Exhibit
10.2 


 


ELECTROMEDICAL
TECHNOLOGIES, INC.


 


Rule
10b5-1 Sales Plan  


(Stock
Only) 


 


NOTE: This
Sales Plan contains conditional limitations on the Seller’s ability to sell stock registered on Form

S-1 and receive dollar values from the sales of stock.


 


Sales
Plan dated January 9, 2020 (together with all Exhibits hereto, this “Sales Plan”) between Matthew Wolfson (“Seller”),
Glendale Securities (“Glendale”), Wilson Davis, Pacific Stock Transfer Company and ElectroMedical Technologies, Inc.
(“EMED” or “Issuer”), and Plan Administrator Mailander Law Office, Inc.


 


	 	A.	Recitals 


  


	 	1.	This
    Sales Plan is entered into between Seller, Seller’s brokerage firm Glendale, Glendale’s clearing firm Wilson Davis,
    EMED’s transfer agent Pacific Stock Transfer Company and EMED and its Plan Monitor and Administrator Mailander Law Office,
    Inc. for the purpose of establishing a trading plan that complies with the requirements of Rule 10b5-1(c)(1) under the Securities
    Exchange Act of 1934, as amended (the “Exchange Act”). 


 


	 	2.	Seller
    is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller’s holdings of EMED
    common stock, $0.001 par value (the “Stock”), which is currently trading on the OTC Markets OTCQB tier tier (“Principal
    Market”). This Sales Plan relates to a total of 2,000,000 shares of the Issuer’s common stock registered
    in an S-1 registration statement filed with the Securities and Exchange Commission on November 12, 2019. As of the date of
    this Sales Plan, the S-1 registration statement is not effective. Seller and Issuer intend that this Sales Plan apply to and
    be considered an exhibit to Issuer’s S-1/A. 


 


	 	B.	Seller’
    Representations, Warranties and Covenants 


 


	 	1.	As
    of the date hereof, Seller is not subject to any legal, regulatory, or contractual restriction or undertaking that would prevent
    him from entering into this Sales Plan or from conducting restricted trading in accordance with the Sales Plan. Seller is
    entering into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities
    laws. 


 


	 	2.	The
    securities to be sold under this Sales Plan are beneficially owned by Seller and are not subject to any liens, security interests
    or other encumbrances or limitations on disposition other than those that may be imposed by the Securities Act. 


 


	 	3.	While
    this Sales Plan is in effect, Seller agrees to not enter into or alter any corresponding or hedging transaction or position
    with respect to the securities covered by this Sales Plan, unless this Sales Plan is modified or terminated in accordance
    with the terms hereof, and agrees not to alter or deviate from the terms of this Sales Plan. 


 


	 	4.	Seller agrees to: 


 


	 	a.	Provide EMED, Pacific
    Stock Transfer, Glendale and Wilson Davis with a certificate or certificates dated as of the date of this Sales Plan and signed
    by the Seller to this Sales Plan prior to commencement of the Plan Sales Period (as defined below). 


  


 


	 	b.	Notify Glendale’s
    Legal and Trading Departments as soon as practicable if Seller becomes aware of (i) the occurrence of any event contemplated
    by paragraph 3 of the certificate set forth as Exhibit A to this Sales Plan; (ii) a change in EMED’s
    insider trading policies, so that the sales to be made by Seller pursuant to the Sales Plan would violate these policies;
    or (iii) a determination by EMED’s board of directors or chief financial officer that purchases or sales pursuant
    to the Sales Plan would have a material adverse effect on the Issuer’s financial condition. In the case of a notice
    relating to clause (i) above, such notice shall indicate the anticipated duration of the restriction, but shall not include
    any other information about the nature of the restriction or its applicability to Seller and shall not in any way communicate
    any material nonpublic information about EMED or its securities to Glendale.


 




    1 


     


    

	 	5.	The
    execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene
    any provision of applicable law or any agreement or other instrument binding on Seller or any judgment, order or decree of
    any governmental body, agency or court having jurisdiction over Seller.


 


	 	6.	Seller
    agrees with respect to the Stock subject to trading pursuant to this Sales Plan (“Stock”), that until this Sales
    Plan has been terminated, Seller shall not (i) enter into a binding contract with respect to the purchase or sale of
    Stock with another broker, dealer or financial institution (each, a “Financial Institution”), (ii) instruct
    another Financial Institution to purchase or sell Stock or (iii) adopt a plan for trading with respect to Stock other
    than this Sales Plan. Notwithstanding the foregoing, Seller shall notify EMED in connection with any sales of Stock of the
    Issuer prior to such sale.


