Exhibit 10.1

THIS SUBSCRIPTION AGREEMENT RELATES TO SECURITIES THAT ARE BEING OFFERED AND SOLD PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) IN AN “OFFSHORE TRANSACTION” TO PERSONS WHO ARE NOT “U.S. PERSONS” (EACH AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT, OR ANY APPLICABLE U.S. STATE OR FOREIGN SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN COMPLIANCE WITH APPLICABLE STATE AND FOREIGN SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

rEGULATION s SUBSCRIPTION AGREEMENT

To Guided Therapeutics, Inc., a corporation organized and incorporated under the laws of the State of Delaware (the “ Company ”):

The undersigned (“ Purchaser ”) irrevocably and unconditionally subscribes for 651,042 shares (the “ Subscription Shares ”) of the Company’s common stock, par value $.001 per share (the “ Common Stock ”), for a per share consideration of $0.3072 , and an aggregate consideration of $200,000  (the “ Aggregate Consideration ”), to be issued at the initial closing of the offering (the “ Offering ”) described in the term sheet attached as Exhibit A (the “ Term Sheet ”). The initial closing of the Offering (the “ Closing ”) will occur on a date selected by the Company, no later than four days after the Acceptance Date (as defined in Section 4).

In addition, as described in the Term Sheet, the Company shall issue Purchaser a warrant (the “ Warrant ”), in the form previously provided to Purchaser by the Company, to purchase 325,521 shares of Common Stock (the “ Warrant Shares ” and, with the Subscription Shares and the Warrant, the “ Securities ”) at an exercise price per share equal to $0.4608 .

The Purchaser’s legal name and contact information is as follows:

1.                   Purchaser represents, warrants, acknowledges and agrees as follows, as of the date of this Subscription Agreement and as of the Closing:

(a)                 Purchaser is duly organized under the laws of its jurisdiction of organization, and has obtained all necessary approvals to authorize execution and performance of this Subscription Agreement. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not result in the violation of applicable law, Purchaser’s constituent documents, or any agreement to which Purchaser is a party or is bound. Purchaser has duly executed and delivered this Subscription Agreement and it constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser.

(b)                None of the Securities has been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) or under any U.S. state securities or “blue sky” laws or the laws of any foreign jurisdiction, and the Company shall cause legends on each certificate or other document representing the Securities to the effect that such Securities have not been so registered and therefore are subject to restrictions on transfer. The Company is selling the Securities only in “offshore transactions” to persons other than “U.S. persons” and without any “directed selling efforts” in the United States (each as defined in Regulation S under the Securities Act (“ Regulation S ”)). Neither the Securities and Exchange Commission (the “ SEC ”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities, nor have they reviewed any documents in connection with this Offering. There is no government or other insurance covering any of the Securities.

(c)                 Purchaser is acquiring the Securities for investment for Purchaser’s own account, not as a nominee or agent for any other person, and not with a view to the resale or distribution of any part thereof within the meaning of the Securities Act, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. Purchaser has not and will not engage in any directed selling efforts in the United States, except that Purchaser may sell or otherwise dispose of any of the Securities pursuant to an effective registration statement or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Purchaser has not been formed for the specific purpose of acquiring the Securities. Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities.

(d)                Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act.

(e)                 Purchaser has had the opportunity to review this Subscription Agreement, the Term Sheet, the form of the Warrant, filings by the Company with the SEC (including the Company’s annual report on Form 10-K for the year ended December 31, 2013 and subsequent periodic reports), and all documents and information that Purchaser has reasonably requested concerning its investment and the Company. Purchaser has had the opportunity to ask questions of the Company’s management regarding the Company’s business, management and financial affairs, and the terms of the Offering, which questions were answered to Purchaser’s satisfaction.

(f)                 The purchase of the Securities involves substantial risk. Purchaser can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of an investment in the Securities.

(g)                Purchaser has, independently and without reliance upon the Company or any other person, and based on such information as Purchaser has deemed appropriate, made its own investment analysis and decision to enter into this Subscription Agreement.

(h)                Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and Purchaser is solely responsible (and the Company is not in any way responsible) for compliance with (i) any applicable laws of the jurisdiction of Purchaser’s residence, and (ii) applicable resale restrictions.

