any performance under this Agreement. Any purported assignment of rights or delegation of performance in violation of this Section 9(h) is void.

(i)                  Execution. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, or by email delivery of a “.pdf” format data file, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile or digital signature were the original thereof.

(j)                  Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding, and enforceable.

(k)                No Construction Against the Drafter . Each party has participated in negotiating and drafting this Agreement, so if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the parties had drafted it jointly, as opposed to being construed against a party because it was responsible for drafting one or more provisions of this Agreement.

(l)                  Headings . The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(m)              No Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that (i) the Placement Agent is an intended third party beneficiary of (A) the Purchasers’ representations and warranties set forth in Section 2 and (B) the Company’s representations and warranties set forth in Section 3 and (ii) the Placement Agent shall be entitled to rely upon the legal opinion identified in Section 6(f) pursuant to the reliance letter referenced in Section 6(f).

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

NAME OF PURCHASER:

Cranshire Capital Master Fund, Ltd. ___ _____

By: /s/ Keith A. Goodman
Name: Keith A. Goodman

Title: Authorized Signatory

Aggregate Purchase Price (“ Investment Amount ”):

$ 200,000.24___________

Number of Preferred Shares to be Acquired:

200 ___________________

Warrants to be Acquired (number of Warrant Shares, to be split into two equal tranches):

294,118 ________________

Tax ID No.: ____________________

Address for Notice/Residency of Purchaser:

__________________________________
__________________________________
__________________________________

Telephone No.: _______________________

Facsimile No.: ________________________

E-mail Address: ________________________

Attention: _______________________

Delivery Instructions:

(if different than above)

c/o _______________________________

Street: ____________________________

City/State/Zip: ______________________

Attention: __________________________

NAME OF PURCHASER:

Equitec Specialists, LLC ___ _____

By: /s/ Keith A. Goodman
Name: Keith A. Goodman

Title: Authorized Signatory

Aggregate Purchase Price (“ Investment Amount ”):

$ 50,000.40 __________

Number of Preferred Shares to be Acquired:

50 _ __________________

Warrants to be Acquired (number of Warrant Shares, to be split into two equal tranches):

73,530_______ __________

Tax ID No.: ____________________

Address for Notice/Residency of Purchaser:

__________________________________
__________________________________
__________________________________

Telephone No.: _______________________

Facsimile No.: ________________________

E-mail Address: ________________________

Attention: _______________________

Delivery Instructions:

(if different than above)

c/o _______________________________

Street: ____________________________

City/State/Zip: ______________________

Attention: __________________________

NAME OF PURCHASER:

Ronald Hart ___ _____

By: /s/ Ronald Hart
Name: Ronald Hart

Title:

Aggregate Purchase Price (“ Investment Amount ”):

$ 25,000.00 __________

Number of Preferred Shares to be Acquired:

25 ____________________

Warrants to be Acquired (number of Warrant Shares, to be split into two equal tranches):

36,765_______ __________

Tax ID No.: ____________________

Address for Notice/Residency of Purchaser:

__________________________________
__________________________________
__________________________________

Telephone No.: _______________________

Facsimile No.: ________________________

E-mail Address: ________________________

Attention: _______________________

Delivery Instructions:

(if different than above)

c/o _______________________________

Street: ____________________________

City/State/Zip: ______________________

Attention: __________________________

NAME OF PURCHASER:

Capital Ventures International by Heights Capital Management its Authorized Agent ___ _____

By: /s/ Martin Kobinger
Name: Martin Kobinger

Title: Investment Manager

Aggregate Purchase Price (“ Investment Amount ”):

$300,000 __________

Number of Preferred Shares to be Acquired:

300 ______________________

Warrants to be Acquired (number of Warrant Shares, to be split into two equal tranches):

441,176_______ __________

Tax ID No.: ____________________

Address for Notice/Residency of Purchaser:

__________________________________
__________________________________
__________________________________

Telephone No.: _______________________

Facsimile No.: ________________________

E-mail Address: ________________________

Attention: _______________________

Delivery Instructions:

(if different than above)

c/o _______________________________

Street: ____________________________

City/State/Zip: ______________________

Attention: __________________________

NAME OF PURCHASER:

John E. Imhoff ___ _____

By: /s/ John E. Imhoff
Name: John E. Imhoff

Title:

Aggregate Purchase Price (“ Investment Amount ”):

$ 500,000.00 __________

Number of Preferred Shares to be Acquired:

500 ____________________

Warrants to be Acquired (number of Warrant Shares, to be split into two equal tranches):

735,294_______ __________

Tax ID No.: ____________________

Address for Notice/Residency of Purchaser:

__________________________________
__________________________________
__________________________________

Telephone No.: _______________________

Facsimile No.: ________________________

E-mail Address: ________________________

Attention: _______________________

Delivery Instructions:

(if different than above)

c/o _______________________________

Street: ____________________________

City/State/Zip: ______________________

Attention: __________________________

NAME OF PURCHASER:

Lynne H. Imhoff ___ _____

By: /s/ Lynne H. Imhoff
Name: Lynne H. Imhoff

Title:

Aggregate Purchase Price (“ Investment Amount ”):

$ 100,000.00 __________

Number of Preferred Shares to be Acquired:

100 ____________________

Warrants to be Acquired (number of Warrant Shares, to be split into two equal tranches):

147,059_______ __________

Tax ID No.: ____________________

Address for Notice/Residency of Purchaser:

__________________________________
__________________________________
__________________________________

Telephone No.: _______________________

Facsimile No.: ________________________

E-mail Address: ________________________

Attention: _______________________

Delivery Instructions:

(if different than above)

c/o _______________________________

Street: ____________________________

City/State/Zip: ______________________

Attention: __________________________

NAME OF PURCHASER:

Alpha Capital Anstalt ___ _____

By: /s/ Konrad Ackermann
Name: Konrad Ackermann

Title: Director

Aggregate Purchase Price (“ Investment Amount ”):

$ 500,000.00 __________

Number of Preferred Shares to be Acquired:

500 ____________________

Warrants to be Acquired (number of Warrant Shares, to be split into two equal tranches):

735,294_______ __________

Tax ID No.: ____________________

Address for Notice/Residency of Purchaser:

__________________________________
__________________________________
__________________________________

Telephone No.: _______________________

Facsimile No.: ________________________

E-mail Address: ________________________

Attention: _______________________

Delivery Instructions:

(if different than above)

c/o _______________________________

Street: ____________________________

City/State/Zip: ______________________

Attention: __________________________

NAME OF PURCHASER:

Dolores Maloof ___ _____

By: /s/ Dolores Maloof
Name: Dolores Maloof

Title:

Aggregate Purchase Price (“ Investment Amount ”):

$ 102,000.00 __________

Number of Preferred Shares to be Acquired:

102 ____________________

Warrants to be Acquired (number of Warrant Shares, to be split into two equal tranches):

150,000_______ __________

Tax ID No.: ____________________

Address for Notice/Residency of Purchaser:

__________________________________
__________________________________
__________________________________

Telephone No.: _______________________

Facsimile No.: ________________________

E-mail Address: ________________________

Attention: _______________________

Delivery Instructions:

(if different than above)

c/o _______________________________

Street: ____________________________

City/State/Zip: ______________________

Attention: __________________________

NAME OF PURCHASER:

David B. Musket ___ _____

By: /s/ David B. Musket
Name: David B. Musket

Title:

Aggregate Purchase Price (“ Investment Amount ”):

$ 500,000.00 __________

Number of Preferred Shares to be Acquired:

500 ___________________

Warrants to be Acquired (number of Warrant Shares, to be split into two equal tranches):

735,294_______ __________

Tax ID No.: ____________________

Address for Notice/Residency of Purchaser:

__________________________________
__________________________________
__________________________________

Telephone No.: _______________________

Facsimile No.: ________________________

E-mail Address: ________________________

Attention: _______________________

Delivery Instructions:

(if different than above)

c/o _______________________________

Street: ____________________________

City/State/Zip: ______________________

Attention: __________________________

NAME OF PURCHASER:

Promed Partners, L.P. ___ _____

By: /s/ David B. Musket
Name: David B. Musket

Title: General Partner

Aggregate Purchase Price (“ Investment Amount ”):

$ 150,000.00 __________

Number of Preferred Shares to be Acquired:

150 ___________________

Warrants to be Acquired (number of Warrant Shares, to be split into two equal tranches):

220,588_______ __________

Tax ID No.: ____________________

Address for Notice/Residency of Purchaser:

__________________________________
__________________________________
__________________________________

Telephone No.: _______________________

Facsimile No.: ________________________

E-mail Address: ________________________

Attention: _______________________

Delivery Instructions:

(if different than above)

c/o _______________________________

Street: ____________________________

City/State/Zip: ______________________

Attention: __________________________

NAME OF PURCHASER:

The Whittemore Collection, Ltd. ___ _____

By: /s/ Stephen J. Suddney
Name: Stephen J. Suddney

Title: Vice President

Aggregate Purchase Price (“ Investment Amount ”):

$ 100,000.00 __________

Number of Preferred Shares to be Acquired:

100 ___________________

Warrants to be Acquired (number of Warrant Shares, to be split into two equal tranches):

147,059_______ __________

Tax ID No.: ____________________

Address for Notice/Residency of Purchaser:

__________________________________
__________________________________
__________________________________

Telephone No.: _______________________

Facsimile No.: ________________________

E-mail Address: ________________________

Attention: _______________________

Delivery Instructions:

(if different than above)

c/o _______________________________

Street: ____________________________

City/State/Zip: ______________________

Attention: ______________________

Exhibit 10.2

EXECUTION VERSION

WARRANT (TRANCHE A)

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.

guided therapeutics, INC.
COMMON STOCK WARRANT

TRANCHE A

GUIDED THERAPEUTICS, INC., a Delaware corporation (the “ Company ”), for value received, hereby certifies that ____________________ or its registered assigns (the “ Holder ”) is entitled, subject to the provisions hereof, to purchase from the Company, at any time or from time to time during the Exercise Period (as defined in Section 5 ), that number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (as defined in Section 5 ) of the Company (the “ Warrant Shares ”) listed in the table above at the Warrant Price listed in the table above, all subject to the terms, conditions and adjustments set forth below in this warrant (this warrant, and any new warrant issued pursuant to the terms hereof, being referred to herein as a “ Warrant ”).