 


	 	7.	Seller
    agrees that he  shall not, directly or indirectly, communicate any material, nonpublic information relating to the Stock
    or the Issuer to any employee of Glendale or its affiliates who are involved, directly or indirectly, in executing this Sales
    Plan at any time while this Sales Plan is in effect. 


 


	 	8.	Seller
    agrees: 


 


	 	a.	to
    make all filings, if any, required under the Exchange Act in a timely manner, to the extent any such filings are applicable
    to Seller. In order to promote compliance with such filing requirements, Glendale agrees to use reasonable efforts to transmit
    transaction information for open market transactions under this Sales Plan via email to EMED by the close of business on the
    day of any sale, and shall in any event transmit such information no later than the close of the business on the second business
    day after any sale. Emails with transaction information shall be sent to: 


-
Tad Mailander: tmailander@gmail.com, Plan Monitor and Administrator


 


	 	b.	that
    Seller shall at all times during the Plan Sales Period (as defined below), in connection with the performance of this Sales
    Plan, comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and
    regulations promulgated thereunder. 





 


	 	C.	Implementation
    of the Plan 


 


	 	1.	Seller
    hereby appoints Glendale to sell shares of Stock pursuant to the terms and conditions set forth below. Subject to such terms
    and conditions, Glendale hereby accepts such appointment. 


 


	 	2.	Seller
    and Glendale are authorized to begin selling Stock under this Sales Plan only after the following events occur: (a) Issuer’s
    S-1 registration statement is deemed effective by the Securities and Exchange Commission; and, (b) Forty-five days after the
    completion by the Issuer of the Direct Offering of 10,000,000 Shares of Common Stock being sold at $1.94 per share pursuant
    to the Primary Direct Offering disclosed in the S-1 registration statement. Glendale shall cease selling Stock on the earliest
    to occur of: (i) the date on which EMED is required to terminate sales under this Sales Plan pursuant to paragraph D.1.a
    below; (ii) the date on which EMED receives notice of the death of Seller; (iii) the date that EMED or any other
    person publicly announces a tender or exchange offer with respect to the Stock; (iv) the date of public announcement
    of a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer
    as a result of which the Stock will be exchanged or converted into shares of another company; (v) the date on which EMED
    receives notice of the commencement of any proceedings in respect of or triggered by Seller’s bankruptcy or insolvency;
    (vi) the date on which EMED or Seller reasonably determines that the Sales Plan does not comply with Rule 10b5-1 or applicable
    securities laws; and (vii): 


 




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	 	☐	                     (Date)
    at the close of the Principal Market. 


 


	 	☒	the date that the
    aggregate number of shares of Stock sold under this Sales Plan is 2,000,000 shares; 


 


	 	☐	The date every month
    that the aggregate proceeds of sales pursuant to this Sales Plan (after deducting commissions and other expenses of sale)
    reaches ______________. 


 


(the
period during which Seller are authorized to sell stock under this paragraph C.2 is referred to in this Sales Plan as the
“Plan Sales Period”).


 


	 	3.	Glendale
    and the Seller shall not sell Stock under this Sales Plan at any time when: 


 


	 	a.	EMED,
    in its sole discretion, has determined that a market disruption, banking moratorium, outbreak or escalation of hostilities
    or other crisis or calamity has occurred, or 


 


	 	b.	EMED,
    in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction
    applicable to it or its affiliates or to Seller (other than any such restriction relating to Seller’s possession or
    alleged possession of material nonpublic information about the Issuer or the Stock), or 


 


	 	c.	EMED
    has received notice from the Issuer or Seller of the occurrence of any event contemplated by paragraph 3 of the certificate
    set forth as Exhibit A to this Sales Plan, or 


 


	 	d.	a
    sale effected under the Sales Plan fails to comply (or in the reasonable opinion of EMED and/or Glendale is not likely to
    comply) with Rule 144 of the Securities Act), or


 


	 	e.	EMED
    has received notice from Seller to terminate this Sales Plan in accordance with paragraph D.1 below. 


 


	 	f.	Seller
    and Glendale shall withdraw Stock from the Plan Account in order to effect sales of Stock under this Sales Plan. Glendale
    agrees to notify Seller promptly if at any time during the Plan Sales Period the number of shares of Stock in the Plan Account
    is less than the number of Plan Shares remaining to be sold under this Sales Plan. Upon such notification, Seller agrees to
    deliver promptly to the Plan Account the number of shares of Stock necessary to eliminate this shortfall. 