(i)                  Purchaser is knowledgeable of, or has been independently advised as to, the applicable securities laws of the jurisdiction of its residence and is permitted to acquire the Securities under such securities laws or exemptions thereto, or otherwise without violation of such securities laws; such securities laws do not and will not require the Company to make, in the jurisdiction of Purchaser’s residence, any filings or seek any approvals, or prepare and file a prospectus or similar document or report, of any kind whatsoever, or undertake any continuous disclosure obligation. Purchaser will, at the request of the Company, deliver to the Company a certificate or opinion of local counsel from the jurisdiction of the Purchaser’s residence that will confirm the matters referred to in the paragraph to the reasonable satisfaction of the Company.

(j)                  Purchaser waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which Purchaser might be entitled in connection with the distribution of the Securities (except for rights for compensation for damages expressly provided for in this Subscription Agreement).

(k)                Purchaser is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person. Purchaser was outside the United States when receiving and executing this Subscription Agreement.

(l)                  The Securities will be characterized as “restricted securities” under Rule 144 of the Securities Act. Purchaser shall make all subsequent offers and sales of the Securities (i) in accordance with Rule 903 or Rule 904 of Regulation S, (ii) pursuant to registration of the Securities under the Securities Act, or (iii) pursuant to an available exemption from the registration requirements under the Securities Act. The Company will refuse to register any transfer of any of the Securities not made in accordance with this paragraph.

(m)              Purchaser shall not engage in any hedging transaction, including, without limitation, any short sale, with regard to the Securities unless in compliance with the Securities Act.

(n)                If Purchaser is affiliated with a non-U.S. banking institution (a “ Foreign Bank ”), or if Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, then the Foreign Bank: (1) has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) maintains operating records related to its banking activities; (3) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.

(o)                Neither Purchaser nor, to its knowledge, any person or entity controlling, controlled by or under common control with Purchaser, nor any person having a beneficial interest in Purchaser, nor any person on whose behalf Purchaser is acting: (i) is a person listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States ( Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure ^[1] or an immediate family member ^[2] or close associate ^[3] of such figure; or (v) is otherwise prohibited from investing in the Company pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules or orders (categories (i) through (v), each a “ Prohibited Subscriber ”). Purchaser shall provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules and orders. Purchaser consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its affiliates and agents of such information about Purchaser as the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules and orders. To the extent Purchaser is a financial institution subject to the USA Patriot Act, Purchaser has met all of its obligations under such act. If, following Purchaser’s investment in the Company, the Company reasonably believes that Purchaser is a Prohibited Subscriber or is otherwise engaged in suspicious activity or refuses to promptly provide information that the Company requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or immediately require Purchaser to transfer the Securities. The Subscriber will have no claim against the Company or any of its affiliates or agents for any form of damages as a result of any of the foregoing actions.

(p)                The Company must approve in advance in writing any public disclosure of the Offering.

(q)                The Company will rely on the representations, warranties, acknowledgements, and agreements made by Purchaser in this Section 1.

2.                   By accepting this Subscription Agreement and the subscription made hereunder, the Company agrees as follows:

(a)                 Neither the Company nor anyone acting on its behalf shall offer, sell or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) in a manner that would cause the offer and sale of the Subscription Shares and the Warrant to Purchaser to fail to be entitled to the exemption afforded by Regulation S under the Securities Act.

(b)                The Company shall use the proceeds from the issuance and sale of the Securities (and the exercise of the Warrant) for the purposes set forth in the Term Sheet.

(c)                 The Company shall continue to reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit exercise of the Warrant.

(d)                With a view to making available to Purchaser the benefits of certain rules and regulations of the SEC that may permit the sale of the Shares, the Warrant and the shares of Common Stock issuable upon exercise of the Warrant to the public without registration, the Company shall use its commercially reasonable efforts to:

(i)                  make and keep public information available, as those terms are understood and defined in Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the Closing;

(ii)                file with the SEC, in a timely manner, all reports and other documents required of the Company under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”);

(iii)              for no less than two years following the Closing, not terminate the Company’s status as an issuer required to file reports under the Exchange Act, even if the Exchange Act or the rules and regulations promulgated thereunder would permit such termination (except that the foregoing obligation will terminate in the event of an acquisition of the Company or substantially all of its assets); and

(iv)              so long as Purchaser owns any such securities, act cooperatively and expeditiously with Purchaser to remove or cause the removal of any restrictive legend on its Securities at the request of Purchaser at such time or after such time as such restrictions may legally be removed.