1.                   Exercise of Warrant .

1.1               Manner of Exercise . This Warrant may be exercised by the Holder, in whole or in part, during normal business hours on any Business Day by delivering at the principal executive office of the Company the Warrant and a notice of exercise in the form of Schedule I (an “ Exercise Notice ”) duly executed by such Holder accompanied by payment of the Warrant Price for the number of Warrant Shares designated in the Exercise Notice as to which this Warrant is to be exercised, which payment shall be:

1.1.1         in cash or by certified or official bank check payable to the order of the Company or by wire transfer in the amount obtained by multiplying (a) the number of Warrant Shares designated in the Exercise Notice by (b) the Warrant Price; or

1.1.2         if, on any Exercise Date, (a) there is not an effective Registration Statement (as defined in the Registration Rights Agreement, dated as of the date of this Warrant, among the Company and the several purchasers party thereto) registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, and (b) the Warrant Shares are not then eligible to be sold without restriction under Rule 144 under the Securities Act, then the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise,” in which the Company shall issue to the Holder the number of Warrant Shares determined as follows:

X = Y [(A – B)/A]

where:

X = the number of Warrants Shares to be issued to the Holder.

Y = the total number of Warrant Shares with respect to which this Warrant is being exercised.

A = the average of the Market Price of the Common Stock for the five consecutive trading days ending on the date immediately preceding the Exercise Date.

B = the Warrant Price then in effect for the applicable Warrant Shares at the time of such exercise.

1.2               Intentionally Deleted.

1.3               When Exercise Effective . Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which the Exercise Notice is delivered to the Company as provided in Section 1.1 . At such time, the Person or Persons in whose name or names any certificate or certificates for Warrant Shares shall be issuable upon such exercise as provided in Section 1.4 shall be deemed to have become the stockholder(s) of record thereof.

1.4               Delivery of Stock Certificates, Failure to Deliver Shares, etc .

1.4.1         As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within two (2) Business Days thereafter, the Company at its expense will cause to be issued to and delivered or registered in the name of the Holder hereof or, subject to Section 3 , as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price (as defined in Section 5 ) per share on the Business Day next preceding the date of such exercise. If the Company’s transfer agent is participating in the Depository Trust Company (“ DTC ”) Fast Automated Securities Transfer program and the Warrant Shares may be issued as book-entry shares pursuant to such program, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system (“ DTC Transfer ”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend to the extent required by law. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1 .

1.4.2         Notwithstanding the Company’s obligations under Section 1.4.1 , if the Company shall fail, for any reason or for no reason, to issue to the Holder within the later of (i) three (3) trading days after receipt of an Exercise Notice and (ii) two (2) trading days after the Company’s receipt of the Warrant Price (or valid notice of a cashless exercise pursuant to Section 1.1.2 ) (such later date, the “ Share Delivery Deadline ”), a certificate for the number of Warrant Shares to which the Holder is entitled and register such Warrant Shares on the Company’s share register or to credit the Holder’s balance account with DTC for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case may be) (a “ Delivery Failure ”), and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of Warrant Shares issuable upon such exercise that the Holder so anticipated receiving from the Company (such sale, a “ Resale ”), then, within three (3) Business Days, the Company shall, at the Holder’s option, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “ Buy-In Price ”), at which point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon exercise (as the case may be) (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Warrant Shares or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon exercise (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock so purchased multiplied by (B) the gross per share sale price in connection with the Resale. The foregoing remedy for any Delivery Failure shall be the Holders sole remedy for such Delivery Failure.

1.5               Limitations on Exercises . Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that after giving effect to such exercise the Holder (together with any of its affiliates) would beneficially own in excess of 4.99% (the “ Maximum Percentage ”) of the Common Stock. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable ( vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as the case may be, as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act (as defined in the Purchase Agreement) and the rules and regulations promulgated thereunder. The provisions of this Section 1.5 shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1.5 to correct this Section 1.5 (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. At any time the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in a written notice by the Holder to the Company (subject to the Company’s consent to any such increase, not to be unreasonably withheld); provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other holder of Warrants of like tenor.

1.6               Representations of the Company . The Company represents, warrants and acknowledges to the Holder that:

(a)                 it is a corporation duly formed and validly existing in the State of Delaware;

(b)                it will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, the number of Warrant Shares (or Other Securities) from time to time issuable upon the exercise of the Warrant at the time outstanding. All such securities shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable with no liability on the part of the holders thereof;

(c)                 this Warrant has been duly authorized and approved by all requisite action of the Company, and constitutes a valid and binding agreement of the Company; and

(d)                when issued in accordance with the terms of this Warrant, the Warrant Shares will be duly authorized and validly issued, fully paid and nonassessable.

2.                   Warrant Adjustments .

2.1               Reclassification, Exchange, and Substitution . If the Warrant Shares shall be changed into the same or a different number of shares of the same or any other class or classes of stock or other securities of the Company, including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Holder shall, on its exercise, be entitled to receive the kind and number of shares of Common Stock or Other Securities that the Holder would have owned or been entitled to receive had such Warrant been exercised in full immediately prior to the happening of such reclassification, exchange or substitution for the same aggregate consideration. If the Company shall at any time change its Common Stock or Other Securities, as the case may be, into the same or a different number of shares of the same or any other class or classes of stock or Other Securities, as the case may be, the Warrant Price then in effect immediately before that reclassification, exchange or substitution shall be adjusted by multiplying the Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock or Other Securities, as the case may be, purchasable upon the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of shares of Common Stock or Other Securities, as the case may be, purchasable immediately thereafter. An adjustment made pursuant to this Section 2.1 shall become effective immediately after the effective date of such event. Such adjustment shall be made successively whenever such an event occurs.

2.2               Reorganization, Mergers or Consolidations . In the event of a reorganization, merger or consolidation of the Company with or into another entity, then, as part of such reorganization, merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, at any time prior to the end of the Exercise Period and upon payment of the Warrant Price then in effect, the number of shares of Common Stock or Other Securities or property of the Company, or of the successor corporation resulting from such reorganization, merger or consolidation, to which the Holder would have been entitled in such reorganization, merger, or consolidation if this Warrant had been exercised immediately before that reorganization, merger or consolidation. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the reorganization, merger or consolidation to the end that the provisions of this Warrant (including adjustment of the Warrant Price then in effect and number of shares of Common Stock purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any Common Stock or Warrants or other property deliverable after the event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice pursuant to Section 7 . That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and specify the Warrant Price then in effect after the adjustment and the increased or decreased number of Warrant Shares purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this Warrant. Notwithstanding the foregoing, in the event of any transaction described in this Section 2.2 in which the consideration to be received by holders of Common Stock is payable only in cash, the Holder shall be entitled only to cash in the amount, if any, that such cash payment per share exceeds the Warrant Price.

2.3               Black-Scholes Redemption . Notwithstanding the provisions of Section 2.2 , at the request of the Holder delivered in writing no later than 20 days following the public disclosure by the Company of a Fundamental Transaction (as defined below) pursuant to a current report on Form 8-K filed with the SEC, the Company shall purchase this Warrant from the Holder coincident with, and conditioned upon the closing of such Fundamental Transaction and the surrender by the Holder prior thereto to the Company of this Warrant for cancelation, by paying to the Holder cash in an amount equal to the Black-Scholes Value (as defined below). For purposes of this Section 2.3 : (a)  “ Fundamental Transaction ” means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company is the surviving corporation) any other person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other person, or (3) allow any other person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock (not including any shares of Voting Stock held by the person or persons making or party to, or associated or affiliated with the persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person whereby such other person acquires more than 50% of the outstanding shares of Voting Stock (not including any shares of Voting Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination), or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock; (b) “ Voting Stock ” of means the capital stock of the Company of the class or classes pursuant to which the holders thereof have the general voting power to elect, or the general power to appoint, at least a majority of the Company’s board of directors (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency); and (c) “ Black-Scholes Value ” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day immediately following such public announcement of the Fundamental Transaction and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of such date of request and (ii) an expected volatility equal to the greater of (A) sixty percent (60%) and (B) the one hundred (100) day volatility obtained from the HVT function on Bloomberg determined as of the Business Day immediately prior to the announcement of the Fundamental Transaction.

2.4               Intentionally Deleted.

2.5               Form of Warrant after Adjustments . The form of this Warrant need not be changed because of any adjustments in the Warrant Price or number or kind of the shares of Common Stock purchasable pursuant to this Warrant, and Warrants theretofore or hereunder issued may continue to express the same price and number and kind of shares as are stated in this Warrant, as initially issued; provided, however, that the Company may, at any time in its sole discretion (which shall be conclusive), make any change in the form of Warrant that it may deem appropriate and that does not affect the substance thereof. Any Warrant thereafter issued, whether upon registration of transfer of, or in exchange or substitution for, an outstanding Warrant may be in the form so changed.

