Exhibit 10.34


 


STOCK PURCHASE AGREEMENT


 


This Stock Purchase Agreement (“Agreement”)
is made and entered into this 12th day of June, 2020, by and between ElectroMedical Technologies, Inc., a Delaware
corporation, with a business address of 16561 N 92nd Street Ste. 101, Scottsdale AZ 85260 (“Seller”), and ProActive
Capital Partners, LP, a Delaware limited partnership, with a business address of 150 E. 58th St. 20th Floor, New York, NY 10155
(“Purchaser”). Both Seller and Purchaser are referred to individually as a “Party” and jointly
as the “Parties.”


 


RECITALS


 


WHEREAS, Seller is
a clinical stage a bioelectronics manufacturing and marketing company selling medical devices for pain management. Its Wellness
Pro product received FDA clearance on July 6, 2007 (FDA K062616) as a Class II Medical Device, under the 510(K) clearance
process.


 


WHEREAS,
Seller filed Regulation “A” offering on September 20, 2017 on Form 1-A. Seller has filed all required
Regulation “A” reports to maintain its offering to date. Seller filed a Form S-1 registration statement on
November 12, 2019, as amended. All of Seller’s disclosures filed with the Securities and Exchange Commission
(“SEC”) are available on Seller’s SEC Edgar web
site (https://www.sec.gov/cgi-bin/browse-edgar?company=Electromedical&owner=exclude&action=getcompany).
The SEC has not made the Form S-1 effective as of the date hereof. As of the date of this Agreement, Seller is not
subject to the periodic reporting requirements of the 1934 Securities and Exchange Act and the regulations implementing the
Exchange Act SEC. Seller’s common stock is quoted on the OTC Markets, Inc. Pink tier electronic listing service
trading under the symbol “ELCQ”; and,


 


WHEREAS, Seller desires
to sell and Purchaser desires to purchase one hundred and forty two thousand, eight hundred and fifty-seven (142,857) restricted
shares of Seller’s common stock (“Purchased Shares”) at a price of thirty five cents ($0.35) per share
on the terms and subject to the conditions set forth in this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained in this Agreement, the sufficiency and adequacy of which are acknowledged by the Parties,
and in order to consummate the purchase and the sale of the Purchased Shares, it is hereby agreed as follows:


 


1. Purchase and Sale. Subject
to the terms and conditions hereinafter set forth, at the Closing (defined below), Seller shall sell, convey, transfer, and deliver
to Purchaser a certificate or book entry confirmation of the issuance representing the Purchased Shares, in consideration of the
Purchase Price. The certificates representing the Purchased Shares shall be duly issued in the name of the Purchaser. The Purchaser’s
address is 150 E. 58th Street 20th Floor, New York, NY 10155. The Purchaser’s tax identification number is 82-3535071.


 






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2. Amount of Purchase Price.
As total consideration for the purchase of the Purchased Shares, Purchaser shall pay to Seller at the Closing the purchase price
(“Purchase Price”) of fifty thousand dollars ($50,000.00). Seller’s wire transfer instructions are: Electromedical
Technologies, Bank of America, Routing number: 122101706, Account number: 457023402995.


 


3. Representations and Warranties of Seller. Seller
hereby warrants and represents:


 


(a) Seller has all requisite power
and authority to execute, deliver, and perform its obligations under this Agreement, and, when executed and delivered by Seller,
shall constitute the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’
rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity);


 


(b) The Purchased Shares have been
duly authorized and, when conveyed by Seller to Purchaser at the Closing, all in accordance with the terms of this Agreement, will
be duly and validly issued, fully paid and non-assessable;


 


(c) Neither the execution or delivery
of this Agreement, nor any other documents required to be executed and delivered by Seller hereunder, nor the consummation of the
transaction contemplated hereby: (i) conflicts with or constitutes any violation or breach, or gives any other person any
rights (including, but not limited to, any legal rights to acceleration, termination, cancellation or recession) under any document
or agreement to which Seller is a party. Neither Seller’s entry into this Agreement, nor Seller’s representations made
in this Agreement, constitute a violation of any order or applicable law that Seller or to which Seller’s assets are bound
by or subject; and


 


(d) Seller is a corporation validly
existing and in good standing under the laws of the State of Delaware.


 


4. Representations and Warranties
of Purchaser. Purchaser hereby warrants and represents:


 


(a) Purchaser has all requisite corporate
power and authority to execute, deliver and perform its obligations under the Agreement, and the execution, delivery, and performance
by Purchaser of its obligations under the Agreement has been duly authorized by all requisite action on the part of Purchaser and
the Agreement, when executed and delivered by Purchaser, shall constitute the valid and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity);


 






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(b) With respect to the Purchased
Shares acquired by Purchaser, Purchaser acknowledges that the Purchased Shares have not been registered under the Securities Act
of 1933, as amended (“Securities Act”) and are “Restricted Securities” within the meaning
of Rule 144 under the Securities Act. As such, the Purchased Shares may not be resold or transferred unless Seller registers
them in an SEC effective registration under Section 5 of the Securities Act, or has received an opinion of counsel to Seller
or any successor in interest thereto reasonably satisfactory to Seller that such resale or transfer is exempt from the registration
requirements of the Securities Act. Purchaser acknowledges that a no public market exists for the Purchased Shares. Purchaser understands
that no assurance can be given that such a trading market will further develop at any time, or, if so developed, that it will continue;