(e)                 The Company shall indemnify and hold harmless Purchaser and its affiliates, officers, directors, partners, members and employees, as applicable (each, an “ Indemnified Party ”), from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in permitted settlements, court costs and reasonable attorneys’ fees of one counsel and reasonable costs of investigation that any such Indemnified Party actually suffers or incurs as a result of (i) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Subscription Agreement or the Company’s Certificate provided for in Section 3(a) below, or (ii) any action instituted against an Indemnified Party in any capacity, by any stockholder of the Company who is not an Indemnified Party or an affiliate of an Indemnified Party, with respect to any of the transactions contemplated by this Subscription Agreement. Notwithstanding the foregoing, the Company will not be liable to any Indemnified Party under this Subscription Agreement to the extent that a loss, claim, damage or liability is attributable to Purchaser’s breach of any of the representations, warranties, covenants or agreements made by Purchaser in this Subscription Agreement, and in no event will the Company be required to indemnify and hold harmless any Indemnified Parties for any losses pursuant to this Section 2(e) in a cumulative aggregate amount exceeding the Aggregate Consideration unless it is determined by a court of competent jurisdiction that such losses resulted from the fraud or bad faith of the Company.

(f)                 The Company shall refuse to register any transfer of any of the Securities not made in accordance with paragraph 1(k).

(g)                If, any time after the Closing and on or before December 31, 2015 and provided that Purchaser continues to hold at least 50% of the Subscription Shares held at the Closing, the Company provides more favorable terms for the purchase of Common Stock (and warrants to purchase Common Stock), on the whole, to other investors in any subsequent offshore transactions constituting the Offering or any other private placement by the Company of equity securities (including, but not limited to, preferred equity securities) other than Excluded Securities (as defined below), then Purchaser will be eligible, subject to requirements of law, to participate in such transactions at the same terms as those offered to other investors in the Offering. “ Excluded Securities ” means securities issued (i) pursuant to an equity incentive plan of the Company, (ii) upon conversion or exercise of securities of the Company issued prior to the Closing Date, (iii) in connection with a merger, acquisition, consolidation or purchase of substantially all of the securities or assets of another entity, (iv) in connection with a strategic license agreement or other partnering arrangement not for the primary purpose of raising capital.

3.                   Purchaser’s obligations under this Subscription Agreement are subject to the following conditions:

(a)                 The Company shall have delivered to Purchaser a duly executed certificate, in substantially the form set forth as Exhibit B (the “ Company’s Certificate ”), and the representations and warranties set forth on the Company’s Certificate will be true and correct as of the Closing.

(b)                The Company shall have delivered to Purchaser a duly executed Registration Rights Agreement, in substantially the form set forth as Exhibit C (the “ Registration Rights Agreement ”).

(c)                 The Company shall have performed or complied with in all material respects all covenants contained in this Subscription Agreement to be performed by the Company on or prior to the Closing.

(d)                Against payment therefor by Purchaser and Purchaser’s compliance with each of its obligations under this Subscription Agreement, and delivery to the Company of a duly executed Registration Rights Agreement, the Company shall have delivered the Shares and the Warrant.

4.                   Purchaser’s obligations under this Subscription Agreement to acquire the Subscription Shares and the Warrant will expire on September 30, 2014, unless this Subscription Agreement is accepted by the Company prior to that time. The date on which the Company accepts this Subscription Agreement, and the subscription made hereunder, as evidenced by the Company’s signature below, is referred to as the “ Acceptance Date. ”

5.                   Purchaser understands and acknowledges that the subscription provided for herein is contingent upon the Company’s acceptance of this Subscription Agreement and the Closing in all material respects in accordance with the Term Sheet. Each party shall use its best efforts to do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Subscription Agreement and the consummation of the transactions contemplated hereby.

6.                   This Subscription Agreement is governed by, and is to be construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of law.

7.                   This Subscription Agreement is binding upon the parties and their permitted successors and assigns and may be amended or terminated only by a writing signed by the parties.

8.                   Subject to the applicable statute of limitations, the representations, warranties and covenants contained in this Subscription Agreement and in the Company’s Certificate will survive the Closing and the delivery of the Securities.

