Attached files
Exhibit
10.54
FINDER'S
FEE AGREEMENT FOR IRON STONE CAPITAL
This
AGREEMENT (the"Agreement") dated this ___ day of August, 2019
BETWEEN:
Guided
Therapeutics Inc., 5835 Peachtree Comers East, Suite D, Norcross,
GA 30092 (the "Company")
-AND-
Iron
Stone Capital 20 Scrivener Square Suite 607 Toronto, M4W 3X9 Canada
("ISC")
WHEREAS
ISC has offered to provide certain services to GTI in GTI's capital
raising efforts,
WHEREAS
GTI is in need of ISC's services to raise capital in Canada,
WHEREAS ISC has already provided good and valuable services and it
is expected that it will continue to do so,
IT IS
HEREBY AGREED AS FOLLOWS: Services Provided
1. ISC will
assist GTI in raising capital in Canada (and elsewhere if possible)
in GTI' s current fund-raising efforts.
Compensation
Package
2.
ISC
will receive 5% cash and 5% warrants on all funds it raises
including bridge loans to assist the company in closing the deal.
The warrants are at a cost of25 cents, exercisable for 3 years. To
be clear, if, for example, $1OOk is raised with warrants at an
exercise price of $.25, the fees will be $5,000 and the number of
warrants will be 20,000 ($1OOk divided by $.25 multiplied by
5%).
3.
All
warrants set forth herein shall be specified as and are fully
transferrable.
4.
ISC
will be working with others to help raise capital. Others may
require fees of 7% cash and 7% warrants, in which case they will
receive such fees and warrants and ISC will receive no fees and
warrants on such capital raised.
Notice
5. 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:
a.
Company 5835 Peachtree Comers East, Suite B, Norcross, GA
30092
b.
B&B 20 Scrivener Square Suite 607, Toronto, M4W 3X9 Canada or
to such other address as either Party may from time to time notify
the other. Indemnification
6.
Except to the extent paid in settlement from any applicable
insurance policies, and to the 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.
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Confidentiality
7. The
terms of this agreement shall remain confidential and not revealed
by the parties to any other person or entity without the agreement
of both parties.
Modification of
Agreement
8. Any
amendment or modification of this Agreement or additional
obligation assumed by either Party in connection with this
Agreement will only be binding if evidenced in writing signed by
both Parties or an authorized representative of each
Party.
Time of
the Essence
9. Time
is of the essence in this Agreement. No extension or variation of
this Agreement will operate as a waiver of this
provision.
Assignment
10.
Neither Party will voluntarily, or by operation of law, assign or
otherwise transfer its obligations under this Agreement without the
prior written consent of the other Party.
Entire
Agreement II. It is agreed
that there is no representation, warranty, collateral agreement or
condition affecting this Agreement except as expressly provided in
this Agreement.
Enurement
12.
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.
Titles/Headings
13.
Headings are inserted for the convenience of the Parties only and
are not to be considered when interpreting this
Agreement.
Gender
14.
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
15.
This Agreement will be governed by and construed in accordance with
the laws of the 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 the 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.
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Severability
16.
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 be valid and enforceable with the invalid
or unenforceable parts severed from the remainder of this
Agreement.
Waiver
17. The
waiver by either Party of a breach, default, delay or omission of
any of the provisions of this Agreement by the other Party will not
be construed as a waiver of any subsequent breach of the same or
other provisions.
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01/06/2020
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Company: GUIDED
THERAPEUTICS, INC.
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Date:
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By: /s/
Gene S. Cartwright
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Name:
Gene S. Cartwright
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Title:
CEO
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01/06/2020
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Company: IRON STONE
CAPITAL
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Date:
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By:
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