Exhibit 10.38


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.
SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED
UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER OF THE SECURITIES
REPRESENTED BY THIS NOTE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.


 


	Principal Amount:
$107,500	Issue Date: July 21, 2020






Purchase Price:
$100,000


Original Issue
Discount: $7,500


 


ELECTROMEDICAL
TECHNOLOGIES, INC.


 


8% CONVERTIBLE PROMISSORY NOTE


 


FOR
VALUE RECEIVED, pursuant to the terms and conditions of this 10% Convertible Promissory Note (this “Note”), Electromedical
Technologies, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of JR-HD Enterprises
III, LLC, a Delaware limited liability company, or registered assigns (the “Holder”), on the first anniversary of the Issue
Date as set forth above or earlier as required pursuant to the Agreement, as defined below (as applicable, the “Maturity Date”),
the sum of $107,500 (the “Principal Amount”), and to pay interest on the outstanding Principal Amount at the rate of eight
percent (8%) per annum, simple interest, in each case to the extent that this Note and the Principal Amount and any accrued interest hereunder
(the “Indebtedness”) has not been converted into Conversion Shares (as defined below) prior to the Maturity Date. Interest
shall commence accruing on the date hereof (the “Issue Date”), computed on the basis of a 365-day year and the actual number
of days elapsed, and shall be payable as set forth herein.


 


This Note
carries an original issue discount of $7,500 (the “OID”), to cover the Holder’s accounting fees, due diligence
fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included
in the principal balance of this Note. Thus, the purchase price of this Note shall be $100,000, computed as follows: The Principal
Amount minus the OID.


 


This Note is entered into
pursuant to a Note Purchase Agreement by and between the Company and the Holder dated as of the Issue Date (the “Agreement”)
and is subject to the terms and conditions thereof.


 


This Note is
not a certificate of deposit or similar obligation of, and is not guaranteed or insured by, any depository institution, the Federal
Deposit Insurance Corporation, the Securities Holder Protection Corporation or any other governmental or private fund or entity.


 


The following
terms shall apply to this Note:


 


Section 1.              Definitions.
Defined terms used herein without definition have the meanings given them in the Agreement.


 






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Section 2.              Interest;
Late Fees; Prepayment.


 


(a)            To
the extent not converted to Conversion Shares (as defined below) prior to the Maturity Date, the Principal Amount and accrued and unpaid
interest shall be due and payable in full on the Maturity Date. No payments of the Principal Amount or interest herein shall be required
prior to the Maturity Date.


 


(b)            The
Company may prepay all or any portion of the Principal Amount and any accrued and unpaid interest at any time subject to, and
with, a 20% prepayment cost being added to the amount of the Principal Amount and accrued and unpaid interest so prepaid at such
time.


 


(c)            Interest
on this Note shall accrue on a simple interest, non-compounded basis, and shall be added to the Principal Amount on the
Maturity Date or such earlier date as the Indebtedness may be paid hereunder or may be due hereunder pursuant to the terms herein,
at which time all Indebtedness shall be due and payable, unless earlier converted into Conversion Shares. In the event that any
amount due hereunder is not paid as and when due, such amounts shall accrue interest at the rate of 18% per year, simple interest,
non-compounding, until paid.


 


(d)            Whenever
any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day.


 


		Section
                            3.	Conversion.



 


(a)        Conversion
Right. Subject to the terms and conditions herein, the Holder shall have the right from time to time, and at any time following the
six month anniversary of the Issue Date and ending on the full repayment of all Indebtedness (the “Conversion Period), to convert
all or any part of the Indebtedness into fully paid and non-assessable shares of Common Stock, or any shares of capital stock or other
securities of the Company into which such Common Stock shall hereafter be changed or reclassified (as applicable, the “Conversion
Shares”) at the Conversion Price as defined and as the same may be adjusted pursuant to Section 3(b) (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 Note
or the unexercised or unconverted portion of any other security of the Company 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 9.99% 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, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder,
not less than 61 days’ prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until
such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number
of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Indebtedness 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 Company by the Holder in accordance with the provisions herein.


 






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		(b)	Conversion Price; Adjustment.



 


		(i)	The conversion price (the “Conversion Price”) shall initially mean $0.50, provided that
such Conversion Price shall be subject to adjustment or revision as set forth herein.



 


		(ii)	The Conversion Price, as the same may have already been adjusted, shall be subject to equitable adjustments
for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any
subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events that occur
on or after the Issue Date. By way of example and not limitation, in the event of forward split of the Common Stock following such applicable
time in which each share of Common Stock is converted into two shares of Common Stock, the Conversion Price shall be reduced by 50%, and
in the event of a reverse split of the Common Stock following such applicable time in which each two shares of Common Stock are converted
into one share of Common Stock, the Conversion Price shall be increased by 100%.



