EXHIBIT
4.1
WARRANT
AGREEMENT
This Warrant Agreement (this " Agreement "), dated as of
August 8, 2005, is made by and among SpectRx, Inc., a Delaware
corporation (the " Company "), and the individuals listed on
Exhibit A attached hereto (such individuals being referred
to collectively herein as the " Investors ").
W I T N E S S E T H
:
WHEREAS, on June 3, 2005, the Company executed a term sheet
entitled "Secured Notes Summary of Terms" (the " Term Sheet
"), pursuant to which it had been contemplated that certain of the
Investors would collectively provide a $1,000,000 loan to the
Company (the " Notes Transaction ");
WHEREAS, the Term Sheet provides that, if the Company determines
not to consummate the Notes Transaction, the Company will
nonetheless modify any existing warrants to purchase shares of the
Company's Common Stock, par value $.001 per share (" Company
Common Stock ") (other than those warrants for Company Common
Stock issued pursuant to the Company's March 2004 Series A
Preferred Stock financing) held by any of the Investors
(collectively, the " Existing Investor Warrants ") in
accordance with the terms described in the Term Sheet opposite the
heading entitled "Warrant Modification");
WHEREAS, the Company has determined not to consummate the Notes
Transaction and, as a consequence thereof, is entering into this
Agreement in order to, inter alia, effect the modification to the
Existing Investor Warrants contemplated by the Term Sheet; and
WHEREAS, in order to resolve all potential claims that the
Investors, or any of them, may allegedly have as a result of the
Company's determining not to consummate the Notes Transaction or
otherwise, the Company has agreed, in return for the release set
forth herein, to issue to Dolores Maloof and Jimmy Funderburke
warrants to purchase shares of the common stock, no par value ("
GT Common Stock "), of Guided Therapeutics, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (" GT
"), on the terms and conditions set forth herein;
NOW, THEREFORE, the parties to this Agreement hereby agree as
follows:
ARTICLE I
MODIFICATION OF EXISTING INVESTOR WARRANTS
SECTION 1.1. Contemporaneously with the execution of this
Agreement, each Existing Investor Warrant shall be amended and
restated, with the result that each of the Existing Investor
Warrants shall, from and after the execution of this Agreement, be
in the form of Amended and Restated Warrant attached to this
Agreement as Exhibit B .
SECTION 1.2. Contemporaneously with the execution of this
Agreement, each Investor covenants to surrender to the Company the
original Existing Investor Warrants held by it that are to be so
amended and restated.
ARTICLE II
GT WARRANTS; CERVICAL CANCER DETECTION TECHNOLOGY
SECTION 2.1. Contemporaneously with the closing of an initial
financing of GT pursuant to which GT receives proceeds of not less
than $3,000,000.00 (a " GT Financing "), SpectRx shall issue
to Dolores Maloof and Jimmy Funderburke warrants (the " GT
Warrants ") to purchase from SpectRx an aggregate number of
shares of GT Common Stock owned by SpectRx equal to 7.5% of the
outstanding GT Common Stock as of the closing of the GT Financing,
with each such individual to receive a GT Warrant for the
percentage of the outstanding GT Common Stock indicated opposite
such individual on Exhibit A attached hereto (referred to
herein as such individual's " GT Percentage "). Each GT
Warrant shall be in the form attached hereto as Exhibit C
.
SECTION 2.2. In the event that, prior to a GT Financing, the
Company licenses or sells the Company's cervical cancer detection
technology (such technology being more particularly described on
Exhibit D attached hereto), then the Company shall, promptly
upon receipt of the proceeds in respect thereof, remit to Dolores
Maloof and Jimmy Funderburke an amount equal to, in the aggregate
for both such individuals, 7.5% of the net proceeds thereof, with
each such individual to receive an amount of such net proceeds in
proportion to his or her GT Percentage.
ARTICLE III
RELEASE
SECTION 3.1. As a material inducement to the Company to enter
into this Agreement, and except for the obligations of the Company
set forth or described in this Agreement or under the agreements
and instruments of the Company listed in Schedule 3.1 to
this Agreement, each of the Investors hereby irrevocably and
unconditionally releases, acquits and forever discharges the
Company, GT, and each of their respective shareholders,
subsidiaries, affiliates, predecessors, successors, assigns,
agents, directors, officers, employees, representatives and
attorneys, and all persons acting by, through, under or in concert
with any of them (collectively, the " Releasees "), or any
of them, from any and all charges, complaints, claims, promises and
agreements, damages (including attorneys' fees and costs actually
incurred) of any nature whatsoever, known or unknown, suspected or
unsuspected, including, but not limited to, rights arising out of
alleged violations of any contracts, express or implied, and
including, but not limited to, arising out of or in connection with
the Term Sheet, the transactions contemplated thereby, or the
Company's determination not to proceed with the transactions
contemplated by the Term Sheet (each a " Claim " and,
collectively, " Claims "), that such Investor now has, owns
or holds, or claims to have, own or hold, or that such Investor at
any
