Exhibit 10.41


 


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: $215,000 Issue Date: August 4, 2020


Purchase Price: $200,000


Original Issue Discount: $15,000


 


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 $215,000 (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 $15,000
(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 $200,000, 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.


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 61" 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.


 


(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.


 


(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.


 


(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: 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; any representation or warranty
of the Company is materially false or untrue when given; 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; the Company fails to remain compliant with the Depository Trust Company
(“DTC”), thus incurring a “chilled” status with DTC; 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; 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; 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; the Company fails
remain in good standing under the laws of the State of Delaware; 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 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.


 






    


    


    

 


(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.


 


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


 


Electromedical Technologies, Inc.


 


By: Matthew Wolfson


Name: Matthew Wolfson


Title: Chief Executive Officer


 


Agreed and accepted:


 


JR-HD Enterprises III, LLC


 


By: Jeff Ramson


Name: Jeff Ramson


Title: Manager


 


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