 


	 	g.	To
    the extent that any Stock remains in the Plan Account after the end of the Plan Sales Period or upon termination of this Sales
    Plan, Glendale agrees to return such Stock promptly to the Issuer’s transfer agent for re-legending to the extent that
    such Stock would then be subject to transfer restrictions in the hands of the Seller. 


 


	 	4.	Glendale
    shall in no event effect any sale under this Sales Plan if the Stock to be sold is not in the Plan Account. 


 


	 	5.	Seller
    and Glendale may sell Stock on the OTC Markets OTCQB tier trading tier or otherwise, but only once registered in the Issuer’s
    S-1 registration statement, and after forty five days after the Issuer has completed its direct offering under the S-1. 


 


	 	6.	Seller
    may instruct Glendale to sell or purchase other non-EMED shares of Stock other than pursuant to this Sales Plan. The parties
    hereto agree that any such sale or purchase transaction (i) will not be deemed to modify this Sales Plan unless Seller
    so requests in writing in accordance with paragraph D.1.d below and (ii) will be given by Seller to Glendale only if
    such transaction does not contravene any of the representations, warranties or covenants set forth in Section B of this Sales
    Plan. 


 


	 	D.	Amendment and
    Termination 


 


	 	1.	This
    Sales Plan may not be terminated prior to the end of the Plan Sales Period, except that: 


 


	 	a.	it
    may be terminated due to the death of the Seller.


 




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	 	b.	it
    may be terminated pursuant to Paragraph C.3.a of this Sales Plan 



 

	

                                                   
	c.	it
    may be, at Glendale’s option, terminated if Glendale has received notice from the Issuer of the occurrence of any event
    contemplated by paragraph 3 of the certificate set forth as Exhibit A to this Sales Plan. 


 


	 	d.	Notwithstanding
    the provisions of paragraph D.1. herein, this Sales Plan may only be amended pursuant to the Issuer’s insider trading
    policy, as enacted.


 


	 	e.	This
    Plan may be amended by Seller only upon the written consent of EMED and receipt by EMED of the following documents, each dated
    as of the date of such amendment: 


 


	 	(i)	a
    representation signed by the Issuer substantially in the form of Exhibit A to this Sales Plan, 


 


	 	(ii)	a
    certificate signed by Seller certifying that the representations and warranties of Seller contained in this Sales Plan are
    true at and as of the date of such certificate as if made at and as of such date and 


 


	 	(iii)	a
    Seller’s Representation Letter completed and executed by Seller.


 


	 	E.	Indemnification;
    Limitation of Liability 


 


	 	1.	a. Seller
    agree to indemnify and hold harmless EMED and its directors, officers, employees and affiliates from and against all claims,
    losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection
    with defending or investigating any such action or claim) arising out of or attributable to EMED’s actions taken or
    not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan
    (including Seller’s representations and warranties in this Sales Plan) or any violation by Seller of applicable laws
    or regulations; provided, however, that the indemnification provisions of this paragraph E.1.a shall not apply in the case
    of any claims, losses, damages or liabilities finally judicially determined to have resulted from EMED’s gross negligence
    or willful misconduct. This indemnification shall survive termination of this Sales Plan. 


 


	 	b.	Notwithstanding
    any other provision of this Sales Plan, neither party shall be liable to the other party for: 


 


	 	(i)	special,
    indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the
    possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or 


 


	 	(ii)	any
    failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond
    its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common
    carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.” 


 


	 	2.	Seller
    consulted with Seller’s own advisors as to the legal, tax, business, financial and related aspects of, and has not relied
    upon EMED or any person affiliated with EMED in connection with Seller’s adoption and implementation of this Sales Plan. 


 


	 	3.	Seller
    acknowledge and agree that in performing Seller’s obligations under this Sales Plan, neither EMED nor any of its affiliates
    nor any of their respective officers, employees or other representatives is exercising any discretionary authority or
    discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management
    or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee
    Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States
    Department of Labor) with respect to Seller’s assets. Without limiting the foregoing, Seller further acknowledges and
    agrees that neither EMED nor any of its affiliates nor any of their respective officers, employees or other representatives
    has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any
    such person will serve as a primary basis for investment decisions with respect to Seller’s assets.


 




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	 	F.	Agreement to
    Arbitrate Certain Disputes 


 


The
following disclosure is required by various regulatory bodies but should not limit the applicability of the following arbitration
provision to or in any claim or controversy which may arise between Seller and EMED. 


 


This
Agreement contains a pre-dispute arbitration clause. By signing this Sales Plan, which includes the following arbitration agreement,
the parties agree as follows: 


 


	 	•	 	Arbitration
    is final and binding on the parties. All parties to this Agreement are giving up the right to sue each other in court, including
    the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. 
	 	 	 	 