 


(c) Purchaser further
acknowledges and agrees that its purchase of the Purchased Shares involves substantial risks. Purchaser: (i) either
alone or together with its representatives has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of this investment, and make an informed decision to so invest, and has so
evaluated the risks and merits of such investment; (ii) has the ability to bear the economic risks of this investment
for an indefinite period and can afford a complete loss of such investment; (iii) understands the terms of, and the
risks associated with the acquisition of the Purchased Shares, including, without limitation, a lack of liquidity, price
transparency or pricing availability and risks associated with the industry in which Seller operates; (iv) has had the
opportunity to review such disclosures regarding Sellers’s business, financial condition and prospects
as Purchaser has determined to be necessary in connection with the acquisition of the Purchased Shares, including
Seller’s public filings with the SEC, and the risk factors set forth therein, (v) is an “accredited
investor" as that term is defined in Regulation D promulgated under Securities Act; (vi) acknowledges and
agrees that the Purchased Shares are being offered and sold to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the Seller is relying upon the truth and accuracy
of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the
eligibility of such Purchaser to acquire the Purchased Shares; and (viii) understands and acknowledges that no United
States federal or state agency or any other government or governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities
passed upon or endorsed the merits of the offering of the Securities.


 


(d) Purchaser has received or
has had full access to all the information Purchaser considers necessary or appropriate to make an informed investment
decision with respect to the Purchased Shares. Purchaser further has had an opportunity to ask questions of and receive
answers from the management of Seller regarding the Purchased Shares and to obtain additional information necessary to verify
any information furnished to Purchaser or to which Purchaser had access. Further, Purchaser has undertaken its own review of
the business of Seller and the wisdom of an investment in the Purchased Shares. Purchaser has had the opportunity to review
all of the books, records and all SEC filings of Seller, including all of Seller’s audited financial statements and
disclosures that Seller has published concerning its operations as a company reporting to the SEC;


 






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(e) Purchaser is acquiring the Purchased
Shares for its own account, and not with a view towards a public distribution of those Purchased Shares as an underwriter for Seller,
as that term is defined in the Securities Act. Purchaser acknowledges that it is not acquiring the Purchased Shares as the result
of any advertisement or solicitation, including any publicly issued or circulated newspaper, mail, radio, television or other form
of general advertising or solicitation in connection with the offer, sale and purchase from Seller regarding Purchaser’s
investment pursuant to this Agreement; and


 


(f) Purchaser represents that Purchaser
is familiar with the requirements of Rule 144 of the Securities Act, as presently in effect, and understands the resale limitations
imposed thereby. Purchaser understands that Seller is under no obligation to register any of the Purchased Shares. Purchaser acknowledges
that the certificates or book entry registry for the Purchased Shares, will be noted as “Restricted” on the transfer
agent’s ledger, or, if a certificate it issued, it will bear a legend substantially in the form set forth below:


 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER
JURISDICTION. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


(g) Purchaser is a corporation validly
existing and in good standing under the laws of the State of Delaware.


 


5. Representations, Warranties and Covenants of Seller
and Purchaser.


 


(a) Seller and Purchaser hereby represent
and warrant that there has been no act or omission by Seller or Purchaser which would give rise to any valid claim against any
of the Parties for a brokerage commission, finder's fee or other like payment in connection with the transaction contemplated hereby,
except for such claims as shall have been waived on or before the Closing Date;


 


(b) The representations and
warranties of Seller and Purchaser contained herein or in any document furnished pursuant hereto shall survive the Closing of
this transaction. Each Party acknowledges and agrees that, except as expressly set forth in this Agreement or any closing
document, no Party has made (and no Party is relying on) any representation or warranties of any nature, express or implied,
regarding anything relating to the transaction contemplated by this Agreement that are not contained herein; and


 






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(c) Purchaser and Seller agree that
each will, at any time and from time to time after the Closing, upon the request of the other Party, do, execute, acknowledge and
deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, assignments, transfers, conveyances,
powers of attorney and assurances as may be reasonably required from time to time in order to effectuate the provisions and purposes
of this Agreement.


 


6. Conditions to Purchaser’s
Obligations at Closing.


 


(a) Representations and Warranties.
Each of the representations and warranties of Seller shall be true and complete on and as of the Closing; and


 


(b) Performance. Seller shall
have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be
performed or complied with by him on or before the Closing.


 


7. Conditions to Seller’s Obligations
at Closing.


 


(a) Representations and Warranties.
Each of the representations and warranties of Purchaser shall be true and complete on and as of the Closing; and


 


(b) Payment of Purchase Price.
Purchaser shall have delivered to Seller the Purchase Price for the Purchased Shares to be acquired by Purchaser pursuant to this
Agreement.