 


(c)            Mechanics
of Conversion. Subject to the provisions of this Section 3, this Note may be converted by the Holder in whole or in part
at any time from time to time during the Conversion Period by (A) submitting to the Company a Notice of Conversion (by
facsimile, e-mail or other reasonable means of communication dispatched prior to 6:00 p.m., New York, New York time) and
(B) subject to Section 3(c), surrendering this Note at the principal office of the Company. The conversion shall be
effective as of the date of delivery of the Notice of Conversion by the time as set forth above (the “Conversion Date”),
provided that if the Notice of Conversion is not delivered by such time then the Conversion Date shall be the next Business Day and
the Notice of Conversion shall be deemed automatically updated accordingly.


 


(d)          Surrender of Note Upon Conversion. Notwithstanding anything to
the contrary 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 Company unless the entire unpaid amount of Indebtedness is so converted. The Holder and the
Company shall maintain records showing the amount of Indebtedness so converted and the dates of such conversions or shall use such
other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each
such conversion. In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling
and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as
aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Company, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon
payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid Indebtedness
of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of
this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented
by this Note may be less than the amount stated on the face hereof.


 


(e)           Payment
of Taxes. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of Conversion Shares or other securities or property on conversion of this Note in a name other than that of the
Holder (or in street name), and the Company shall not be required to issue or deliver any such Conversion Shares or other securities
or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to
be held for the Holder’s account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or
shall have established to the satisfaction of the Company that such tax has been paid.


 






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(f)            Delivery
of Common Stock Upon Conversion. Upon receipt by the Company from the Holder of the Notice of Conversion meeting the
requirements for conversion as provided in this Section 3, the Company shall issue and deliver or cause to be issued and
delivered to or upon the order of the Holder certificates for the Conversion Shares issuable upon such conversion within three
(3) Business Days after such receipt (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 Agreement. Upon receipt by the Company of a Notice of
Conversion, the Holder shall be deemed to be the holder of record of the Conversion Shares 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 Company defaults on its obligations under this Section 3, all rights with respect to the portion of this Note
being so converted shall forthwith terminate except the right to receive the Conversion Shares 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
Company’s obligation to issue and deliver the certificates (subject to the provisions of Section 3(g)) for Conversion
Shares 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 Company 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 Company, and
irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with
such conversion.


 


(g)           Delivery
of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable
upon conversion, provided the Company 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 contained in this
Section 3, the Company shall use its reasonable efforts to cause its transfer agent to electronically transmit the Conversion
Shares 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.


 


(h)          Adjustment
Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to full conversion of this
Note, there shall be any merger, consolidation, or an exchange of shares, recapitalization or reorganization pursuant to a merger or
consolidation, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or
a different number of shares of another class or classes of stock or securities of the Company or another entity, or in case of any
sale or conveyance of all or substantially all of the assets or more than 50% of the total outstanding shares of the Company other
than in connection with a plan of complete liquidation of the Company, 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
Conversion Shares 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 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.


 






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(i)            Status
as Shareholder. Subject to the terms and conditions herein, upon submission of a Notice of Conversion by the Holder, (i) this
Note shall be deemed converted into Conversion Shares and (ii) the Holder’s rights as the holder of this Note shall cease
and terminate, excepting only the right to receive the Conversion Shares as set out herein and to any remedies provided herein or otherwise
available at law or in equity to such Holder because of a failure by the Company to comply with the terms of this Note.


 


		Section
                            4.	Events of Default.



 


		(a)	The Holder may elect to declare an “Event of Default” if any of the following conditions or
events shall occur and be continuing:



 


		(i)	the Company fails to pay the then-outstanding principal amount and accrued interest on this Note on any
date any such amounts become due and payable, and any such failure is not cured within three Business Days of written notice thereof by
Holder;



 


		(ii)	any representation or warranty of the Company is materially false or untrue when given;



 


		(iii)	the Company fails to comply in any material respect with any other covenant or agreement in this Note
or in the Agreement and any such failure is not cured within three Business Days of written notice thereof by Holder;



 


		(iv)	the Company fails to remain compliant with the Depository Trust Company (“DTC”), thus incurring
a “chilled” status with DTC;



 


		(v)	the Company fails to satisfy its filing or disclosure obligations under Securities Act, the Exchange Act
or the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates;



 


		(vi)	any trading suspension imposed by the United States Securities and



 


Exchange Commission
under Section 12(j) of the Exchange Act or Section 12(k) of the Exchange Act;


 


		(vii)	the occurrence of any delisting of the Common Stock from the Primary



 


Trading Market
or suspension of trading of the Common Stock on the Trading Market;


 


		(viii)	the Company fails remain in good standing under the laws of the State of Delaware;



 