	 	•	 	The
    parties are waiving their right to seek remedies in court, including the right to a jury trial. Arbitration awards are generally
    final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. 
	 	 	 	 


	 	•	 	Pre-arbitration
    discovery is generally more limited than and different from court proceedings. The ability of the parties to obtain documents,
    witness statements, and other discovery is generally more limited in arbitration than in court proceedings. 


 


	 	•	 	The
    arbitrators’ award is not required to include factual findings or legal reasoning, and any party’s right to appeal
    or seek modifications of rulings of the arbitrators is strictly limited. The arbitrators do not have to explain the reason(s)
    for their award. 


 


	 	•	 	The
    panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.


 


	 	•	 	The
    rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is
    ineligible for arbitration may be brought in court. 


 


	 	•	 	The
    rules of the arbitration forum in which the claim is filed, and any amendments thereto, are hereby incorporated into this
    Agreement.


 


	 	•	 	The
    award of the arbitrators or of the majority of them shall be final, and judgment upon the award rendered may be entered in
    any court, state or federal, having jurisdiction. 


 


	 	•	 	No
    person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement
    against any person who has initiated in court a putative class action, or who is a member of a putative class action who has
    not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification
    is denied; or (ii) the class is decertified; or (iii) the Seller is excluded from the class by the court. Such forbearance
    to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent
    stated herein. 


 


	 	•	 	Seller
    agrees, and in consideration of EMED carrying an account for Seller, EMED agrees, that all controversies which may arise between
    us, including any dispute involving EMED’s present or former agents, employees, officers, and directors and including,
    but not limited to those involving transactions in this or any other account you have individually or jointly with or on behalf
    of another party at EMED, including those in which you have a beneficial interest, or the construction, performance, or breach
    of this or any other agreement between us, whether entered into prior, on, or subsequent to the date hereof, shall be fully
    and finally determined by binding arbitration. Any arbitration under this Agreement shall be determined pursuant to the arbitration
    laws of the State of Missouri and Federal Arbitration Act, where applicable, before the Financial Industry Regulatory Authority
    (FINRA). 


 


	 	•	 	If
    Seller files a complaint in court against EMED or its present or former employees, officers, or directors, EMED may seek to
    compel arbitration of any such claims. If EMED seeks to compel arbitration of such claims, EMED must agree to arbitrate all
    of the claims contained in the complaint if the Seller so requests.  


 




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Seller
acknowledges that the preferred forum for any dispute resolution involving controversies which may arise between
Seller and EMED is through arbitration pursuant to the terms of the arbitration provision found in this Agreement. In the unlikely
event any controversy or dispute arising under this Agreement with EMED is determined to be ineligible for arbitration, Seller
agrees as follows: THE PARTIES TO THIS AGREEMENT SHALL NOT EXERCISE ANY RIGHTS THEY MAY HAVE TO ELECT OR DEMAND A TRIAL
BY JURY. The Seller and EMED hereby expressly waive any right to a trial by jury. The Seller acknowledges and agrees
that this provision is a specific and material aspect of the agreement between the parties and that EMED would not enter into
this Agreement with Seller if this provision were not part of the agreement. 


 


Dispute
Resolution Locale: Any suit, arbitration proceeding, reparation proceeding, claim, or action against EMED or its present or past
officers, agents, or employees shall be brought and heard in the city where the branch sales office of EMED is or was located
with which Seller dealt. If the court, arbitration forum, or reparations tribunal does not conduct hearings in that city, then
any such action must be brought and heard in the locale closest to that city in which the court, arbitration forum, or reparations
tribunal conducts hearings. This paragraph shall apply even if Seller has related disputes with other parties which cannot be
resolved in the same locale. 


 


	 	G.	General 


 


	 	1.	Seller
    and EMED acknowledge and agree that this Sales Plan is a “securities contract,” as such term is defined in Section 741(7)
    of Title 11 of the United States Code (the “Bankruptcy Code”), entitled to all of the protections given such contracts
    under the Bankruptcy Code. 


 


	 	2.	This
    Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supersedes any prior agreements
    or understandings with regard to the Sales Plan. 


 


	 	3.	All
    notices to Glendale under this Sales Plan shall be given to Glendale’s Legal and Trading Services Department in the
    manner specified by this Sales Plan by telephone at 818-907-1505 or by certified mail to the address below: 


 


	 	4.	 


