Exhibit 10.49


 


NEITHER THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.




 


	Principal Amount: $128,000.00	Issue Date: October 22, 2020
	Purchase Price: $128,000.00	 






 


CONVERTIBLE PROMISSORY NOTE


 


FOR
VALUE RECEIVED, ELECTROMEDICAL TECHNOLOGIES, INC., a Delaware corporation (hereinafter called the “Borrower”),
hereby promises to pay to the order of REDSTART HOLDINGS CORP., a New York corporation, or registered assigns (the “Holder”)
the sum of $128,000.00 together with any interest as set forth herein, on October 22, 2021 (the “Maturity Date”), and
to pay interest on the unpaid principal balance hereof at the rate of ten percent (10%)(the “Interest Rate”) per annum from
the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by
prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount
of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum
from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the
Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder
(to the extent not converted into common stock, $0.00001 par value per share (the “Common Stock”) in accordance with the terms
hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall
hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein,
and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof,
pursuant to which this Note was originally issued (the “Purchase Agreement”).


 


This Note is free from all
taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar
rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 






    


     


    

 


The following
terms shall apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1            Conversion
Right. The Holder shall have the right from time to time, and at any time during the period beginning on the date of issuance of
this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as
defined in Article III), each in respect of the remaining outstanding amount of this Note to convert all or any part of the
outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on
the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be
changed or reclassified at the conversion price determined as provided herein (a “Conversion”); provided, however,
that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon
conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates
(other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the
Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or
exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the
conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in
beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of
the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G
thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion
as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each
conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable conversion price
then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice
of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice
of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to
the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the
Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term
 “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of
this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if
any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the
Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or
(2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.


 


1.2            Conversion Price.
The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein)(subject to equitable
adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the
securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar
events). The "Variable Conversion Price" shall mean 1.0 minus the Applicable Percentage (as defined herein) multiplied by the
Market Price (as defined herein). “Market Price” shall equal the average of the lowest three (3) daily VWAPs over the
fifteen (15) consecutive Trading Days immediately preceding the date on which the Market Price is being determined. “VWAP”
shall mean the daily dollar volumeweighted average sale price for the Common Stock on the Principal Market on any particular Trading
Day during the period beginning at 9:30 a.m., New York City Time (or such other time as the Principal Market publicly announces is the
official open of trading), and ending at 4:00 p.m., New York City Time (or such other time as the Principal Market publicly announces
is the official close of trading), as reported by Bloomberg through its "Volume at Price" functions or, if the foregoing does
not apply, the dollar volumeweighted average price of such security in the over-the-counter market on the electronic bulletin board for
such security during the period beginning at 9:30 a.m., New York City Time (or such other time as the Principal Market publicly announces
is the official open of trading), and ending at 4:00 p.m., New York City Time (or such other time as the Principal Market publicly announces
is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security
by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers
for such security as reported in the OTCBB or the "pink sheets" by the National Quotation Bureau, Inc. If the VWAP cannot
be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair
market value as mutually determined by the Company and the holder of the Note. All such determinations of VWAP shall to be appropriately
and equitably adjusted in accordance with the provisions set forth herein for any stock dividend, stock split, stock combination or other
similar transaction occurring during any period used to determine the Market Price (or other period utilizing VWAPs). “Trading
Day” shall mean a day on which there is trading on the Principal Market. “Principal Market” shall mean the OTCBB or
such other principal market, exchange or electronic quotation system on which the Common Stock is then listed for trading. “Applicable
Percentage” shall mean 35%.


 






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1.3            Authorized
Shares. The Borrower covenants that during the period theconversion right exists, the Borrower will
reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the
issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at
all times to have authorized and reserved six times the number of shares that would be issuable upon full conversion of the Note (assuming
that the 4.99% limitation set forth in Section 1.1 is not in effect)(based on the Variable Conversion Price of the Note (as defined
in Section 1.2) from time to time, initially 2,171,014 shares)(the “Reserved Amount”).
The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the
Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully
paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would
change the number of shares of Common Stock into which the Notes shall be convertible at the then current Variable Conversion Price,
the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock
authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that
it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and
(ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty
of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms
and conditions of this Note.


 


If, at any
time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the
Note.


 


1.4            Method
of Conversion.


 


(a)            Mechanics
of Conversion. As set forth in Section 1.1 hereof, from time totime, and at any time during the period beginning on the date
which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the
date of payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any time from time to time after
the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication
dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering
this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).