3.                   Restrictions on Transfer .

3.1               Restrictive Legends . To the extent required by law and except as otherwise permitted by this Section 3 , each Warrant originally issued, each Warrant issued upon direct or indirect transfer, each certificate for Common Stock (or Other Securities) issued upon the exercise of any Warrant, and each certificate issued upon the direct or indirect transfer of any such Common Stock (or Other Securities), shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR EXEMPTION THEREFROM AND ANY APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM.”

3.2               Notice of Proposed Transfer; Opinions of Counsel . Prior to any transfer of any Restricted Securities that are not registered under an effective registration statement under the Securities Act (other than a transfer pursuant to Rule 144, Rule 144A or any comparable rule under such Act), the Holder thereof will give written notice to the Company of such Holder’s intention to effect such transfer and to comply in all other respects with this Section 3.2 . Each such notice shall (a) describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinion referred to below, and (b) designate counsel for the Holder giving such notice, which counsel shall be reasonably satisfactory to the Company. The Holder giving such notice will submit a copy thereof to the counsel designated in such notice. The following provisions shall then apply:

3.2.1         If in the written opinion of such counsel for the Holder, obtained at the Holder’s sole cost and expense and a copy of which shall be delivered to the Company and shall be reasonably satisfactory in form, scope and substance to the Company, the proposed transfer may be effected without registration of such Restricted Securities under the Securities Act or applicable state securities laws, such Holder shall thereupon be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by such Holder to the Company. Each Restricted Security or certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1 unless, in the opinion of such counsel, such legend is no longer required to insure compliance with the Securities Act and applicable state securities laws; and

3.2.2         If the opinion of such counsel rendered pursuant to the foregoing subdivision 3.2.1 is not to the effect that the proposed transfer may legally be effected without registration of such Restricted Securities under the Securities Act or applicable state securities laws (such opinion to state the basis of the legal conclusions reached therein), such Holder shall not be entitled to transfer such Restricted Securities (other than a transfer pursuant to Rule 144, Rule 144A or any comparable rule under the Securities Act) until receipt by the Company of a further notice and a further opinion of counsel for such Holder to the effect stated in Section 3.2.1 above or until registration of such Restricted Securities under the Securities Act and applicable state securities laws has become effective.

3.3               Termination of Restrictions . The restrictions imposed by this Section 3 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities upon sale of the Restricted Securities in an offering registered under the Securities Act or when, in the opinion of counsel for the Company, such restrictions are no longer required in order to ensure compliance with the Securities Act. Whenever such restrictions shall terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than transfer taxes, if any), new securities of like tenor not bearing the applicable legend set forth in Section 3.1 .

4.                   Ownership, Transfer and Substitution of Warrants . The Company may treat the Person in whose name this Warrant is registered on the register kept at the principal executive office of the Company as the owner and Holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Section 3 , a Warrant, if properly assigned, may be exercised by a new Holder without first having a new Warrant issued.

5.                   Definitions . As used herein, unless the context otherwise requires, the following terms have the following respective meanings:

“ Business Day ” means any day other than a Saturday, Sunday or any other day on which the principal national securities exchange on which the Common Stock is then listed or admitted to trading is not open for business (or, if the Common Stock is not then listed or admitted to trading on any national securities exchange, the over-the-counter market is not open for business).

“ Commission ” means the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act.

“ Common Stock ” means, the common stock, par value $.001 per share (or other common equity interest, however denominated) of the Company and any stock into which such Common Stock shall have been changed or any stock resulting from any reclassification of such Common Stock.

“ Company ” has the meaning specified in the opening paragraph of this Warrant.

“ Exercise Period ” means the date commencing on the date of this Warrant and ending on the Expiration Date indicated in the Warrant Terms table above the opening paragraph of this Warrant.

“ Holder ” has the meaning specified in the opening paragraph of this Warrant.

“ Market Price ” means, per share of Common Stock on any date specified herein, (a) the last sale price on such date of such Common Stock or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange on which such Common Stock is then listed or admitted to trading, or (b) if such Common Stock is not then listed or admitted to trading on any national securities exchange but is trading on the over-the-counter market, the last sale price as reported by OTC Markets Group, Inc., or (c) if neither (a) nor (b) is applicable, a price per share thereof equal to the fair value thereof determined in good faith by a resolution of the Board of Directors as of a date which is within 15 days of the date as of which the determination is to be made.

“ Other Securities ” means any stock (other than Common Stock) and other securities of the Company or any other Person (corporate or otherwise) that the Holder of the Warrant at any time shall be entitled to receive, or shall have received, upon the exercise of the Warrant, in lieu of or in addition to Common Stock, or that at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 2 or otherwise.

“ Person ” means a corporation, an association, a partnership, an organization or business, an individual, a government or political subdivision thereof or a governmental agency.

“ Purchase Agreement ” means the Securities Purchase Agreement, dated as of May 21, 2013, among the Company and the several purchasers party thereto.

“ Restricted Securities ” means (a) any Warrants bearing the applicable legend set forth in Section 3.1 , (b) any Warrant Shares (or Other Securities) issued upon the exercise of Warrants that are evidenced by a certificate or certificates bearing the applicable legend set forth in such Section and (c) any Warrant Shares (or Other Securities) issued subsequent to the exercise of any of the Warrants as a dividend or other distribution with respect to, or resulting from a subdivision of the outstanding shares of Common Stock (or Other Securities) into a greater number of shares by reclassification, stock splits or otherwise, or in exchange for or in replacement of the Common Stock (or Other Securities) issued upon such exercise, which are evidenced by a certificate or certificates bearing the applicable legend set forth in such Section.

“ Securities Act ” means the Securities Act of 1933, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“ Warrant Price ” means the purchase price per share of the Warrant Shares subject to this Warrant indicated in the Warrant Terms table above the opening paragraph of this Warrant, subject to adjustment thereto pursuant to the terms of this Warrant.

“ Warrant Shares ” has the meaning specified in the opening paragraph of this Warrant.

“ Warrants ” has the meaning specified in the opening paragraph of this Warrant.

6.                   No Rights or Liabilities as Stockholder . Nothing contained in this Warrant shall be construed as conferring upon Holder hereof any rights as a stockholder of the Company or as imposing any obligation on such Holder to purchase any securities or as imposing any liabilities on the Holder as a stockholder of the Company, whether such obligation or liabilities are asserted by the Company or by creditors of the Company.

7.                   Notices . All notices and other communications provided for herein shall be delivered or mailed by first class mail, postage prepaid, addressed to:

If to the Holder, the address set forth on the Holder’s signature page to the Purchase Agreement.

If to the Company:

5835 Peachtree Corners East, Suite D
Norcross, GA 30092
Attn: Chief Executive Officer

The address provided in this Section 7 may be modified by the Company by providing the Holder notice in writing; provided , however , that the exercise of any Warrant shall be effective in the manner provided in Section 1 .

8.                   Miscellaneous . This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. Any provision of this Warrant that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the Company waives any provision of law that shall render any provision hereof prohibited or unenforceable in any respect. This Warrant shall be governed by the substantive laws of the State of New York without reference to the choice of law rules thereof. The headings of this Warrant are inserted for convenience only and shall not be deemed to constitute a part hereof.

9.                   Loss, Theft, Destruction or Mutilation of Warrant . Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

10.               Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein is not a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

11.               Expiration . The right to exercise this Warrant shall expire on the Expiration Date.

Guided therapeutics, inc.


By: ___________________________________
Name:_________________________________
Title:__________________________________

Schedule I

Exercise Notice

Ladies and Gentlemen:

(1) The undersigned is the Holder of Warrant No. _____ (the “ Warrant ”) issued by Guided Therapeutics, Inc., a Delaware corporation (the “ Company ”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2) The undersigned hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.

(3) The undersigned intends that payment of the Exercise Price shall be made as (check one):

(4) The undersigned hereby requests that the Company deliver to the undersigned Warrant Shares determined in accordance with the terms of the Warrant. Please issue (check applicable box):

________________________________________________

Name and Contact for Broker: ______________________________________________

Broker no: ____________________________________________________________

Account no: __________________________________________________________

Account holder: _______________________________________________________

(5) The undersigned hereby certifies to the Company, pursuant to the delivery of this Exercise Notice and the applicable Warrant Price as provided in the Warrant, that the representations and warranties contained in Sections 2(a)-(e) of the Purchase Agreement, as applied to the Warrant Shares, are true and correct as of the Exercise Date as if made by the undersigned on the Exercise Date.

Dated:_______________, _____

Name of Holder: ______________________________________________

By: ________________________________________________________

Name: ______________________________________________________

Title: _______________________________________________________

(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

Exhibit 10.3

Execution Version

WARRANT (Tranche B)

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.

guided therapeutics, INC.
COMMON STOCK WARRANT

Tranche B

GUIDED THERAPEUTICS, INC., a Delaware corporation (the “ Company ”), for value received, hereby certifies that ____________________ or its registered assigns (the “ Holder ”) is entitled, subject to the provisions hereof, to purchase from the Company, at any time or from time to time during the Exercise Period (as defined in Section 5 ), that number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (as defined in Section 5 ) of the Company (the “ Warrant Shares ”) listed in the table above at the Warrant Price listed in the table above, all subject to the terms, conditions and adjustments set forth below in this warrant (this warrant, and any new warrant issued pursuant to the terms hereof, being referred to herein as a “ Warrant ”).