9.                   Neither party may assign any of its rights or delegate any of its obligations under this Subscription Agreement without the prior written consent of the other party and any such purported assignment will be null and void. Nothing in this Subscription Agreement will be construed to give any third party any legal or equitable right, remedy or claim under or with respect to this Subscription Agreement, except such rights as will inure to a permitted assignee pursuant to this Section 9.

10.               This Subscription Agreement may be signed in any number of counterparts, all of which will be considered to be one and the same agreement.

[signature page follows]

Executed this 29 day of August, 2014.

Yours very truly,

ITEM MEDIKAL TEKNOLOJILERI LTD STI

By: /s/ Muzaffer Yazici

Name: Muzaffer Yazici

Title: Managing Director

ACCEPTED:

GUIDED THERAPEUTICS, INC.

By:  /s/ Gene S. Cartwright

Name: Gene S. Cartwright

Title: Chief Executive Officer

DATE: September 2, 2014

^[1] A “senior non-U.S. political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

^[2] “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

^[3] A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

Exhibit 10.2

Form of Registration Rights AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is dated as of ___________, 2014 and is by and between ITEM MEDIKAL TEKNOLOJILERI LTD STI, and GUIDED THERAPEUTICS, INC. (the “ Company ”).

As an inducement to the other parties hereto to make an investment in the Company’s securities pursuant to the subscription agreement, dated August 29, 2014 and accepted by the Company on September 2, 2014 (the “ Subscription Agreement ”), or pursuant to substantially similar subscription agreements, the Company has agreed to grant the other parties hereto certain rights set forth in this Agreement. All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Subscription Agreement.

The parties therefore agree as follows:

SECTION 1.     Registration Rights.

1.1               Definitions . For purposes of this Agreement:

“ Holder ” means any (i) person who owns Registrable Securities at the relevant time and is a party to this Agreement or (ii) any permitted assignee of such person.

“ Registrable Securities ” means, as of any date of determination, (a) the Subscription Shares, (b) the Warrant Shares then issuable upon exercise in full of the Warrants, and (c) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided , however , that any such Registrable Securities will cease to be Registrable Securities for so long as (x) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the SEC under the 1933 Act and such Registrable Securities have been disposed of in accordance with such effective Registration Statement, or (y) such Registrable Securities have been previously sold in accordance with Rule 144.

1.2               Piggy-Back Registration . If the Company, at any time prior to a Holder’s disposition of more than 50% of the Registrable Securities owned by such Holder as of the date hereof, proposes to file on behalf of any of its security holders a registration statement (or post-effective amendment to a prior registration statement) under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of securities for resale by certain selling stockholders, it will give written notice to all Holders at least 20 days before the initial filing with the SEC of such registration statement (or post-effective amendment). The notice will offer to include in such filing (or, if applicable, pursuant to Rule 429(b) under the Securities Act, a new registration statement with a combined prospectus that serves as a post-effective amendment to a prior registration statement) the aggregate number of shares of Registrable Securities as the Holders may request.

Each Holder desiring to have Registrable Securities registered under this Section 1.2 shall advise the Company in writing, within 10 days after the date of receipt of such notice, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall include in such filing the number of shares of Registrable Securities for which registration is so requested and shall use its reasonable best efforts to effect registration under the Securities Act of such shares. Except as otherwise provided in Section 1.4, the Company shall bear all expenses of such registration.

1.3               Registration Procedures . If the Company is required by the provisions of Section 1.2 to use its reasonable best efforts to effect the registration of any of its securities under the Securities Act, the Company will, as expeditiously as possible:

(a)                 prepare and file with the SEC a registration statement with respect to such securities, and any amendments and supplements thereto, and use its reasonable best efforts to keep the registration statement continuously effective for as long as any Holder holds Registrable Securities;

(b)                furnish to each Holder such number of copies of a prospectus or prospectus supplement in conformity with the requirements of the Securities Act;

(c)                 use its reasonable efforts to register or qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States as each Holder reasonably requests ( provided , however , that the Company will not be obligated to qualify to do business in any jurisdiction in which it is not then qualified or to file any general consent to service or process); and

(d)                promptly notify each Holder whose Registrable Securities are intended to be, or are, covered by such registration statement (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective; (ii) of the happening of any event that makes any statement made in a registration statement or related prospectus untrue or that requires the making of any changes in such registration statement or prospectus, or other documents, so that they 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 not misleading; or (iii) the temporary suspension of effectiveness of such registration statement as permitted by Section 1.6(b).