 






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(b)               Surrender
of Note Upon Conversion. Notwithstanding anything to thecontrary set forth herein, upon conversion of this Note in accordance with
the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal
amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and
the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require
physical surrender of this Note upon each such conversion.


 


(c)               Delivery
of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable
means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower
shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable
upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion
of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.
Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable
upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to
reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this
Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets,
as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s
obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of
any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment
against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower
to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder
of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower
to the Holder in connection with such conversion.


 


(d)               Delivery
of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon
conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the
Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion
to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission
(“DWAC”) system.


 






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(e)             Failure
to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including
actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note
is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in
cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”);
provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and
not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common
Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the
option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall
be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note
and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees
that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference
with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages
provision contained in this Section 1.4(e) are justified.


 


1.5           Concerning the Shares. The shares of Common Stock issuable upon
conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration
statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which
opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the
shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144
or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as
defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this
Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).


 


Any restrictive
legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall
issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received
an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions,
to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion
shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon
conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the
Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the
opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such
as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 


1.6           Effect
of Certain Events.




 


(a)             Effect
of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of
the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than
50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower
with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of
Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation
of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III).
 “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other
entity or organization.


 






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(b)             Adjustment
Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the
Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result
of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes
of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets
of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter
have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu
of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would
have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without
regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the
rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment
of the Variable Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as
nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall
not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, ten (10) days
prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of
shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,
reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the
resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions
shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.





 


(c)                Adjustment
Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to
holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or
distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary
(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note
after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which
would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been
the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such
Distribution.


 


1.7            Prepayment.
Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately
following this paragraph (the “Prepayment Periods”) or as otherwise agreed to between the Borrower and the Holder, the
Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the
Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.7. Any notice
of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered
addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of
prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date
fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount
(as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which
shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If
the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the
percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the
applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus
(x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus
(y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed
to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”).


 






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	Prepayment Period	 	Prepayment Percentage	 
	1.      The period beginning on the Issue Date and ending on the date which is one hundred fifty (150) days following the Issue Date.	 	 	123	%
	2.       The period beginning on the date that is one hundred fifty-one (151) days from the Issue Date and ending one hundred eighty (180) days following the Issue Date.	 	 	129	%



 


After the expiration
of the Prepayment Periods set forth above, the Holder may submit an Optional Prepayment Notice to the Holder. Upon receipt by the Holder
of the Optional Prepayment Notice post Prepayment Periods, the prepayment shall be subject to the Holder’s and the Borrower’s
agreement with respect to the applicable Prepayment Percentage.


 


Notwithstanding
anything contained herein to the contrary, the Holder’s conversion rights herein shall not be affected in any way until the Note
is fully paid (funds received by the Holder) pursuant to an Optional Prepayment Notice.


 


ARTICLE II. CERTAIN COVENANTS


 


2.1            Sale
of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s
written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business.
Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.


 


ARTICLE III. EVENTS OF DEFAULT


 


If any of the
following events of default (each, an “Event of Default”) shall occur:


 


3.1            Failure
to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether
at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the
Holder.


 






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3.2           Conversion
and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it
will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the
terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any
certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent
in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the
Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its
transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to
withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder
upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement,
statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall
continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing)
for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower
to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this
Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder,
the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be
paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.





 


3.3           Breach
of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any
collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days
after written notice thereof to the Borrower from the Holder.


 


3.4           Breach
of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or
certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement),
shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a
material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.5           Receiver
or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for
or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a
receiver or trustee shall otherwise be appointed.


 


3.6           Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under
any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the
Borrower.


 


3.7           Delisting of Common Stock.
The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation
platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap
Market, the New York Stock Exchange, or the American Stock Exchange.


 


3.8           Failure
to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or
the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.


 


3.9           Liquidation.
Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


 


3.10         Cessation of Operations.
Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due,
provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission
that the Borrower cannot pay its debts as they become due.


 






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3.11         Financial
Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days
after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by
comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with
respect to this Note or the Purchase Agreement.


 


3.12         Replacement
of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior
to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the
Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


3.13         Cross-Default.
Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by
the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all
applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the
Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the
Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder.
 “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and,
or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes;
provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each
of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of
Borrower to the Holder.


 


Upon the occurrence
and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal
hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay
to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE
AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND
THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT
SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified
in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market
Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable
through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of
an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon
at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay
to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum
of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal
amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any,
on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections
1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred
to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) the “parity
value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable
upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding
the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Variable Conversion
Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion
Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the Common Stock during the period beginning
on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default
Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice,
all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection,
and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.