1.                   Exercise of Warrant .

1.1               Manner of Exercise . This Warrant may be exercised by the Holder, in whole or in part, during normal business hours on any Business Day by delivering at the principal executive office of the Company the Warrant and a notice of exercise in the form of Schedule I (an “ Exercise Notice ”) duly executed by such Holder accompanied by payment of the Warrant Price for the number of Warrant Shares designated in the Exercise Notice as to which this Warrant is to be exercised, which payment shall be:

1.1.1         in cash or by certified or official bank check payable to the order of the Company or by wire transfer in the amount obtained by multiplying (a) the number of Warrant Shares designated in the Exercise Notice by (b) the Warrant Price; or

1.1.2         if, on any Exercise Date, (a) there is not an effective Registration Statement (as defined in the Registration Rights Agreement, dated as of the date of this Warrant, among the Company and the several purchasers party thereto (the “ Registration Rights Agreement ”) registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, and (b) the Warrant Shares are not then eligible to be sold without restriction under Rule 144 under the Securities Act, then the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise,” in which the Company shall issue to the Holder the number of Warrant Shares determined as follows:

X = Y [(A – B)/A]

where:

X = the number of Warrants Shares to be issued to the Holder.

Y = the total number of Warrant Shares with respect to which this Warrant is being exercised.

A = the average of the Market Price of the Common Stock for the five consecutive trading days ending on the date immediately preceding the Exercise Date.

B = the Warrant Price then in effect for the applicable Warrant Shares at the time of such exercise.

1.2               Mandatory Exercise .

1.2.1         Subject to Section 1.2.2, at any time following (a) the date that is the 30th day after the later of the Company’s receipt of an Approvable Letter (as defined below) for the Company’s LuViva product for cervical cancer and the date on which the Common Stock achieves an average Market Price for twenty (20) consecutive trading days of at least $1.30 with an average daily trading volume during such twenty (20) consecutive trading days of at least 25,000 shares, or (b) the date on which the average Market Price of the Common Stock for 20 consecutive trading days immediately prior to the date of the Demand Notice (defined below) is at least $1.62 and the average daily trading volume of the Common Stock exceeds 25,000 shares for such 20 consecutive trading days, the Company may deliver notice to the Holder, pursuant to Section 7 , demanding exercise of this Warrant by the Holder (such notice, a “ Demand Notice ”); provided , however , that if, in the case of either of the foregoing clauses (a) or (b), on such date, (i) there is not an effective Registration Statement (as defined in the Registration Rights Agreement) registering, or no current prospectus available for, the resale of the Warrant Shares, or (ii) the Warrant Shares are not then eligible to be sold without restriction under Rule 144 under the Securities Act, then the such date shall be delayed until the Market Price and trading volume requirements of clauses (a) or (b), as the case may be, are first satisfied after such time that either (X) there is an effective Registration Statement (as defined in the Registration Rights Agreement) registering, and a current prospectus available for, the resale of the Warrant Shares, or (Y) the Warrant Shares are eligible to be sold without restriction under Rule 144 under the Securities Act.. Upon receipt of a Demand Notice, the Holder shall, no later than five (5) Business Days after receipt of such notice, exercise this Warrant pursuant to Section 1.1 . Should the Holder not so timely exercise this Warrant subsequent to its receipt of the Demand Notice as required hereinabove, this Warrant shall thereupon, without any further action of the Company or the Holder, expire and have no further force or effect. For purposes of this Section 1.2 , an “ Approvable Letter ” means a letter from the U.S. Food and Drug Administration (the “ FDA ”) informing the applicant that it has completed its review of the application and determined that there needs to be resolution of minor deficiencies, which are identified in such letter (21 CFR 814.44(e)), and/or completion of an FDA inspection that finds the manufacturing facilities, methods, and controls in compliance with the Quality System (QS) regulation, 21 CFR Part 820, and, if applicable, verifies records pertinent to the PMA as per 21 CFR 814.44(e)(1)(ii), and no other material requirements. The average Market Prices and share trading volumes provided for in this Section 1.2.1 shall be appropriately adjusted for any stock splits, stock dividends, and the like occurring after the date of issuance of this Warrant.

1.2.2         Notwithstanding anything to the contrary in Section 1.2.1 , the Company shall be prohibited from delivering a Demand Notice as long as, on the date such Demand Notice would otherwise be permitted, the Holder would otherwise be permitted to effect a “cashless exercise” pursuant to Section 1.1.2 .

1.3               When Exercise Effective . Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which the Exercise Notice is delivered to the Company as provided in Section 1.1 . At such time, the Person or Persons in whose name or names any certificate or certificates for Warrant Shares shall be issuable upon such exercise as provided in Section 1.4 shall be deemed to have become the stockholder(s) of record thereof.

1.4               Delivery of Stock Certificates, Failure to Deliver Shares, etc .

1.4.1         As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within two (2) Business Days thereafter, the Company at its expense will cause to be issued to and delivered or registered in the name of the Holder hereof or, subject to Section 3 , as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price (as defined in Section 5 ) per share on the Business Day next preceding the date of such exercise. If the Company’s transfer agent is participating in the Depository Trust Company (“ DTC ”) Fast Automated Securities Transfer program and the Warrant Shares may be issued as book-entry shares pursuant to such program, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system (“ DTC Transfer ”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend to the extent required by law. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1 .

1.4.2         Notwithstanding the Company’s obligations under Section 1.4.1 , if the Company shall fail, for any reason or for no reason, to issue to the Holder within the later of (i) three (3) trading days after receipt of an Exercise Notice and (ii) two (2) trading days after the Company’s receipt of the Warrant Price (or valid notice of a cashless exercise pursuant to Section 1.1.2 ) (such later date, the “ Share Delivery Deadline ”), a certificate for the number of Warrant Shares to which the Holder is entitled and register such Warrant Shares on the Company’s share register or to credit the Holder’s balance account with DTC for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case may be) (a “ Delivery Failure ”), and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of Warrant Shares issuable upon such exercise that the Holder so anticipated receiving from the Company (such sale, a “ Resale ”), then, within three (3) Business Days, the Company shall, at the Holder’s option, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “ Buy-In Price ”), at which point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon exercise (as the case may be) (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Warrant Shares or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon exercise (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock so purchased multiplied by (B) the gross per share sale price in connection with the Resale. The foregoing remedy for any Delivery Failure shall be the Holders sole remedy for such Delivery Failure.

1.5               Limitations on Exercises . Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that after giving effect to such exercise the Holder (together with any of its affiliates) would beneficially own in excess of 4.99% (the “ Maximum Percentage ”) of the Common Stock. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable ( vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as the case may be, as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act (as defined in the Purchase Agreement) and the rules and regulations promulgated thereunder. The provisions of this Section 1.5 shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1.5 to correct this Section 1.5 (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. At any time the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in a written notice by the Holder to the Company (subject to the Company’s consent to any such increase, not to be unreasonably withheld); provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other holder of Warrants of like tenor.

1.6               Representations of the Company . The Company represents, warrants and acknowledges to the Holder that:

(a)                 it is a corporation duly formed and validly existing in the State of Delaware;

(b)                it will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, the number of Warrant Shares (or Other Securities) from time to time issuable upon the exercise of the Warrant at the time outstanding. All such securities shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and nonassessable with no liability on the part of the holders thereof;

(c)                 this Warrant has been duly authorized and approved by all requisite action of the Company, and constitutes a valid and binding agreement of the Company; and

(d)                when issued in accordance with the terms of this Warrant, the Warrant Shares will be duly authorized and validly issued, fully paid and nonassessable.

2.                   Warrant Adjustments .

2.1               Reclassification, Exchange, and Substitution . If the Warrant Shares shall be changed into the same or a different number of shares of the same or any other class or classes of stock or other securities of the Company, including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Holder shall, on its exercise, be entitled to receive the kind and number of shares of Common Stock or Other Securities that the Holder would have owned or been entitled to receive had such Warrant been exercised in full immediately prior to the happening of such reclassification, exchange or substitution for the same aggregate consideration. If the Company shall at any time change its Common Stock or Other Securities, as the case may be, into the same or a different number of shares of the same or any other class or classes of stock or Other Securities, as the case may be, the Warrant Price then in effect immediately before that reclassification, exchange or substitution shall be adjusted by multiplying the Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock or Other Securities, as the case may be, purchasable upon the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of shares of Common Stock or Other Securities, as the case may be, purchasable immediately thereafter. An adjustment made pursuant to this Section 2.1 shall become effective immediately after the effective date of such event. Such adjustment shall be made successively whenever such an event occurs.

2.2               Reorganization, Mergers or Consolidations . In the event of a reorganization, merger or consolidation of the Company with or into another entity, then, as part of such reorganization, merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, at any time prior to the end of the Exercise Period and upon payment of the Warrant Price then in effect, the number of shares of Common Stock or Other Securities or property of the Company, or of the successor corporation resulting from such reorganization, merger or consolidation, to which the Holder would have been entitled in such reorganization, merger, or consolidation if this Warrant had been exercised immediately before that reorganization, merger or consolidation. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the reorganization, merger or consolidation to the end that the provisions of this Warrant (including adjustment of the Warrant Price then in effect and number of shares of Common Stock purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any Common Stock or Warrants or other property deliverable after the event upon exercise of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice pursuant to Section 7 . That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and specify the Warrant Price then in effect after the adjustment and the increased or decreased number of Warrant Shares purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this Warrant. Notwithstanding the foregoing, in the event of any transaction described in this Section 2.2 in which the consideration to be received by holders of Common Stock is payable only in cash, the Holder shall be entitled only to cash in the amount, if any, that such cash payment per share exceeds the Warrant Price.

