Promotional Agreement, dated as of January 22, 2020, by and between Guided Therapeutics, Inc. and Blumberg & Bowles Consulting, LLC

 

 

2. Except as otherwise provided in this Agreement, the obligations of B&B will end upon the termination of this Agreement, or subsequent renewals.

 

Services Provided

3. The Company hereby agrees to engage B&B to provide the Company with the following services (the "Services"): work with current and future investors to so as to enhance the Company’s reputation and. profile and the value of the Company's share price and work with the Company in providing materials for public consumption to dovetail with this process.

 

Compensation Package

 

5. The Company will issue to B&B a total of 5,000,000 warrants in four tranches, all with an exercise price of $0.25, based on, the following schedule:

 

(a) 25% (1 ,250,000 warrants) issued and exercisable no earlier than six months after close of the Series D Unit Offering and with a minimum share price of $0.50 based the 30-day VWAP immediately prior to the issuance of the warrants. This tranche warrants shall have a two (2) year term after issuance;

 

(b) 25% (1,250,000 warrants) issued and exercisable no earlier than twelve months after the close of the Series D Unit offering and with a minimum share price of $0.75 based on the: 30-dayVWAP immediately prior to the issuance of the warrants. This tranche of warrants shall have a one-and-half (1.5) year term after issuance;

 

(c) 25% (1,250t OOO warrants) issued and exercisable no earlier than eighteen months after the close of the Series D Unit Offering and with a minimum share price of $1.0 based on a30-day VWAP immediately prior to the issuance of the warrants tranche of warrants shall have a one (1) year term after issuance;

and

 

(d) 25% (l, 250,000 warrants) issued and exercisable no earlier than twenty-four months after the close of the Series D Unit Offering and with a minimum share price of $1. 5 based on the 30-day VWAP immediately prior to the issuance of the warrants. This tranche of warrants shall have a one (1) year term after issuance;

 

 

Notice

 

10. All notices" requests, demands or other ,\communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

 

  

 

Indemnification

 

11.Except to the extent paid in settlement from any applicable insurance policies, and to extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and. costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party that the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement were unaware of.

 

12. The terms of this agreement shall remain confidential and not revealed by the parties any other person or entity without the agreement of both parties.

 

 

 

17. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TitlesIHeadings

 

18. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

 

Gender

 

19. Words in the ·singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

 

Governing Law

 

20. This Agreement will be governed by and constructed in accordance with the laws of e State of Georgia in the United States and venue for any action involving this agreement shall be in the County in which the Company is situated in the State of Georgia. In e event of a dispute the first step towards a resolution will be to implement the services of a qualified mediator for which the cost of said services will be borne by the Company. If one mediator should fail to facilitate reconciliation of the dispute, then three qualified mediators will be engaged and the fees for all three will be borne equally by the parties.

 

Severability

 

21. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to valid and enforceable with the invalid or unenforceable parts severed from the remainder ofthis Agreement.