Attached files
Exhibit 10.31
PROMISSORY NOTE
|
Original Issuance
Date: February 15,2019
|
Principal Amount: $50,000.00
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THIS PROMISSORY NOTE is
duly authorized and validly
Note of Guided
Therapeutics,
Inc.,
a Delaware corporation, (the "Company"), having
its principal
place of business
at 5835 Peachtree Corners
East, Suite
B, Norcross, Georgia 30092.
FOR VALUE
RECEIVED, the undersigned
promises to pay
to John W.
Gould ("Holder") the
principal sum of
FIFTY THOUSAND DOLLARS AND
00/100 CENTS ($50,000.00),
and no fee or interest,
for the total of FIFTY THOUSAND DOLLARS AND
00/
100 CENTS
($50,000.00), in lawful
money of the United States of
America, at such
place as Holder may designate
in writing.
The entire unpaid principal balance due
on this
Promissory
Note (this "Note"),
together with all accrued and unpaid interest and
fees, if any, at the choice
of the
Holder, shall be due and payable in
full from the funds received
by the Company
from a financing of
at least $1
,000,000.00
DOLLARS (one
million U.S.
dollars, zero
cents) or to be included
as part of
the Company's financing. Should the Company not
complete a financing of
at least $1,000,000 within 90 days of
the execution of thi s
Promissory Note, any
unpaid amounts shall
be due in full to the Holder
and shall
accrue 6% annual interest from the date
thereof if not paid in full.
In addition, the
Holder of this Note
shall be granted 10 (ten)
warrants for each dollar
loaned to the Company under
this Promissory
Note. The warrants shall
vest upon the financing of
at least
$1,000,000.00 DOLLARS and
expire on the third
anniversary of said
financing. The warrant exercise price shall be set
at market price
as defined by the five
day volume adjusted weighted price (VW
AP), or alternatively the same
as for
warrants granted to
investors
as part of any
$1 million dollar
or more financing of the
Company.
All parties to thi s Note,
including maker and any
sureties, endorsers, or
guarantors, hereby waive protest,
presentment,
notice of dishonor,
and notice of acceleration
of maturity and agree to continue to
remain bound for the
payment of principal, interest and
all other sums due under
this Note, notwithstanding any change or changes by way
of release,
surrender, exchange,
modification or substitution of any security for
this Note or by way of
any extension or extensions of time for the payment of
principal and interest, if
any; and all such parties waive
all and every kind
of notice of such
change or changes and agree that the same
may be
made without
notice or consent
ofany of them.
This Note shall be governed by,
and construed in accordance with, the laws
of the State of
Georgia, regardless of
laws that might otherwise govern under applicable principles of conflicts
of law.
IN WITNESS WHEREOF, the
undersigned has caused this
instrument to be duly executed the
day and year first above
written.
GUIDED
THERAPEUTICS, INC.
/s/ Mark Faupel
Mark
Faupel
COO