2.3               Black-Scholes Redemption . Notwithstanding the provisions of Section 2.2 , at the request of the Holder delivered in writing no later than 20 days following the public disclosure by the Company of a Fundamental Transaction (as defined below) pursuant to a current report on Form 8-K filed with the SEC, the Company shall purchase this Warrant from the Holder coincident with, and conditioned upon the closing of such Fundamental Transaction and the surrender by the Holder prior thereto to the Company of this Warrant for cancelation, by paying to the Holder cash in an amount equal to the Black-Scholes Value (as defined below). For purposes of this Section 2.3 : (a)  “ Fundamental Transaction ” means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company is the surviving corporation) any other person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other person, or (3) allow any other person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock (not including any shares of Voting Stock held by the person or persons making or party to, or associated or affiliated with the persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person whereby such other person acquires more than 50% of the outstanding shares of Voting Stock (not including any shares of Voting Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination), or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock; (b) “ Voting Stock ” of means the capital stock of the Company of the class or classes pursuant to which the holders thereof have the general voting power to elect, or the general power to appoint, at least a majority of the Company’s board of directors (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency); and (c) “ Black-Scholes Value ” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day immediately following such public announcement of the Fundamental Transaction and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of such date of request and (ii) an expected volatility equal to the greater of (A) sixty percent (60%) and (B) the one hundred (100) day volatility obtained from the HVT function on Bloomberg determined as of the Business Day immediately prior to the announcement of the Fundamental Transaction.

2.4               Issuance of Additional Shares of Common Stock .

2.4.1         Until the Expiration Date indicated in the Warrant Terms table above the opening paragraph of this Warrant, if the Company shall, without the consent of the Holder of this Warrant, issue any Common Stock, except for the Excepted Issuances (as defined in the Certificate of Designations), prior to the complete exercise of this Warrant for a consideration less than the Warrant Price that would be in effect at the time of such issuance, then, and thereafter successively upon each such issuance, the Warrant Price shall be reduced to such other lower price to the extent this Warrant remains outstanding and unexercised.

2.4.2         For purposes of the foregoing adjustment: (a) the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into Common Stock or of any warrant, right or option to purchase Common Stock (each, an “ Option ”), shall result in an adjustment to the Warrant Price upon the issuance of the above-described security, debt instrument, warrant, right, or option if such issuance is at a price lower than the Warrant Price in effect upon such issuance and again at any time upon any actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than the Warrant Price in effect upon any actual, permitted, optional, or allowed such issuance; (b) Common Stock issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.001 per share of Common Stock; and (c) a convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance will be deemed to have been issued for the actual cash amount received by the Company in consideration of such convertible instrument.

2.4.3         If any Option is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (the “ Primary Security ”, and such Option, a “ Secondary Security ”), together comprising one integrated transaction, the consideration per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common Stock was issued in such integrated transaction (or was deemed to be issued pursuant to the above anti-dilution provisions) solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the Black-Scholes Option Value (as defined below) of such Options. If any such Options are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Option but not for the purpose of the calculation of the Black-Scholes Option Value) will be deemed to be the net amount of consideration received by the Company therefor. If any such Options are issued or sold for a consideration other than cash (for the purpose of determining the consideration paid for such Option, but not for the purpose of the calculation of the Black-Scholes Option Value), the amount of such consideration received by the Company will be the fair value of such consideration. The fair value of any such consideration will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “ Valuation Event ”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. As used hereinabove, the “ Black Scholes-Option Value ” means the value of the applicable Option based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the date of issuance of such Option and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option as of such date and (ii) an expected volatility equal to the greater of (A) sixty percent (60%) and (B) the one hundred (100) day volatility obtained from the HVT function on Bloomberg determined as of the Business Day immediately prior to the date of issuance of such Option.

2.4.4         Upon any reduction of the Warrant Price, the number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 2.4 ) be issuable on such exercise by a fraction of which (a) the numerator is the Warrant Price that would otherwise (but for the provisions of this Section 2.4 ) be in effect, and (b) the denominator is the Warrant Price in effect on the date of such exercise.

2.4.5         The Company shall give to Holder notice of any event described in this Section 2.4 within one (1) Business Day of its occurrence, or of any notice given or announcement in respect thereof.

2.4.6         The reduction of the Warrant Price described in this Section 2.4 is in addition to the other rights of the Holder described in the Certificate of Designations, the Purchase Agreement, and any other agreement referred to or entered into in connection with the issuance of this Warrant to which Holder and the Company are parties.

2.5               Form of Warrant after Adjustments . The form of this Warrant need not be changed because of any adjustments in the Warrant Price or number or kind of the shares of Common Stock purchasable pursuant to this Warrant, and Warrants theretofore or hereunder issued may continue to express the same price and number and kind of shares as are stated in this Warrant, as initially issued; provided, however, that the Company may, at any time in its sole discretion (which shall be conclusive), make any change in the form of Warrant that it may deem appropriate and that does not affect the substance thereof. Any Warrant thereafter issued, whether upon registration of transfer of, or in exchange or substitution for, an outstanding Warrant may be in the form so changed.

3.                   Restrictions on Transfer .

3.1               Restrictive Legends . To the extent required by law and except as otherwise permitted by this Section 3 , each Warrant originally issued, each Warrant issued upon direct or indirect transfer, each certificate for Common Stock (or Other Securities) issued upon the exercise of any Warrant, and each certificate issued upon the direct or indirect transfer of any such Common Stock (or Other Securities), shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR EXEMPTION THEREFROM AND ANY APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM.”

3.2               Notice of Proposed Transfer; Opinions of Counsel . Prior to any transfer of any Restricted Securities that are not registered under an effective registration statement under the Securities Act (other than a transfer pursuant to Rule 144, Rule 144A or any comparable rule under such Act), the Holder thereof will give written notice to the Company of such Holder’s intention to effect such transfer and to comply in all other respects with this Section 3.2 . Each such notice shall (a) describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinion referred to below, and (b) designate counsel for the Holder giving such notice, which counsel shall be reasonably satisfactory to the Company. The Holder giving such notice will submit a copy thereof to the counsel designated in such notice. The following provisions shall then apply:

3.2.1         If in the written opinion of such counsel for the Holder, obtained at the Holder’s sole cost and expense and a copy of which shall be delivered to the Company and shall be reasonably satisfactory in form, scope and substance to the Company, the proposed transfer may be effected without registration of such Restricted Securities under the Securities Act or applicable state securities laws, such Holder shall thereupon be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by such Holder to the Company. Each Restricted Security or certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1 unless, in the opinion of such counsel, such legend is no longer required to insure compliance with the Securities Act and applicable state securities laws; and

3.2.2         If the opinion of such counsel rendered pursuant to the foregoing subdivision 3.2.1 is not to the effect that the proposed transfer may legally be effected without registration of such Restricted Securities under the Securities Act or applicable state securities laws (such opinion to state the basis of the legal conclusions reached therein), such Holder shall not be entitled to transfer such Restricted Securities (other than a transfer pursuant to Rule 144, Rule 144A or any comparable rule under the Securities Act) until receipt by the Company of a further notice and a further opinion of counsel for such Holder to the effect stated in Section 3.2.1 above or until registration of such Restricted Securities under the Securities Act and applicable state securities laws has become effective.

3.3               Termination of Restrictions . The restrictions imposed by this Section 3 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities upon sale of the Restricted Securities in an offering registered under the Securities Act or when, in the opinion of counsel for the Company, such restrictions are no longer required in order to ensure compliance with the Securities Act. Whenever such restrictions shall terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than transfer taxes, if any), new securities of like tenor not bearing the applicable legend set forth in Section 3.1 .

4.                   Ownership, Transfer and Substitution of Warrants . The Company may treat the Person in whose name this Warrant is registered on the register kept at the principal executive office of the Company as the owner and Holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Section 3 , a Warrant, if properly assigned, may be exercised by a new Holder without first having a new Warrant issued.

5.                   Definitions . As used herein, unless the context otherwise requires, the following terms have the following respective meanings:

“ Business Day ” means any day other than a Saturday, Sunday or any other day on which the principal national securities exchange on which the Common Stock is then listed or admitted to trading is not open for business (or, if the Common Stock is not then listed or admitted to trading on any national securities exchange, the over-the-counter market is not open for business).

“ Certificate of Designations” means the Designations, Preferences and Rights of Series B Convertible Preferred Stock of the Company filed with the Secretary of State of the State of Delaware on or about the date of this Warrant, as same may be amended from time to time in accordance with its terms.

“ Commission ” means the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act.

“ Common Stock ” means, the common stock, par value $.001 per share (or other common equity interest, however denominated) of the Company and any stock into which such Common Stock shall have been changed or any stock resulting from any reclassification of such Common Stock.

“ Company ” has the meaning specified in the opening paragraph of this Warrant.

“ Exercise Period ” means the date commencing on the date of this Warrant and ending on the Expiration Date indicated in the Warrant Terms table above the opening paragraph of this Warrant, or sooner upon expiration of this Warrant as provided in Section 1.2.1 hereof.

“ Holder ” has the meaning specified in the opening paragraph of this Warrant.

“ Market Price ” means, per share of Common Stock on any date specified herein, (a) the last sale price on such date of such Common Stock or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange on which such Common Stock is then listed or admitted to trading, or (b) if such Common Stock is not then listed or admitted to trading on any national securities exchange but is trading on the over-the-counter market, the last sale price as reported by OTC Markets Group, Inc., or (c) if neither (a) nor (b) is applicable, a price per share thereof equal to the fair value thereof determined in good faith by a resolution of the Board of Directors as of a date which is within 15 days of the date as of which the determination is to be made.

“ Other Securities ” means any stock (other than Common Stock) and other securities of the Company or any other Person (corporate or otherwise) that the Holder of the Warrant at any time shall be entitled to receive, or shall have received, upon the exercise of the Warrant, in lieu of or in addition to Common Stock, or that at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 2 or otherwise.

