CERTIFICATE OF INCORPORATION
GUIDED THERAPEUTICS, INC.
(AS AMENDED THROUGH FEBRUARY 26, 2010)
The name of the corporation is Guided Therapeutics, Inc. (the “Corporation”).
The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City
of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
The Corporation is authorized to issue two classes of shares of stock to be designated, respectively,
Common Stock, $0.001 par value, and Preferred Stock, $0.001 par value. The total number of shares that the
Corporation is authorized to issue is $105,000,000 shares. The number of shares of Common Stock authorized
is 100,000,000. The number of shares of Preferred authorized is 5,000,000.
The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or
resolutions providing for such issue duly adopted by the board of directors (authority to do so being hereby
expressly vested in the board). The board of directors is further authorized to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock
and to fix the number of shares of any series of Preferred Stock and the designation of any such series of
Preferred Stock. The board of directors, within the limits and restrictions stated in any resolution or resolutions of
the board of directors originally fixing the number of shares constituting any series, may increase or decrease (but
not below the number of shares in any such series then outstanding) the number of shares of any series
subsequent to the issue of shares o