 






    9


     


    







 


If the Borrower
fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder
shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient
authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares
of Common Stock of the Borrower equal to the Default Amount divided by the Variable Conversion Price then in effect.


 


ARTICLE IV. MISCELLANEOUS


 


4.1           Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


4.2           Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or
(iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business
day during normal business hours where such notice is to be received) or (b) on the second business day following the date of
mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communications shall be:


 


If to the Borrower,
to:


 


ELECTROMEDICAL
TECHNOLOGIES, INC.





16561 N. 92nd
Street, Suite 101





Scottsdale, AZ
85260





Attn: Matthew
Wolfson, Chief Executive Officer Fax:





Email: ceo@electromedtech.com


 






    10


     


    

 


If to the Holder:


 


REDSTART HOLDINGS
CORP. 1188 Willis Avenue





Albertson, New
York 11507





Attention: Gregg B. Solomon, President
e-mail:


redstartholdingscorp@gmail.com


With a copy by fax only to (which copy shall not constitute notice):


 


Naidich Wurman LLP





111 Great Neck
Road, Suite 216





Great Neck, NY 11021 Attn: Allison
Naidich facsimile:


516-466-3555





e-mail: allison@nwlaw.com


 


4.3            Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term
 “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes
issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or
supplemented.


 


4.4            Most Favored Nation.
During the period where any monies are owed to the Holder pursuant to this Note, if the Borrower engages in any future financing transactions
with a third party investor, the Borrower will provide the Holder with written notice (the “MFN Notice”) thereof promptly
but in no event less than 10 days prior to closing any financing transactions. Included with the MFN Notice shall be a copy of all documentation
relating to such financing transaction and shall include, upon written request of the Holder, any additional information related to such
subsequent investment as may be reasonably requested by the Holder. In the event the Holder determines that the terms of the subsequent
investment are preferable to the terms of the securities of the Borrower issued to the Holder pursuant to the terms of the Purchase Agreement,
the Holder will notify the Borrower in writing. Promptly after receipt of such written notice from the Holder, the Borrower agrees to
amend and restate the Securities (which may include the conversion terms of this Note), to be identical to the instruments evidencing
the subsequent investment. Notwithstanding the foregoing, this Section 4.4 shall not apply in respect of (i) an Exempt Issuance,
or (ii) an underwritten public offering of Common Stock. “Exempt Issuance” means the issuance of: (a) shares of
Common Stock or options to employees, officers, consultants, advisors or directors of the Borrower pursuant to any stock or option plan
duly adopted for such purpose by a majority of the members of the Board of Directors or a majority of the members of a committee of directors
established for such purpose, (b) securities upon the exercise or exchange of or conversion of this Note and/or other securities
exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof, and (c) securities
issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Borrower, provided
that any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic
with the business of the Borrower and in which the Borrower receives benefits in addition to the investment of funds, but shall not include
a transaction in which the Borrower is issuing securities primarily for the purpose of raising capital or to an entity whose primary business
is investing in securities.


 






    11


     


    




 


4.5           Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its
successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in
Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note
may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned
by the Holder without the consent of the Borrower.


 


4.6           Cost
of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys’ fees.


 


4.7           Governing
Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by
this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau.
The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and
shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and
Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees
and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any
agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action
or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law.


 


4.8           Purchase
Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.


 


4.9           Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a
breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the
Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and
without any bond or other security being required.


 












    12


     


    




 





IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name by its duly authorized officer this on October 22, 2020


 


ELECTROMEDICAL
TECHNOLOGIES, INC.


 


	By:	 	 
	 	Matthew Wolfson	 
	 	Chief Executive Officer	 



 








EXHIBIT A
-- NOTICE OF CONVERSION


 


The undersigned hereby elects to convert $_________________
principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the
Note (“Common Stock”) as set forth below, of ELECTROMEDICAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”)
according to the conditions of the convertible note of the Borrower dated as of October 22, 2020 (the “Note”), as of
the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.


 


Box Checked as
to applicable instructions:


 


	
     ̈

     

     
	 	
    The Borrower shall electronically transmit the
    Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit
    Withdrawal Agent Commission system (“DWAC Transfer”).

     

    Name of DTC Prime Broker:

    Account Number:

	 	 	 
	
     ̈

     
	 	
    The undersigned hereby requests that the Borrower
    issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s
    calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

     

    REDSTART HOLDINGS CORP.