The Company will have no obligation to take any action pursuant to this Agreement in respect of the securities that are to be registered at the request of any Holder unless such Holder furnishes to the Company such information regarding the securities held by such Holder and the intended method of disposition of the securities as the Company reasonably requests and as required in connection with the action taken by the Company.

Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 1.3(e)(ii) or (iii), such Holder shall immediately discontinue such Holder’s disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such Holder’s receipt of the copies of a supplemented or amended prospectus or receipt of notice that the suspension has been lifted, as applicable.

1.4               Expenses . The Company shall pay all expenses it incurs in complying with this Agreement, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, expenses of any special audits incident to or required by any such registration and expenses of complying with the securities or blue sky laws of any jurisdiction pursuant to Section 1.3(c), except that the Company will not be liable for any fees and expenses incurred by the Holders, including, but not limited to, fees and expenses of counsel for the selling security holders or brokerage fees or underwriting discounts or commissions, if any.

1.5               Indemnification and Contribution.

(a)                 In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless to the fullest extent permitted by law the Holder of such Registrable Securities, such Holder’s directors and officers, and each other person who participated in the offering of such Registrable Securities and each other person, if any, who controls such Holder or such participating person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Holder or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such Holder or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Holder or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action;  provided ,  however , that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any actual or alleged untrue statement or actual or alleged omission made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use therein. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of such Holder or such director, officer or participating person or controlling person, and will survive the transfer of such securities by such Holder.

(b)                Each Holder, by acceptance hereof, agrees to indemnify and hold harmless to the fullest extent permitted by law the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon information provided in writing to the Company by such Holder specifically for use in the following documents and contained, on the effective date thereof, in any registration statement under which securities were registered under the Securities Act at the request of such Holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto. Notwithstanding the provisions of this paragraph (b) or paragraph (d) below, no Holder will be required to indemnify any person pursuant to this Section 1.5 or to contribute pursuant to paragraph (d) below in an amount in excess of the amount of the aggregate net proceeds received by such Holder in connection with any such registration under the Securities Act.

(c)                 Any person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (although the failure to give such notice will not limit the rights of such person, except to the extent the indemnifying party is actually prejudiced thereby) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party;  provided ,  however , that any person entitled to indemnification hereunder will have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel will be at the expense of such person unless (A) the indemnifying party has agreed to pay such fees or expenses or (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party may not settle or otherwise compromise the applicable claim unless (i) such settlement or compromise contains a full and unconditional release of the indemnified party or (ii) the indemnified party otherwise consents in writing, which consent may not be unreasonably withheld or delayed. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party will be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels.

(d)                If the indemnification provided for in this Section 1.5 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the 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, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties will 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 to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above will be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties agree that it would not be just and equitable if contribution pursuant to this Section 1.5(d) were determined by  pro - rata  allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

1.6               Certain Limitations on Registration Rights . Notwithstanding the other provisions of this Agreement:

(a)                 The Company will not be obligated to register the Registrable Securities of any Holder if, in the opinion of counsel to the Company, the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder, may be effected without registering such Registrable Securities under the Securities Act.

(b)                The Company will have the right to delay the filing or delay or suspend the effectiveness of a registration statement contemplated by this Agreement during one or more periods aggregating not more than 90 days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s board of directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.

SECTION 2.     Board Rights.

2.1               Appointment of Designee . If, by December 31, 2015, Purchaser has purchased from the Company an aggregate of $2,000,000 in the Company’s equity securities (inclusive of the Subscription Shares, but exclusive of any Warrant Shares or shares issuable upon exercise of any subsequently issued warrants) in accordance with a mutually agreeable timetable for additional investments (but subject to Section 2.3), then by no later than January 31, 2016, the Company shall expand its board of directors (the “ Board ”) by one director and appoint a designee of Purchaser reasonably acceptable to the Board (a “ Designee ”) to fill the vacancy.