“ Person ” means a corporation, an association, a partnership, an organization or business, an individual, a government or political subdivision thereof or a governmental agency.

“ Purchase Agreement ” means the Securities Purchase Agreement, dated as of May 21, 2013, among the Company and the several purchasers party thereto.

“ Restricted Securities ” means (a) any Warrants bearing the applicable legend set forth in Section 3.1 , (b) any Warrant Shares (or Other Securities) issued upon the exercise of Warrants that are evidenced by a certificate or certificates bearing the applicable legend set forth in such Section and (c) any Warrant Shares (or Other Securities) issued subsequent to the exercise of any of the Warrants as a dividend or other distribution with respect to, or resulting from a subdivision of the outstanding shares of Common Stock (or Other Securities) into a greater number of shares by reclassification, stock splits or otherwise, or in exchange for or in replacement of the Common Stock (or Other Securities) issued upon such exercise, which are evidenced by a certificate or certificates bearing the applicable legend set forth in such Section.

“ Securities Act ” means the Securities Act of 1933, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“ Warrant Price ” means the purchase price per share of the Warrant Shares subject to this Warrant indicated in the Warrant Terms table above the opening paragraph of this Warrant, subject to adjustment thereto pursuant to the terms of this Warrant.

“ Warrant Shares ” has the meaning specified in the opening paragraph of this Warrant.

“ Warrants ” has the meaning specified in the opening paragraph of this Warrant.

6.                   No Rights or Liabilities as Stockholder . Nothing contained in this Warrant shall be construed as conferring upon Holder hereof any rights as a stockholder of the Company or as imposing any obligation on such Holder to purchase any securities or as imposing any liabilities on the Holder as a stockholder of the Company, whether such obligation or liabilities are asserted by the Company or by creditors of the Company.

7.                   Notices . All notices and other communications provided for herein shall be delivered or mailed by first class mail, postage prepaid, addressed to:

If to the Holder, the address set forth on the Holder’s signature page to the Purchase Agreement.

If to the Company:

5835 Peachtree Corners East, Suite D
Norcross, GA 30092
Attn: Chief Executive Officer

The address provided in this Section 7 may be modified by the Company by providing the Holder notice in writing; provided , however , that the exercise of any Warrant shall be effective in the manner provided in Section 1 .

8.                   Miscellaneous . This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. Any provision of this Warrant that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the Company waives any provision of law that shall render any provision hereof prohibited or unenforceable in any respect. This Warrant shall be governed by the substantive laws of the State of New York without reference to the choice of law rules thereof. The headings of this Warrant are inserted for convenience only and shall not be deemed to constitute a part hereof.

9.                   Loss, Theft, Destruction or Mutilation of Warrant . Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

10.               Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein is not a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

11.               Expiration . The right to exercise this Warrant shall expire on the Expiration Date.

Guided therapeutics, inc.


By: ___________________________________
Name:_________________________________
Title:__________________________________

Schedule I

Exercise Notice

Ladies and Gentlemen:

(1) The undersigned is the Holder of Warrant No. _____ (the “ Warrant ”) issued by Guided Therapeutics, Inc., a Delaware corporation (the “ Company ”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2) The undersigned hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.

(3) The undersigned intends that payment of the Exercise Price shall be made as (check one):

(4) The undersigned hereby requests that the Company deliver to the undersigned Warrant Shares determined in accordance with the terms of the Warrant. Please issue (check applicable box):

  _____________________________________________

Name and Contact for Broker:

Broker no: ______________________________________________

Account no: _____________________________________________

Account holder: __________________________________________

(5) The undersigned hereby certifies to the Company, pursuant to the delivery of this Exercise Notice and the applicable Warrant Price as provided in the Warrant, that the representations and warranties contained in Sections 2(a)-(e) of the Purchase Agreement, as applied to the Warrant Shares, are true and correct as of the Exercise Date as if made by the undersigned on the Exercise Date.

Dated:_______________, _____

Name of Holder: __________________________________________

 By: ____________________________________________________

Name: __________________________________________________

Title: ___________________________________________________

(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

Exhibit 10.4

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

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 ”).

In connection with that certain Securities Purchase Agreement among the parties hereto dated the date hereof (the “ Securities Purchase Agreement ”), the Company has agreed, upon the terms and subject to the conditions set forth in the Securities Purchase Agreement, to issue and sell to the Purchasers listed on the signature pages hereof an aggregate of up to 3,000 shares of the Company’s Series B Convertible Preferred Stock, par value $.001 per share (the “ Preferred Stock ”), which will be mandatorily convertible into shares of the Company’s common stock, par value $.001 per share (the “ Common Stock ”), subject to and in accordance with the terms and conditions of the Certificate of Designation setting forth the terms of the Preferred Stock (the shares of Common Stock issuable upon such conversion, including any shares of Common Stock paid as dividends on the Preferred Stock pursuant to the terms thereof, the “ Conversion Shares ”) and warrants (the “ Warrants ”), exercisable according to their terms to purchase an aggregate of approximately 4,411,765 shares of Common Stock (as exercised, collectively, the “ Warrant Shares ”).

In accordance with the terms of the Securities Purchase Agreement, the Company has agreed to provide to the Purchasers certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “ Securities Act ”), and applicable state securities laws. The execution and delivery of this Agreement is a condition to the Purchasers’ obligations under the Securities Purchase Agreement.

Therefore, the Company and the Purchasers agree as follows:

1.               Definitions .

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1 :

“ Additional Payment Amount ” shall have the meaning set forth in Section 2(d) .

“ Advice ” shall have the meaning set forth in Section 2(e) .

“ Business Day ” means (i) a day on which the Common Stock is traded on a Trading Market, (ii) if the Common Stock is not listed on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pink OTC Markets Inc. (or any similar organization or agency succeeding to its functions of reporting prices) or (iii) in the event that the Common Stock is not listed or quoted as set forth in (i) and (ii) hereof, any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to remain closed.

“ Closing Price ” shall mean, per share of Common Stock on any date specified herein, (a) the last sale price on such date of such Common Stock or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange on which such Common Stock is then listed or admitted to trading, or (b) if such Common Stock is not then listed or admitted to trading on any national securities exchange but is trading on the over-the-counter market, the last sale price as reported by OTC Markets Group, Inc., or (c) if neither (a) nor (b) is applicable, a price per share thereof equal to the fair value thereof determined in good faith by a resolution of the Board of Directors of the Company as of a date which is within 15 days of the date as of which the determination is to be made.

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Common Stock ” shall have the meaning set forth in the preamble.

“ Company ” shall have the meaning set forth in the preamble.

“ Conversion Shares ” shall have the meaning set forth in the preamble.

“ Effective Date ” means, with respect to any Registration Statement, the date that the Commission first declares effective such Registration Statement.

“ Effectiveness Deadline ” means an Initial Effectiveness Deadline or a Subsequent Effectiveness Deadline.

“ Effectiveness Period ” shall have the meaning set forth in Section 2(a) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Filing Deadline ” means (a) with respect to the initial Registration Statement to be filed pursuant to Section 2(a) , the 45th day following the Closing Date under the Securities Purchase Agreement, and (b) with respect to any additional Registration Statement to be filed pursuant to Section 2(b) , the 45th day following the date that the Commission shall indicate as being the first date or time that such filing may be made.

“ Holder ” or “ Holders ” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“ Indemnified Party ” shall have the meaning set forth in Section 5(c) .

“ Indemnifying Party ” shall have the meaning set forth in Section 5(c) .

“ Initial Effectiveness Deadline ” means, with respect to the Registration Statement filed pursuant to Section 2(a) , the date that is (a) in the event that the Registration Statement is not subjected to a full review by the Commission, 75 days after the Closing Date under the Securities Purchase Agreement or (b) in the event that the Registration Statement is subjected to a full review by the Commission, 120 days after the Closing Date under the Securities Purchase Agreement.

“ Losses ” shall have the meaning set forth in Section 5(a) .

“ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Prospectus ” means the prospectus included in a Registration Statement (including, without limitation, any preliminary prospectus, any free-writing prospectus and any prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“ Purchaser ” shall have the meaning set forth in the preamble.

“ Registrable Securities ” means each of the Conversion Shares and the Warrant Shares upon original issuance and at all times subsequent thereto until (i) a Registration Statement covering such Security has been declared effective by the Commission and such Security has been disposed of in accordance with such effective Registration Statement; (ii) such Security ceases to be outstanding; or (iii) such Security has been sold in compliance with Rule 144 or is salable pursuant to Rule 144(d) (or any similar provision then in force other than Rule 144A).

“ Registration Default ” shall have the meaning set forth in Section 2(d) .

“ Registration Statement ” means a registration statement filed pursuant to the terms hereof and which covers the resale by the Holders of Registrable Securities, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference (or deemed to be incorporated by reference) therein. For the avoidance of doubt, “Registration Statement” means the initial registration statement described above in this paragraph and any additional registration statement or registration statements that are needed to sell additional Registrable Securities with the effect that the obligations of the Company under this Agreement also extend to such additional registration statement or registration statements, in all cases, as specified in this Agreement.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Securities ” means the Conversion Shares issued pursuant to the Securities Purchase Agreement, together with any Warrant Shares and any other securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event or conversion price adjustment with respect thereto.

“ Securities Act ” shall have the meaning set forth in the preamble.

“ Securities Purchase Agreement ” shall have the meaning set forth in the preamble.

“ Selling Holder Questionnaire ” shall have the meaning set forth in Section 2(e) .

“ Subsequent Effectiveness Deadline ” means, with respect to any additional Registration Statement filed pursuant to Section 2(b) , the date that is (a) in the event that the Registration Statement is not subject to a full review by the Commission, 45 days after the Filing Deadline applicable to such Registration Statement, or (b) in the event that the Registration Statement is subject to a full review by the Commission, 75 days after the Filing Deadline applicable to such Registration Statement.