    1188 Willis Avenue

    Albertson, New York 11507

    Attention: Gregg B. Solomon, President

 e-mail: redstartholdingscorp@gmail.com



 





	 	Date of conversion:	 	 	 	 
	 	Applicable Conversion Price:	 	$	           	 
	 	Number of shares of common stock to be issued pursuant to conversion of the Notes:	 	 	 Amount of Principal	 
	 	Balance due remaining under the Note after this conversion:	 	 	                                     	 



















 


 


REDSTART HOLDINGS
CORP.


 


	 	By:	 	 
	 	Name: Gregg B. Solomon, President 

Date:




 






    13


     


    

 






SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of October 22, 2020, by and between ELECTROMEDICAL TECHNOLOGIES, INC.,
a Delaware corporation, with its address at 16561 N. 92nd Street, Suite 101, Scottsdale, AZ 85260 (the “Company”), and
REDSTART HOLDINGS CORP., a New York corporation, with its address at 1188 Willis Avenue, Albertson, New York 11507 (the “Buyer”).


 


WHEREAS:


 


A.           The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”); and


 


B.            Buyer
desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a convertible
note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $128,000.00 (together with any
note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof,
the “Note”), convertible into shares of common stock, $0.00001 par value per share, of the Company (the “Common Stock”),
upon the terms and subject to the limitations and conditions set forth in such Note.


 


NOW
THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:


 


		1.	Purchase and Sale of Note.



 


a.            Purchase
of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase
from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature
pages hereto.


 


b.            Form of
Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and
sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to
the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal
amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and
(ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such
Purchase Price.


 






    


     


    

 


c.            Closing
Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7
below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be
12:00 noon, Eastern Standard Time on or about October 23, 2020, or such other mutually agreed upon time. The closing of the
transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be
agreed to by the parties.


 


		2.	Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:



 


a.            Investment
Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise
pursuant to the Note (such shares of Common Stock being collectively referred to herein athe Company that:s the “Conversion Shares” and, collectively
with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof,
except pursuant to sales registered or exempted from registration under the 1933 Act.


 


b.            Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D (an “Accredited Investor”).


 


c.            Reliance
on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the
Buyer to acquire the Securities.


 


d.            Information.
The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such
information is disclosed to the public prior to or promptly following such disclosure to the Buyer.


 






    2


     


    

 


e.            Legends.
The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be
sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the
following form:


 


"THE SECURITIES
REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE
ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE
TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."


 


The legend set forth above
shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped,
if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration
statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the
number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion
of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale
or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that
the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which
the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does
not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration,
such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 


f.            Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf
of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its
terms.


 






    3


     


    

 


		3.	Representations and Warranties of the Company. The Company represents and warrants to the
Buyer that:



 


a.            Organization
and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full
power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where
now owned, leased, used, operated and conducted. “Subsidiaries” means any corporation or other organization, whether
incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.


 


b.            Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the
Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of
the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and
reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the
Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its
shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized
representative, and such authorized representative is the true and official representative with authority to sign this Agreement and
the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and
upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its terms.


 


c.            Capitalization.
As of the date hereof, the authorized common stock of the Company consists of 50,000,000 authorized shares of Common Stock, $0.00001
par value per share, of which 29,321,878 shares are issued and outstanding. All of such outstanding shares of capital stock are, or
upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .


 


d.            Issuance
of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance
with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and
encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders
of the Company and will not impose personal liability upon the holder thereof.


 






    4


     


    

 


e.            No
Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion
Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate
or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or
both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii)  result in a
violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations
of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material
Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long
as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. “Material
Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company
or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered
into in connection herewith.


 


f.             SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to
be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the
 “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial
statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being
hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true
and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates or if
amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of the 1934
Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be
amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the
date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company
included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United
States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all
material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and
the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.


 






    5


     


    

 


g.            Absence
of Certain Changes. Since June 30, 2020, except as set forth in the SEC Documents, there has been no material adverse
change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition,
results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.


 


h.            Absence
of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the
Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or
directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any
facts or circumstances which might give rise to any of the foregoing.


 


i.             No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer
will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any
shareholder approval provisions applicable to the Company or its securities.


 


j.             No
Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction
fees or similar payments relating to this Agreement or the transactions contemplated hereby.


 






    6


     


    

 


k.            No
Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will
not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


l.             Breach
of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this
Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event
of default under Section 3.4 of the Note.


 


		4.	COVENANTS.



 


a.            Best
Efforts. The Company shall use its best efforts to satisfy timely each of the conditions described in Section 7 of this
Agreement.


 


b.            Form D;
Blue Sky Laws. The Company agrees to timely make any filings required by federal and state laws as a result of the closing of
the transactions contemplated by this Agreement.