2.2               Nomination at Subsequent Annual Meetings . If a Designee is appointed to the Board pursuant to Section 2.1, then for so long as the Purchaser or any of its affiliates own more than 50% of the shares of Common Stock held by them as of December 31, 2015, and subject to satisfaction of all legal and governance requirements applicable to all Board members regarding service as a director of the Company, the Company shall cause the nomination of the Designee (or an alternative designee of the Purchaser who is reasonably acceptable to the Board, such alternative to be deemed the Designee for purposes of this Section 2 upon election or appointment) for election to the Board at each subsequent annual meeting, or upon the death, resignation, removal or disqualification of the Designee, if earlier. The Purchaser and/or the Designee shall provide written notice of the Designee to the Company, together with any information pertaining to the Designee reasonably requested by the Company, including a duly completed directors’ and officers’ questionnaire typically furnished to the Board by its directors.

2.3               Limitation on Board Rights . Notwithstanding anything to the contrary in this Section 2, the Company shall not be obligated to offer or sell any shares of Common Stock to the Purchaser other than the Subscription Shares (and the Warrant Shares upon exercise of the Warrants) and shall have no liability to the Purchaser for such refusal to offer or sell shares, even if such refusal prevents Purchaser from satisfying the ownership conditions set forth in Section 2.1. However, should Purchaser invest at least an aggregate of $1,500,000 in the Company’s equity securities, Purchaser shall have the right to request the Board to consider the appointment of the Designee to the Board.

SECTION 3.     Miscellaneous.

3.1               Notices.

(a)                 Each party giving or making any notice, request, demand or other communication (each, a “ Notice ”) pursuant to this Agreement shall give the Notice in writing and use one of the following methods of delivery, each of which for purposes of this Agreement is a writing: personal delivery, Registered or Certified Mail (in each case, return receipt requested and postage prepaid), nationally recognized overnight courier (with all fees prepaid; signature upon receipt), facsimile or e-mail.

(b)                Any party giving a Notice shall address the Notice to the appropriate person at the receiving party (the “ Addressee ”) at the last-known address appearing on the books of the Company maintained for such purpose, if to a Holder, and to the Company’s corporate headquarters, attention: Chief Executive Officer, if to the Company, or, in each case, to another Addressee or another address as designated by a party in a Notice pursuant to this Section.

(c)                 Except as provided elsewhere in this Agreement, a Notice is effective only if the party giving the Notice has complied with subsections (a) and (b) of this Section 3.1 and if the Addressee has received the Notice. Notice is deemed to have been received upon date of the return receipt or signature upon receipt, or confirmation of receipt via facsimile or e-mail, as appropriate.

3.2               No Assignment by Holders . Except as expressly provided in this Section 3.2, no Holder may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company and any such purported assignment will be null and void. A Holder may assign its rights under this Agreement without such consent to any affiliate of such Holder who acquires Registrable Securities from such Holder or its affiliates; provided ,  however , that any such affiliate must agree to agree to be bound by the terms of this Agreement , and become a Holder for purposes of this Agreement. Nothing in this Agreement will be construed to give any third party any legal or equitable right, remedy or claim under or with respect to this Subscription Agreement, except such rights as may inure to a permitted assignee pursuant to this Section 3.2.

3.3               Governing Law; Jurisdiction; Jury Waiver . This Agreement is governed by, construed and enforced in accordance with the laws of the State of New York without giving effect to the conflict of laws provisions thereof. Each of the parties hereby submits to personal jurisdiction and waives any objection as to venue in the County of New York, State of New York. Service of process on the parties in any action arising out of or relating to this Agreement will be effective if mailed to the parties in accordance with Section 3.1. The parties waive all right to trial by jury in any action or proceeding to enforce or defend any rights hereunder.

3.4               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.

3.5               Entire Agreement . This Agreement represents the complete agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof.

3.6               Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts (including by .pdf or facsimile), each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement.

3.7               Termination . The Company’s obligations under this Agreement will cease with respect to any person when such person ceases to be a Holder. Notwithstanding the foregoing, the Company’s obligations under Sections 1.4 and 1.5 will survive in accordance with their terms.

[signature page to follow]

This Registration Rights Agreement is being signed effective as of the date first written above.

GUIDED THERAPEUTICS, INC.

By:____________________________________

Name: Gene S. Cartwright

Title: Chief Executive Officer

ITEM MEDIKAL TEKNOLOJILERI LTD STI

By:____________________________________

Name: Muzaffer Yazici

Title: Managing Director