“ Subsequent Form S-3 ” shall have the meaning set forth in Section 3(g) .

“ Suspension Period ” shall have the meaning set forth in Section 2(c) .

“ Trading Market ” means whichever of the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Market, the Nasdaq Capital Market or such other United States registered national securities exchange on which the Common Stock is listed or quoted for trading on the date in question.

“ Warrants ” shall have the meaning set forth in the preamble.

“ Warrant Shares ” shall have the meaning set forth in the preamble.

2.               Registration .

(a)                 Initial Registration. On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or S-3, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Annex A , as the same may be amended in accordance with the provisions of this Agreement. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Initial Effectiveness Deadline, and shall use its commercially reasonable efforts to keep the Registration Statement (or a Subsequent Form S-3, as defined below) continuously effective under the Securities Act until the second year after the Effective Date or such earlier date when all Registrable Securities covered by the Registration Statement cease to be Registrable Securities as determined by the counsel to the Company (the “ Effectiveness Period ”). Until the Effective Date, the Company shall not file any other registration statements to register the issuance by the Company of any securities, other than registration statements on Form S-8.

(b)                Subsequent Registrations . If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement initially filed pursuant to Section 2(a) , then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the Filing Deadline, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Subsequent Effectiveness Deadline, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period.

(c)                 Suspension Periods. Notwithstanding anything to the contrary contained herein, the Company may suspend the effectiveness of a Registration Statement by written notice to the Holders for a period (each such period, a “ Suspension Period ”) not to exceed an aggregate of 30 days in any 90-day period, and not to exceed an aggregate of 60 days in any 360-day period, if:

provided that, in the event the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the Company’s ability to consummate such transaction, the Company may extend a Suspension Period from 30 days to 45 days during any 90-day period.

(d)                Additional Payment Amounts. The Company and the Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if:

(each such event referred to in foregoing clauses (i) through (iv), a “ Registration Default ”), then in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities and not as a penalty (which remedy shall constitute liquidated damages, but not be exclusive of any other remedies available at law or equity), the Company hereby agrees to pay to each Holder, subject to Section 2(e) , an amount in cash equal to 1.0% of the product obtained by multiplying ( x ) the number of Registrable Securities held by such Holder as of the date of the Registration Default, by ( y ) the Closing Price as of the date of the Registration Default (such product, the “ Registrable’ Securities Value ”), for each 30-day period (prorated for periods totaling less than 30 days) following the Registration Default during which such Registration Default remains uncured, up to an aggregate maximum of 10.0% of the Registrable Securities’ Value of such Holder’s Registrable Securities as of the date of the Registration Default. The payments to which a Holder shall be entitled pursuant to this Section 2(d) are referred to herein as “ Additional Payment Amounts ”. The Company shall pay Additional Payment Amounts, if any, to Holders on the earlier of (I) the last day of the calendar month during which such Additional Payment Amounts are incurred and (II) the third Business Day following the date on which the Registration Default giving rise to the Additional Payment Amounts is cured. In the event that the Company fails to pay Additional Payment Amounts in a timely manner, such Additional Payment Amounts shall accrue interest, payable in cash in arrears, at the rate of 0.25% per month (prorated for partial months) until paid in full.

(e)                 Selling Holder Agreements. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “ Selling Holder Questionnaire ”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(d) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least ten Business Days prior to the applicable Filing Deadline.

Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 2(c) or Section 3(c) , such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “ Advice ”) by the Company that the use of the applicable Prospectus may be resumed. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

When Registrable Securities have been transferred pursuant to a Registration Statement, the transferring Holder shall provide notice to the Company of such transfer and the number of shares of Registrable Securities so transferred, and certifying that (i) the prospectus delivery requirements of the 1933 Act have been satisfied or are exempt under Rule 172 thereunder, (ii) the Holder is named as a “Selling Security Holder” in the Shelf Registration Statement, (iii) the aggregate number of shares of Company Common Stock transferred are not in excess of those listed in the Shelf Registration Statement as being offered by such Holder, and (iv) the transfer was described in the section captioned “Plan of Distribution” in the Shelf Registration Statement.

Each Holder agrees to, as expeditiously as possible, (i) notify the Company of the occurrence of any event that makes any statement made in a Registration Statement or Prospectus regarding such Holder untrue in any material respect or that requires the making of any changes in a Registration Statement or Prospectus so that, in such regard, (A) in the case of a Registration Statement, it will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) in the case of a Prospectus, it will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, (ii) provide the Company with such information as may be required to enable the Company to prepare a supplement or post-effective amendment to such Registration Statement or a supplement to such Prospectus, and (iii) execute and deliver such other agreements, instruments or documents, or take such other actions, or refrain from taking such other actions, as reasonably requested by the Company to implement the terms, conditions, agreements and transactions contemplated by this Agreement. Each Holder acknowledges and agrees that the performance by the Company of its obligations in respect of such Holder set forth in Section 2(a) and contained elsewhere in this Agreement are conditioned upon and subject to such Holder’s timely compliance with its obligations under Section 2(e) and contained elsewhere in this Agreement.

With respect to Registrable Securities not already covered by a Registration Statement, the Company shall not be obligated to file (i) more than one pre-effective amendment or supplement to a Registration Statement for all Holders during any fiscal quarter and (ii) more than one post-effective amendment to a Registration Statement for all Holders during any semi-annual period, and provided further, in all such cases involving supplements or amendments (whether pre-effective or post-effective), the Company shall only be obligated to make a filing when the aggregate amount of the Registrable Securities to be included in such amendment or supplement is more than $5.0 million (based on the average closing price of the Common Stock for the previous 20 trading days).

3.               Registration Procedures .

(a)                 Right to Prior Drafts . Not less than ten Business Days prior to the filing of a Registration Statement or any amendment thereto, the Company shall furnish to each Holder copies of the “Selling Stockholders” and “Plan of Distribution” sections of such documents in the form in which the Company proposes to file them, which sections will be subject to the review of each such Holder. Each Holder shall provide comments, if any, within five Business Days after the date such materials are provided. The Company shall not file a Registration Statement or any amendments thereto in which the “Selling Stockholders” or the “Plan of Distribution” sections thereof differ in any material respect from the disclosure received from a Holder in its Selling Holder Questionnaire (as amended or supplemented).

(b)                Subsequent Amendments or Supplements, etc . The Company shall (i) prepare and file with the Commission such amendments, including post-effective amendments, pursuant to Rule 462 or otherwise, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its applicable Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to any Registration Statement or any amendment thereto; (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement; and (v) upon the occurrence of any event contemplated by Section 3(c)(iv) , as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c)                 Notices to Holders . The Company shall notify the Holders as promptly as reasonably possible (and, in the case of clause (i)(A) below, not less than two Business Days prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one Business Day following the day (i)(A) when a Prospectus or any supplement thereto or post-effective amendment to a Registration Statement is proposed to be filed; and (B) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (i) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (iv) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or that requires any Registration Statement, Prospectus or any document incorporated or deemed to be incorporated therein by reference to be revised so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)                Copies . The Company shall furnish to each Holder, without charge, (i) at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Holder (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission, except if such documents are available on Edgar; and (ii) as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Holder may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(e)                 Blue Sky . The Company shall, prior to any public offering of Registrable Securities, use its reasonable commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of all jurisdictions within the United States that the selling Holders request in writing be covered, to keep each such registration or qualification (or exemption therefrom) effective during the applicable Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by any Registration Statement; provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, file any general consent to service of process, or to become subject to any material tax in any such jurisdiction where it is not then so subject.

(f)                 Certificates . The Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to any Registration Statement, which certificates shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may reasonably request.

(g)                Subsequent Form S-3 . If, at the time of filing of a Registration Statement, the Company is not eligible to use Form S-3 for transactions involving secondary offerings and the Company is not otherwise eligible to incorporate by reference prospectively into such Registration Statement, then at such time as the Company becomes eligible to register transactions involving secondary offerings on Form S-3, the Company may, in its sole discretion, file in accordance with the procedures outlined in this Section 3 , including but not limited to all required notices to the Holders, an additional Registration Statement on Form S-3 to cover resales pursuant to Rule 415 of the Registrable Securities (a “ Subsequent Form S-3 ”), and, when such Subsequent Form S-3 has been filed with the Commission, the Company may, concurrently with its filing of a request for acceleration of effectiveness of such Subsequent Form S-3, withdraw or terminate the original Registration Statement; provided, however, that nothing in this Section 3(g) shall be interpreted to limit the Company’s obligations pursuant to Section 2 .

(h)                Underwriters . If underwriters are used or if any Holder is deemed to be, alleged to be or reasonably believes it may be deemed or alleged to be, an underwriter or is required under applicable securities laws to be described in a Registration Statement as an underwriter, with the concurrence of counsel for the Company, the Company shall use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

(i)                  144 Information . At such time as the Company becomes subject to Sections 13 or 15(d) of the Exchange Act, with a view to making available to Holders the benefits of Rule 144 promulgated under the Securities Act, the Company shall file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and Exchange Act and provide to any Holder, as long as such Holder owns Registrable Securities, upon reasonable request (i) a written statement by the Company that it has complied with the current information requirements of Rule 144(c) and (ii) such other information as may be reasonably requested to avail any Holder of any rule or regulation of the Commission that permits the selling of any such securities without registration.

4.               Registration Expenses .

All fees and expenses incident to the performance of or compliance with this Agreement by the Company, other than underwriting discounts and commissions and any fees and expenses of legal counsel to any Purchaser(s), shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.