 


c.            Use
of Proceeds. The Company shall use the proceeds for general working capital purposes.


 


d.            Expenses.
At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse
Buyer’ expenses shall be $3,000.00 for Buyer’s legal fees and due diligence fee.


 


e.            Corporate
Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not
sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.


 


f.             Breach
of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other
remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the
Note.


 






    7


     


    

 


g.            Failure
to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting
requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.


 


h.            The
Buyer is Not a “Dealer”. The Buyer and the Company hereby acknowledge and agree that the Buyer has not:
(i) acted as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market
maker; or (iv) conducted any other professional market activities such as providing investment advice, extending credit and
lending securities in connection; and thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.


 


5.             Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in
the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the
Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent
Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the
effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved
Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration
of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from
registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The
Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this
Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on
the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its
transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in
certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the
Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent
not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop
transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or
otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer provides the Company and the
Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions
in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under
the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent
to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the
intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a
breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any
bond or other security being required.


 






    8


     


    

 


6.
            Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to
issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following
conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time
in its sole discretion:




 


a.            the Company.   The Buyer shall have executed this Agreement and delivered the same to


 





b.            Section 1(b) above.   The Buyer shall have delivered the Purchase Price in accordance with


 





c.
            The representations and warranties of the Buyer shall be true and correct
in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations
and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at
or prior to the Closing Date.


 


d.            No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


7.             Conditions
to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing is
subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are
for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


a.            The
Company shall have executed this Agreement and delivered the same to the Buyer.


 






    9


     


    

 


b.            The
Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance with
Section 1(b) above.


 


c.            The
Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and
acknowledged in writing by the Company’s Transfer Agent.


 


d.            The
representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of
the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have
received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the
foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates
with respect to the Board of Directors’ resolutions relating to the transactions contemplated hereby.


 


e.            No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


f.             No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not
limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act
reporting obligations.


 


g.            The
Conversion Shares shall have been authorized for quotation on an exchange or electronic quotation system and trading in the Common
Stock on such exchange or electronic quotation system shall not have been suspended by the SEC or an exchange or electronic
quotation system.


 






    10


     


    

 


h.            The
Buyer shall have received an officer’s certificate described in Section 3(d) above, dated as of the Closing Date.


 


8.            Governing
Law; Miscellaneous.


 


a.
           Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought
by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts
of New York or in the federal courts located in the state and county of Nassau. The parties to this Agreement hereby irrevocably waive
any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being
served in any suit, action or proceeding in connection with this Agreement, the Note or any related document or agreement by mailing
a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


b.
           Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party.


 


c.
           Headings. The headings of this Agreement are for convenience
of reference only and shall not form part of, or affect the interpretation of, this Agreement.


 


d.           Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision hereof.


 






    11


     


    

 


e.            Entire
Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with
respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor
the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.


 


f.
           Notices. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in writing and, unless otherwise specified
herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage
prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram,
or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.
Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or
delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated
below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on
the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this
Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214,
Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com.
Each party shall provide notice to the other party of any change in address.


 


g.
          Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement
or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign
its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,”
as that term is defined under the 1934 Act, without the consent of the Company.


 


h.
           Survival. The representations and warranties of the Company
and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation
conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors,
employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its
representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including
advancement of expenses as they are incurred.


 






    12


     


    

 


i.            Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


j.
            No Strict Construction. The language used in this
Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction
will be applied against any party.


 


k.
           Remedies. The Company acknowledges that a breach by it
of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated
hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate
and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be
entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an
injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions
hereof, without the necessity of showing economic loss and without any bond or other security being required.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT
BLANK]


 


IN WITNESS WHEREOF, the undersigned
Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.


 





	ELECTROMEDICAL TECHNOLOGIES, INC.	 
	 	 
	By:	/s/ Matthew Wolfson	 
	 	Matthew Wolfson	 
	 	Chief Executive Officer	 



 





	REDSTART HOLDINGS CORP.	 
	 	 
	By:	/s/ Gregg B. Solomon	 
	 	Gregg B. Solomon	 
	 	President	 



 






    13


     


    

 


AGGREGATE SUBSCRIPTION
AMOUNT:


 


	Aggregate Principal Amount of Note:	 	$	128,000.00	 
	Aggregate Purchase Price:	 	$	128,000.00	 



 






    14


     


    

 


CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS


OF


ELECTROMEDICAL TECHNOLOGIES, INC.