Glendale
Securities  


15233
Ventura Blvd Suite 712 


Sherman
Oaks, CA 91403 


(818)
907-1505


 


Notices
to the Issuer shall be given to:


 


ElectroMedical
Technologies, Inc.  


c/o
Mailander Law Office, Inc. [Sales Plan Administrator and Monitor] 


945
4th Avenue, Ste. 311 


San
Diego, CA 92101 


Tmailander@gmail.com 


Telephone:
(619) 239-9034saf


 


Notices
to Pacific Stock Transfer shall be given to:


 


Pacific
Stock Transfer Company 


6725
Via Austi Pkwy, Suite 300 


Las
Vegas NV 89119 


Attention:
Ms. Joslyn Claiborne  


(Joslyn@pacificstocktransfer.com) 


Telephone:
(702) 361-3033


 


	 	5.	Each
    Party’s rights and obligations under this Sales Plan may not be assigned or delegated without the written permission
    of the other party, which may be withheld in such party’s sole discretion. 


 




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	 	6.	This
    Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the
    signatures on all counterparts were upon the same instrument. 


 


	 	7.	If
    any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation,
    that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or
    regulation. All other provisions of this Sales Plan will continue and remain in full force and effect. 


 


	 	8.	This
    Sales Plan shall be governed by and construed in accordance with the internal laws of the State of Missouri, applicable to
    agreements made and to be fully performed therein and may be modified or amended only by a writing signed by the parties to
    this Sales Plan. 


 


NOTICE:
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN 


PARAGRAPH
F.


 


IN
WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above. 


 


Date:
January 9, 2020


 


	Signature:	 /s/ Matthew Wolfson	 
	Print Name:	 MATTHEW WOLFSON	 


 


ELECTROMEDICAL
TECHNOLOGIES, INC.


 


	By:	 /s/ Tad Mailander	 
	 	 	 
	Print Name:	 TAD MAILANDER	 
	 	 LEGAL
                                    COUNSEL, SALES PLAN


         MONITOR/ADMINISTRATOR

         
	 


GLENDALE
SECURITIES


 


	By:	 	 
	 	 	 
	Print Name:	 	 
	 	 	 
	Title:	 	 


 


PACIFIC
STOCK TRANSFER COMPANY





	 	 	 
	By:	 	 
	 	 	 
	Print Name:	 	 
	 	 	 
	Title:	 	 





 




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EXHIBIT
A  


SELLER
REPRESENTATION 


 


	1.	Matthew Wolfson (“Seller”)
    represents that he approved the Sales Plan dated January 9, 2020, (the “Sales Plan”) with EMED  relating
    to the common stock, $0.001, par value of the Issuer (the “Stock”). 


 


	2.	The Seller confirms the following: 


	 	 
	1. Position/Affiliation
    with Issuer	Stockholder,
    affiliate
	2. Is Seller a Form
    4 filer?	YES ☒ NO ☐
	3. Is Seller a Form
    144 Filer?	YES ☒ NO ☐


 


	3.	The sales to be
    made by Seller under the Sales Plan will not violate the EMED’s insider trading policies, as enacted, and to the best
    of the Seller’ knowledge there are no legal, contractual or regulatory restrictions applicable to Seller or Seller’
    affiliates as of the date of this representation that would prohibit the Seller from entering into the Sales Plan or prohibit
    any sale under the Sales Plan. 


 


	4.	If at any time during
    the Sales Plan Period (as defined in the Sales Plan), (i) Seller become aware of a legal, contractual or regulatory restriction
    that is applicable to Seller and that would prohibit any sale under the Sales Plan (other than any such restriction relating
    to Seller’s possession or alleged possession of material nonpublic information about the Issuer or its securities),
    (ii) there is a change in the EMED’s insider trading policies, so that the sales to be made by Seller pursuant
    to the Sales Plan would violate these policies, or (iii) EMED’s board of directors or chief financial officer determines
    that purchases or sales pursuant to the Sales Plan would have a material adverse effect on the Issuer’s financial condition,
    Seller agree to give Glendale notice of such restriction by telephone as soon as practicable, and shall indicate the anticipated
    duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability
    to Seller. In any event, the Issuer shall not communicate any material nonpublic information about the Issuer or its securities
    to Glendale.


 


Moreover,
if the sales to be made by the Seller under the Sales Plan require that EMED meet the Current Public Information provisions contained
in paragraph (c) of Rule 144 under the Securities Act of 1933, as amended, Seller agrees to give Glendale notice in the manner
provided above in the event that EMED fails to continue to satisfy the Current Public Information provisions. 


 


Date: January
9, 2020


 


	Signature:	 /s/ Matthew Wolfson	 
	 	 	 
	Print Name:	 MATTHEW WOLFSON	 


 






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