		(ix)	the Company shall (i) apply for or consent to the appointment of, or the taking of possession by,
a receiver, custodian, trustee or liquidator; (ii) make a general assignment for the benefit of the Company’s creditors; or
(iii) commence a voluntary case under the U.S. Bankruptcy Code as now and hereafter in effect, or any successor statute; or



 






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		(x)	a proceeding or case shall be commenced, without the application or consent of the Company, in any court
of competent jurisdiction, seeking (1) liquidation, reorganization or other relief with respect to it or its assets or the composition
or readjustment of its debts, or (2) the appointment of a trustee, receiver, custodian, liquidator or the like of any substantial
part of its assets, and, in each case, such proceedings or case shall continue undismissed, or an order, judgment or decree approving
or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days, if in the United States,
or 90 days, if outside of the United States; or an order for relief against the Company shall be entered in an involuntary case under
any bankruptcy, insolvency, composition, readjustment of debt, liquidation of assets or similar Law of any jurisdiction.



 


(b)          Consequences
of Events of Default. If an Event of Default has occurred and is continuing (i) the Holder may, by notice to the Company,
declare all or any portion of the then outstanding principal amount of the Note, together with all accrued and unpaid interest
thereon, due and payable, and the Note shall thereupon become, immediately due and payable in cash and (ii) the Holder shall
have the right to pursue any other remedies that the Holder may have under applicable Law.


 


		Section
                            5.	Miscellaneous.



 


(a)            Notices.
Any and all notices or other communications or deliveries to be provided hereunder shall be given in accordance with the
provisions of the Agreement.


 


(b)            Lost
or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in
exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or
destroyed Note, a new Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or
destruction of this Note, and of the ownership hereof reasonably satisfactory to the Company.


 


(c)            Governing
Law. This Note, and all matters based upon, arising out of or relating in any way to this Note, including all disputes,
claims or causes of action arising out of or relating to this Note as well as the interpretation, construction, performance and
enforcement of this Note, shall be governed by the laws of the United States and the State of Delaware, without regard to any
jurisdiction’s conflict-of-laws principles.


 


(d)            Incorporation
of Provisions. The provisions of Article VI of the Agreement (Miscellaneous) of the Agreement shall apply to this Note as though
fully set forth herein, provided that each reference therein to the “Agreement” shall be deemed a reference to this Note.
In the event of any conflict between the terms of the Agreement and the terms of this Note, the terms of this Note shall control.


 


(e)            Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day.


 


(f)            Entire
Agreement. This Note (including any recitals hereto) and the Agreement set forth the entire understanding of the parties
with respect to the subject matter hereof, and shall not be modified or affected by any offer, proposal, statement or
representation, oral or written, made by or for any party in connection with the negotiation of the terms hereof, and may be
modified only by instruments signed by the Company and the Holder.


 






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(g)            No
Assignment by the Company. This Note may not be assigned by the Company to any Person without the prior written consent
of the Holder in its sole discretion.


 


(h)            Currency.
All dollar amounts are in U.S. dollars.


 


[SIGNATURE PAGE FOLLOWS]


 


IN WITNESS WHEREOF,
the undersigned has executed this Note as of the Issue Date.


 


	 	Electromedical Technologies,Inc.
	 	 
	 	By:	
	 	Name: Matthew Wolfson
	 	Title: Chief Executive Officer




 


Agreed and accepted:


 


	JR-HD Enterprises III, LLC	 
	 	 
	By:		 
	Name: Jeff Ramson	 
	Title: Manager	 




 






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EXHIBIT A


 


NOTICE OF CONVERSION


 


The undersigned hereby elects
to convert the portion of the Indebtedness (as defined in the Note, as defined below) as set forth below pursuant to the convertible promissory
note (the “Note”) of Electromedical Technologies, Inc., a Delaware corporation (together with any successor entity thereto,
the “Company”) into that number of shares of Common Stock (as defined in the Note) to be issued pursuant to the conversion
of the Note and according to the conditions of the Note, as of the date written below.


 


The undersigned hereby requests
that the Company issue a certificate or certificates, or other permissible evidence of shares of Common Stock as set forth in the Note,
for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation below and which shall
be confirmed by, and subject to acceptance by, the Company) in the name(s) specified immediately below or, if additional space is
necessary, on an attachment hereto:


 


	Name: 	JR-HD Enterprises III, LLC 
	Address: 	
    _____________________

    _____________________

    _____________________

    _____________________

	 	 
	Date of Conversion: 	____________________________ 
	 	 
	Amount of Indebtedness to be converted: 	$____________________________ 
	 	 
	Applicable Conversion Price: 	$_____________________________ 
	 	 
	Number of shares of Common Stock to be Issued: 	______________________________ shares of Common Stock 


 


	 	JR-HD Enterprises III, LLC
	 	 
	 	 
	 	By:	
	 	Name: Jeff Ramson
	 	Title: Manager


 






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