 


I, the undersigned, a member
of the Board of Directors of ELECTROMEDICAL TECHNOLOGIES, INC., a corporation organized under the laws of the State of Delaware (the
 “Corporation”), hereby certify that the following resolution, upon motions made, seconded and carried, was duly adopted pursuant
to the laws of the State of Delaware and the articles and By-Laws of the Corporation and is now in full force and effect:


 


WHEREAS,
the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Securities Purchase Agreement
dated October 22, 2020 (the “Agreement”), in connection with the issuance of a convertible note of the Corporation in
favor of Redstart Holdings Corp., in the aggregate principal amount of $128,000.00 (the “Note”), convertible into shares of
common stock, $0.00001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations
and conditions set forth in such Note, along with an irrevocable letter agreement with Pacific Stock Transfer Co., the Corporation’s
transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note;
the issuance of such shares of common stock in connection with a conversion of the Note; and the indemnification of Pacific Stock Transfer
Co. for all loss, liability, or expense in carrying out the authority and direction contained in the irrevocable letter agreement (the
 “Letter Agreement”);


 


NOW, THEREFORE, BE IT:


 


RESOLVED,
that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part:
(i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of
common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion of the holder of the Note) without
any further action or confirmation by the Corporation; and the Corporation indemnifies Pacific Stock Transfer Co. for all loss, liability,
or expense in carrying out the authority and direction contained in the Letter Agreement:


 


RESOLVED,
that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such
additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to
implement the provisions of the foregoing resolutions:


 


The undersigned, does hereby
certify that I am a member of the Board of Directors of the Corporation; that the foregoing is a true and correct copy of resolutions
duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its bylaws
and the laws of the State of Delaware, as transcribed by me from the minutes; and that the same have not in any way been modified, repealed
or rescinded and are in full force and effect.


 






    


     


    

 


1


 


IN WITNESS WHEREOF, I
have hereunto set my hands as Chief Executive Officer and Member of the Board of Directors of the Corporation.


 


Dated: October 22,
2020


 





	 	/s/ Matthew Wolfson,
	 	Matthew Wolfson,
	 	Chief Executive Officer/
Member of the Board
	 	 



 






    


     


    

 


2


 


OFFICER'S CERTIFICATE


 


The undersigned, Matthew Wolfson,
Chief Executive Officer of ELECTROMEDICAL TECHNOLOGIES, INC., a Delaware Corporation (the "Company"), in connection with
the authorization and issuance of a Convertible Promissory Note in the aggregate principal amount of $128,000.00 in accordance with the
Securities Purchase Agreement dated October 22, 2020 by and among the Company and REDSTART HOLDINGS CORP. (the "Purchase Agreement"),
hereby certifies that:


 


1.            I
am the duly appointed Chief Executive Officer of the Company.


 


2.            The
representations and warranties made by the Company in Section 3 of the Purchase Agreement are true and correct in all material respects
as of the date of this Officer's Certificate. The capitalization of the Company described in Section 3(c) of the Purchase Agreement
has not changed as of the date hereof.


 


3.            As
of the date hereof, the Company has satisfied and duly performed all of the conditions and obligations specified in Section 7 of
the Purchase Agreement to be satisfied on or prior to the Closing Date (as defined in the Purchase Agreement) or such conditions and obligations
have been waived expressly in writing signed by the purchaser.


 


4.            The
Company has complied with or, if compliance prior to Closing (as defined in the Purchase Agreement) is not required, promptly following
the Closing the Company will comply with, the filing requirements in respect of this transaction under (a) Regulation D under the
Securities Act of 1933, as amended (the "1933 Act") (and applicable Blue Sky regulations) and (b) the Securities Exchange
Act of 1934, as amended.


 


5.            There
has been no adverse change in the business, affairs, prospects, operations, properties, assets or condition of the Company since June 30,
2020, the date of the Company's most recent reviewed financial statements delivered to the Buyers (as defined in the Purchase Agreement),
other than losses and matters which would not, individually or in the aggregate, have a Material Adverse Effect (as defined in the Purchase
Agreement).


 


6.            The
Company is qualified as a foreign corporation in all jurisdictions in which the Company owns or leases properties, or conducts any business
except where failure of the Company to be so qualified would not have a Material Adverse Effect (as defined in the Purchase Agreement).


 


IN WITNESS WHEREOF, the undersigned
has executed this Officer's Certificate as of October 22, 2020.


 





	 	/s/ Matthew Wolfson
	 	Matthew Wolfson
	 	Chief Executive Officer
	 	 	Funding date___________________________
	 	 	Time:________________________________



 






    


     


    

 


DISBURSEMENT AUTHORIZATION


 


	
    TO:

     
	REDSTART HOLDINGS CORP.
	FROM:  	ELECTROMEDICAL TECHNOLOGIES, INC. 
		