5.               Indemnification .

(a)                 Indemnification by the Company . The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, trustees, agents, investment advisors, partners, members, shareholders and employees of each Holder, each person who controls any Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling persons and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees) and expenses (collectively, “ Losses ”), as incurred, arising out of or based upon:

(x) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus;

(y) with respect to any Registration Statement or Prospectus, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or

(z) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such Registration Statement,

except with respect to clauses (x) and (y), to the extent, but only to the extent, that such untrue statements or omissions (1) are made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Holder expressly for use in a Registration Statement, or such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder for use in the Registration Statement, such Prospectus or such form of Prospectus (it being understood that the Holder has approved Annex A hereto, as may be amended in accordance with the provisions of this Agreement, for this purpose) or (2) resulted from the use by any Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that such Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

(b)                Indemnification by Holders . Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling persons and any other Holder selling securities under a Registration Statement, any of such other Holder’s partners, directors, officers or employees, each person who controls such other Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the partners, directors, officers or employees of such person who controls such other Holder, in each case to the fullest extent permitted by applicable law from and against all Losses, as incurred, arising solely out of or based upon any untrue statement of a material fact contained in any Registration Statement or any Prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, that such untrue statements or omissions (1) are made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Holder expressly for use in a Registration Statement or Prospectus, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder for use in the Registration Statement or Prospectus (it being understood that the Holder has approved Annex A hereto, as may be amended in accordance with the provisions of this Agreement, for this purpose), or (2) resulted from the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)                 Conduct of Indemnification Proceedings . If any Proceeding shall be brought or asserted against any person entitled to indemnity hereunder (an “ Indemnified Party ”), such Indemnified Party shall promptly notify the person from whom indemnity is sought (the “ Indemnifying Party ”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction, which determination is not subject to appeal or further review, that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5(c) ) shall be paid to the Indemnified Party, as incurred, within twenty Business Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

(d)                Contribution . If a claim for indemnification under Section 5(a ) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5(c) , any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 5(a) or 5(b) was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in this Section 5(d) . Notwithstanding the provisions of this Section 5(d) , no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

(e)                 Other . The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6.               Miscellaneous .

(a)                 Notices . Any notice or other communication required or permitted to be provided hereunder shall be in writing and shall be delivered in person or by first class mail (registered or certified, return receipt requested), facsimile, or overnight air courier guaranteeing next day delivery, to such address as the recipient shall most recently have designated in writing or, if no such designation has been made, to the following address:

If to the Company:

5835 Peachtree Corners East, Suite D
Atlanta, Georgia 30092
Attn: Chief Executive Officer
Facsimile: 770-242-8639

With a copy to:

Jones Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309
Attn: John E. Zamer
Facsimile: 404-581-8330

If to a Purchaser:

To the address set forth under such Purchaser’s name on the signature pages hereto.

If to any other person who is then a registered Holder:

To the address of such Holder as it appears in the record books of the Company.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Failure to provide a notice or communication to one party hereto or any defect in it shall not affect its sufficiency with respect to other parties hereto.

(b)                Independent Nature of Purchaser’s Obligations and Rights . The obligations of each Purchaser under this Agreement are several and not joint with the obligations of each other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchaser as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any other Transaction Document. Each Purchaser acknowledges that no other Purchaser will be acting as agent of such Purchaser in enforcing its rights under this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser.

(c)                 No Inconsistent Agreements . The Company will not, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. In addition, the Company shall not grant to any of its security holders (other than the Holders) the right to include any of its securities in a Registration Statement provided for in this Agreement other than the Registrable Securities. The Company has not previously entered into any agreement (which has not expired or been terminated) granting any registration rights with respect to its securities to any person which rights conflict with the provisions hereof. None of the Company’s securityholders other than Holders shall have the right to include any of the Company’s securities in any Registration Statement.

(d)                Compliance . Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

(e)                 Remedies . In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate. In addition, the remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(f)                 Governing Law; Jurisdiction; Jury Trial; etc . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. If either party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.

(g)                Amendments and Waivers . No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and Holders representing a majority of then outstanding Registrable Securities, and any amendment to this Agreement made in conformity with the provisions of this Section 6(h) shall be binding on the Purchasers and all Holders of the Registrable Securities, as applicable. No provision hereof may be waived other than by an instrument in writing signed by the party from whom such waiver is requested.

(h)                Entire Agreement . This Agreement supersedes all other prior oral or written agreements among the parties hereto and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, none of the parties hereto makes any representation, warranty, covenant or undertaking with respect to such matters.

(i)                  Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party shall assign any of its rights or obligations hereunder without the prior written consent of the other party.

(j)                  Counterparts; Facsimile Copies . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

(k)                Severability . If any provision of this Agreement shall be invalid, unenforceable, illegal or void in any jurisdiction, such invalidity, unenforceability, illegality or voidness shall not affect the validly or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. In that case, the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining provisions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l)                  Headings . The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GUIDED THERAPEUTICS, INC.

By: /s/ Mark L. Faupel________________________

Name: Mark L. Faupel

Title: President and Chief Executive Officer

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY:


CRANSHIRE CAPITAL MASTER FUND, Ltd.

AUTHORIZED SIGNATORY


By: /s/ Keith A. Goodman ___________________

Name: Keith A. Goodman

Title: Authorized Signatory

ADDRESS FOR NOTICE

c/o: ______________________________________

Street: ____________________________________

City/State/Zip: _____________________________

Attention: _________________________________

Tel: ______________________________________

Fax: ______________________________________

Email: ____________________________________

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY:


EQUITEC SPECIALISTS, LLC

AUTHORIZED SIGNATORY


By: /s/ Keith A. Goodman ___________________

Name: Keith A. Goodman

Title: Authorized Signatory

ADDRESS FOR NOTICE

c/o: ______________________________________

Street: ____________________________________

City/State/Zip: _____________________________

Attention: _________________________________

Tel: ______________________________________

Fax: ______________________________________

Email: ____________________________________

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY:


RONALD HART

AUTHORIZED SIGNATORY


By: /s/ Ronald Hart _________________________

Name: Ronald Hart

Title:

ADDRESS FOR NOTICE

c/o: ______________________________________

Street: ____________________________________

City/State/Zip: _____________________________

Attention: _________________________________

Tel: ______________________________________

Fax: ______________________________________

Email: ____________________________________

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY:


CAPITAL VENTURES INTERNATIONAL BY HEIGHTS CAPITAL MANAGEMENT ITS AUTHORIZED AGENT

AUTHORIZED SIGNATORY


By: /s/ Martin Kobinger ______________________

Name: Martin Kobinger

Title: Investment Manager

ADDRESS FOR NOTICE

c/o: ______________________________________

Street: ____________________________________

City/State/Zip: _____________________________

Attention: _________________________________

Tel: ______________________________________

Fax: ______________________________________

Email: ____________________________________

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY:


JOHN E. IMHOFF

AUTHORIZED SIGNATORY


By: /s/ John E. Imhoff _______________________

Name: John E. Imhoff

Title:

ADDRESS FOR NOTICE

c/o: ______________________________________

Street: ____________________________________

City/State/Zip: _____________________________

Attention: _________________________________

Tel: ______________________________________

Fax: ______________________________________

Email: ____________________________________

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY:


LYNNE H. IMHOFF

AUTHORIZED SIGNATORY


By: /s/ Lynne H. Imhoff _____________________

Name: Lynne H. Imhoff

Title:

ADDRESS FOR NOTICE

c/o: ______________________________________

Street: ____________________________________

City/State/Zip: _____________________________

Attention: _________________________________

Tel: ______________________________________

Fax: ______________________________________

Email: ____________________________________

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY:


ALPHA CAPITAL ANSTALT

AUTHORIZED SIGNATORY


By: /s/ Konrad Ackermann ___________________

Name: Konrad Ackermann

Title: Director

ADDRESS FOR NOTICE

c/o: ______________________________________

Street: ____________________________________

City/State/Zip: _____________________________

Attention: _________________________________

Tel: ______________________________________

Fax: ______________________________________

Email: ____________________________________

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY:


DOLORES MALOOF

AUTHORIZED SIGNATORY


By: /s/ Dolores Maloof ______________________

Name: Dolores Maloof

Title:

ADDRESS FOR NOTICE

c/o: ______________________________________

Street: ____________________________________

City/State/Zip: _____________________________

Attention: _________________________________

Tel: ______________________________________

Fax: ______________________________________

Email: ____________________________________

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY:


DAVID B. MUSKET

AUTHORIZED SIGNATORY


By: /s/ David B. Musket______________________

Name: David B. Musket

Title:

ADDRESS FOR NOTICE

c/o: ______________________________________

Street: ____________________________________

City/State/Zip: _____________________________

Attention: _________________________________

Tel: ______________________________________

Fax: ______________________________________

Email: ____________________________________

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY:


PROMED PARTNERS, L.P.

AUTHORIZED SIGNATORY


By: /s/ David B. Musket______________________

Name: David B. Musket

Title: General Partner

ADDRESS FOR NOTICE

c/o: ______________________________________

Street: ____________________________________

City/State/Zip: _____________________________

Attention: _________________________________

Tel: ______________________________________

Fax: ______________________________________

Email: ____________________________________

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY:


THE WHITTEMORE COLLECTION, LTD.

AUTHORIZED SIGNATORY


By: /s/ Stephen J. Suddney____________________

Name: Stephen J. Suddney

Title: Vice President

ADDRESS FOR NOTICE

c/o: ______________________________________

Street: ____________________________________

City/State/Zip: _____________________________

Attention: _________________________________

Tel: ______________________________________

Fax: ______________________________________

Email: ____________________________________