 


8. The Closing. Subject to
the satisfaction or waiver of the conditions in this Agreement, the closing of the sale to the Purchaser (“Closing”)
shall take place on or before June 12, 2020 (or on such other date as is mutually agreed upon by the Parties) (“Closing
Date”). On the Closing Date, Purchaser shall pay the Purchase Price to Seller by wire transfer of immediately available
funds to Seller’s account at Bank of America, with wire instructions provided in Section 2 above. Seller’s wire
transfer instructions are: Electromedical Technologies, Bank of America, Routing number: 122101706, Account number: 457023402995.


 


9. General Provisions.


 


(a) Entire Agreement. This
Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral and
written, between the Parties with respect to the subject matter hereof. This Agreement may not be amended except by a written agreement
signed by Purchaser and Seller.


 


(b) Sections and Other
Headings; Interpretation. The section and other headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement. Whenever the context requires, words used in the singular
shall be construed to mean or include the plural and vice versa, and pronouns of any gender shall be deemed to include and
designate the masculine, feminine or neuter gender.


 






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(c) Governing Law; Jurisdiction.
This Agreement shall be deemed to be a contract made under the laws of the State of New York. This Agreement and the construction,
validity, enforcement, performance and interpretation of, or any dispute or claim arising out of or in relation to, this Agreement
(whether in contract, tort or otherwise) shall be construed in accordance with the laws of the State of New York without giving
effect to the rules of the State of New York governing the conflicts of laws (other than Section 5-1401 of the General
Obligations Law of the State of New York). Each Party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of this Agreement and the transactions herein contemplated (“Proceedings”) (whether brought against
a Party or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each Party hereto
hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that
such Proceeding has been commenced in an improper or inconvenient forum. Each Party hereby irrevocably waives personal service
of process and consents to process being served in any such Proceeding 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 manner permitted by law. Each Party hereby irrevocably, knowingly
and voluntarily waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby. For purposes of this Agreement, “New
York Courts” means the state and federal courts sitting in the State of New York, City of New York, Borough of Manhattan.


 


(d) Severability. If any provision
of this Agreement is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect,
such provision will be enforced to the maximum extent possible given the intent of the Parties hereto. If such clause or provision
cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced
as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this
Agreement.


 


(e) Counterparts. This
Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 






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(f) Waiver. The rights and
remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right,
power, or privilege under this Agreement, or the documents referred to in this Agreement, will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further
exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.


 


(g) Successors and Assigns.
Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the Parties hereunder, will be
binding upon and inure to the benefit of the Parties’ respective successors, assigns, heirs, executors, administrators and
legal representatives.


 


(h) Survival of Warranties.
The representations, warranties and covenants of Seller and Purchaser contained in or made pursuant to this Agreement shall survive
the execution and delivery of this Agreement and the Closing.


 


(i) Notices. All notices, requests
and demands (“Notice”) to or upon a Party, to be effective, shall be in writing and shall be sent: (i) certified
or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier;
or (iv) by email and, unless otherwise expressly provided herein, and shall be deemed to have been validly served, given,
delivered and received: (x) on the date indicated on the receipt, when delivered by personal delivery against receipt or by
certified or registered mail; (y) one business day after deposit with an overnight courier; or (z) in the case of email
notice, when sent. Notices shall be addressed as follows:


 


To Seller:


 


ElectroMedical Technologies, Inc. 


Attention: Matthew Wolfson, CEO 


16561 N 92nd Street Ste. 101 


Scottsdale AZ 85260 


Email: ceo@electromedtech.com


 


With a copy to: 


Mailander Law Office, Inc. 


4811 49th Street 


San Diego, CA 92101 


tmailander@gmail.com


 


To Purchaser:


 


ProActive Capital
Partners, LP


150 E. 58th
Street 20th Floor


New York, NY
10155


 






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Either Party may change the address to
which Notices shall be addressed by providing Notice of such change to the other Party in the manner set forth in this subsection
9(i).


 


(j) Third Parties. Nothing
in this Agreement, express or implied, is intended to confer upon any person, other than the Parties hereto and their successors
and assigns, any rights or remedies under or by reason of this Agreement.


 


(k) Preparation of Agreement.
Seller prepared this Agreement solely on its behalf. Each Party to this Agreement acknowledges that: (i) the Party had the
advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other
Party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such Party; and
(iii) such Party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion.
Each Party further acknowledges that such Party was not represented by the legal counsel of the other Party in connection with
the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was
representing his or its interests. Each Party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation
thereof, shall be presumed, implied, or otherwise construed against the other Party on the basis that such Party was responsible
for drafting this Agreement.


 


IN WITNESS WHEREOF, each of the undersigned has duly executed
this Stock Purchase Agreement as of the date first written above.


 


	SELLER	 
	 	 
	ElectroMedical
    Technologies, Inc.	 
	a
    Delaware corporation	 
	 	 
	By:  	  	 
	 	Printed
    Name: Matthew Wolfson	 
	 	Title:
    Chief Executive Officer	 




 


PURCHASER


 


ProActive Capital
Partners, LP 


a Delware Limited
Partnership


 


	By:  	  	 
	 	Printed Name: Jeff Ramson	 
	 	Title: Authorized Signatory	 




 






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