    Tranche #3 RED-_______ (EMED fka ELCQ)

    16561 N. 92nd Street, Suite 101

    Scottsdale, AZ 85260

     

	
    DATE:

     
	October 22, 2020
	RE:	Disbursement of Funds 


 


In connection with the funding
of an aggregate of $128,000.00 pursuant to that certain Securities Purchase Agreement dated as of October 22, 2020
(the "Agreement"), you are hereby directed to disburse such funds as follows:


 


1.            $125,000.00
to ELECTROMEDICAL TECHNOLOGIES, INC. in accordance with the wire transfer instructions attached as Schedule A hereto;
and


 


2.            $2,500.00
to Naidich Wurman LLP for legal fee reimbursement; and


 


3.            $500.00
to be retained by REDSTART HOLDINGS CORP. for a due diligence fee.


 


Upon receipt of such funds,
you may release from escrow the Note, the Purchase Agreement and the instructions to Transfer Agent (each as defined in the Agreement).


 





	 	/s/ Matthew Wolfson
	 	Matthew Wolfson
	 	Chief Executive Officer



 






    


     


    

 


Schedule A


 





	Account Name: 	Electromedical Technologies
	 	 
	Account Address:	16561 N 92nd St suite 101, Scottsdale, AZ,85260
	 	 
	ABA Routing Number:	122101706
	 	 
	Account Number:	457023402995
	 	 
	Bank Name:	Bank of America
	 	 
	Bank Address:	6501 N Scottsdale Rd, Scottsdale, AZ 85250



 


I hereby direct
that the proceeds of the funding referenced in the above Disbursement Authorization be sent via wire transfer to the above account.


 





	 	/s/ Matthew Wolfson
	 	Matthew Wolfson
	 	Chief Executive Officer
	 	 



 


ELECTROMEDICAL TECHNOLOGIES, INC.


 


October 22,
2020


 


Pacific Stock
Transfer


4045 South Spencer
St., Suite 403


Las Vegas, NV
89119


 


Pacific Stock
Transfer:


 


ELECTROMEDICAL
TECHNOLOGIES, INC., a Delaware corporation (the "Company") and REDSTART HOLDINGS CORP., a New York corporation (the "Investor")
have entered into a Securities Purchase Agreement dated as of October 22, 2020 (the "Agreement") providing for the issuance
of a certain 10% Convertible Promissory Note in the principal amount of $128,000.00 (the "Note") by the Company to the Investor.


 






    


     


    

 


 Documentation




 


The Company has
executed and delivered to PSTC a Board of Director’s Resolution, Minutes of the Meeting or Secretary’s Certificate and a copy
of the executed Note between the Company and Investor. PSTC may rely on the authenticity of these documents in connection with the instructions
contained in this letter (the “ITAI”).


 


Share Reservation


 


PSTC is irrevocably
authorized and instructed to reserve 2,171,014 shares of common stock ("Common Stock") of the Company for issuance upon conversion
of the Note. The amount of Common Stock so reserved cannot be altered, amended, or decreased without the written consent of the Investor.
The Company expressly authorizes the Investor to increase the reservation of shares at any time without the Company’s consent so
long as there are sufficient authorized and unissued shares of the Company not otherwise reserved available to do so.


 


Issuance of Stock


 


The Company hereby
requests PSTC act promptly, without unreasonable delay and without the need for any action or confirmation by the Company with respect
to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor. PSTC must issue the shares of Common Stock
to the


 


Investor, pursuant
to this ITAI, despite any threatened or ongoing dispute between the Company and Investor, unless there is a valid court order prohibiting
such issuance.


 


The Company hereby
authorizes the issuance of such number of shares as will be necessary to fully convert the note under its terms and any such shares shall
be considered fully paid and non-assessable at the time of their issuance. The shares to be issued are to be registered in the name of
the holder of the securities submitted for conversion or exercise. PSTC is not responsible for determining the accuracy of any conversion
notice and may rely on any instructions presented by or on behalf of the Investor.


