Exhibit 10(vi)


 


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.


 






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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%.


 


1.3 Authorized
Shares. The Borrower covenants that during the period the conversion 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 to time, 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 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 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.


 


 


(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.


 






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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.


 


 


(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.


 


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.


 






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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.


 






    	 	7	 



     


    

 


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


 


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.


 






    	 	8	 



     


    

 


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.


 






    	 	9	 



     


    

 


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:	/s/ Matthew Wolfson	 
	 	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:	 	 



 




    	 	10	 



     


    

 


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.


 






    	 	11	 



     


    

 


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 as 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.


 





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.


 






    	 	12	 



     


    

 


 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.


 





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.


 






    	 	13	 



     


    

 


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.


 


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.


 





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.


 






    	 	14	 



     


    

 


 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.


 


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.


 






    	 	15	 



     


    

 


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


 


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


 


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.


 





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.





 


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


 






    	 	16	 



     


    

 


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.


 






    	 	17	 



     


    

 


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.


 






    	 	18	 



     


    

 


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 bed 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]


 


 


 






    	 	19	 



     


    

 


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:		
	 	Matthew Wolfson	 
	 	Chief Executive Officer	 




 


 


REDSTART HOLDINGS CORP. 


 


	By:		
	 	Gregg B. Solomon	 
	 	President	 






 






    	 	20	 



     


    

 


AGGREGATE SUBSCRIPTION
AMOUNT:


 


 


	
        Aggregate Principal Amount of Note:

         
	$128,000.00
	Aggregate Purchase Price:	$128,000.00


 




    	 	21	 



     


    

 


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.


 



     


     


    




 


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		
	 	Matthew Wolfson,	 
	 	Chief Executive Officer/ Member of the Board	 




 



     


     


    




 


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.


 


 


		
	 	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).


 


 


		
	 	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.


 


 


		
	 	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.
	 	 
		
	 	Matthew Wolfson
	 	Chief Executive Officer



 


 


Acknowledged and Agreed:


 


Pacific Stock Transfer


 


	By:		
	Name:	 	 
	Title:	 	 






 


 


REDSTART HOLDINGS
CORP.


 


	By:		
	 	Gregg B. Solomon	 
	 	President