 


Share Restrictions


 


So long as PSTC
has previously received confirmation from the Company or Investor’s counsel that the shares have been registered under the 1933
Act or otherwise may be sold pursuant to Rule 144 or Section 4(a)(1) without any restriction, and the Company or its counsel
or Investor's counsel provides an opinion of counsel to that effect acceptable to you, other documentation that may reasonably be requested,
and the number of shares to be issued are less than 4.99% of the total issued and outstanding common stock of the Company, such shares
should be transferred without any legend which would restrict the transfer of the shares, and PSTC should remove all stop-transfer instructions
relating to such shares (such shares shall be issued from the reserve, but in the event there are insufficient reserve shares of Common
Stock to accommodate a notice of conversion under the Note and/or notice of exercise under the Warrant (each a “Conversion Notice”)
PSTC and the Company agree that the Conversion Notice should be completed using authorized but unissued shares of Common Stock that the
Company has in its treasury that are not otherwise reserved). Until such time as PSTC is advised by Investor or Company counsel as above
that the shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Section 4(a)(1) without
any restriction, PSTC is hereby instructed to place the following legend on the certificates:


 






    


     


    

 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF
COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED OR
UNLESS SOLD PURSUANT TO RULE 144 OR SECTION 4(A)(1) UNDER SAID ACT.


 


 Indemnification




 


The Company hereby
indemnifies PSTC and its officers, directors, principals, partners, agents and representatives, and holds each of them harmless from and
against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred
by or asserted against PSTC arising out of or in connection with the instructions set forth herein, the performance of duties hereunder
and otherwise in respect hereof, including the costs and expenses of defense against any claim or liability hereunder, including claims
that may be asserted by the Company, except that the Company shall not be liable hereunder as to matters in respect of which it is determined
that PSTC has acted with gross negligence or in bad faith. PSTC shall have no liability to the Company in respect to any action taken
or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and PSTC shall be entitled to
rely in this regard on the advice of counsel.


 


The Investor
and Company expressly understand and agree that nothing in this ITAI shall require or be construed in any way to require PSTC, in its
sole discretion as the Transfer Agent, to do, take or not do or take any action that would be contrary to any Federal or State law, rule,
or regulation including but expressly not limited to both the Securities Act of 1933 and the Securities and Exchange Act of 1934 as amended
and the rules and regulations promulgated there under by the Securities and Exchange Commission.


 


Board Authorization


 


The Board of
Directors of the Company has approved the irrevocable instructions and does hereby extend the Company's ITAI to indemnify PSTC for all
loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.


 


PSTC Compensation


 


The Company and
Investor understand and agree to compensate PSTC for all services in relation to this ITAI per the PSTC fee schedule then in force. The
Company and Investor understand and agree that the PSTC fee schedule is subject to change and the Investor and the Company agree to pay
the full amount of any such ITAI and conversion according to the PSTC fee schedule then in force. All PSTC processing fees for Investor
conversions will be expected and payable by Investor upon receipt of the request from the presenter of such request. PSTC shall not be
obligated to process any request until and unless its fees are paid.


 


PSTC Resignation & Termination


 


The Company agrees
that PSTC may resign at any time as the Company's transfer agent. The Company may terminate PSTC as transfer agent per the requirements
of the agreement governing the relationship between PSTC and the Company. In the event PSTC resigns or is terminated by the Company, PSTC
reserves the right to complete any pending transactions which are in good order or reject any pending transactions which are not in good
order, the determination of good order being in the sole discretion of PSTC. Upon termination or resignation, it shall be the Company’s
obligation to engage a suitable replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by
the terms and conditions of this ITAI within five (5) business days, and PSTC reserves the right to notify the successor agent of
the details of this ITAI.


 






    


     


    

 


Note Satisfaction and Reserve Termination


 


The Company and
the Investor agree that PSTC will be notified in writing by the Investor when the note has been fully converted. Upon such notification
of termination of this ITAI, any and all remaining shares in the reservation related to this ITAI will immediately be released and returned
to the Company’s authorized shares. The Company understands that it and not PSTC has the sole responsibility to identify and establish
when any share reserve has been exhausted and fulfilled. PSTC will not cancel or abolish an existing share reservation amount without
the express written consent of both the Company and the Investor or proof satisfactory to PSTC in its sole discretion that the security
has been fully converted.


 


 Amendments




 


The Investor
is intended to be and is a third-party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be
made without the written consent of the Investor.


 





	 	Very truly yours,
	 	 
	 	ELECTROMEDICAL
TECHNOLOGIES, INC.
	 	 
	 	/s/ Matthew Wolfson
	 	Matthew Wolfson
	 	Chief Executive Officer



 





	Acknowledged
and Agreed:	 	 
	 	 	 
	Pacific Stock
Transfer	 	 
	 	 	 
	By:	            	 	
	Name:	 	 
	Title:	 	 



 








	REDSTART HOLDINGS
CORP.	 	 
	 	 	 
	By:	 /s/ Gregg B. Solomon	 	 
	 	Gregg B. Solomon	 	 
	 	President