FORM OF SUBSCRIPTION AGREEMENT
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT
IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID
FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH
AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT
DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS
OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY FLASHFUNDERS,
INC. (THE “PLATFORM”) OR THROUGH FINTECH CLEARING, LLC (THE “BROKER”). ANY REPRESENTATION TO THE CONTRARY
INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS
THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY
INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER
IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE
APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.
PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION
AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE PLATFORM OR PROVIDED BY THE BROKER (COLLECTIVELY,
THE “OFFERING MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES
OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT
DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND
THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL
ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.
THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS
AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING
STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT.
WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,”
“INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE
FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT
TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE
FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK
ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING
STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE.
THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT
THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED
BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES
ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE
OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.
THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR
ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN
PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH
INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY
NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THAT DATE.
00000 X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
(a) The undersigned (“Subscriber”) hereby irrevocably
subscribes for and agrees to purchase (the “Securities”), of Electromedical Technologies, Inc., a Delaware corporation
(the “Company”), at a purchase price of $0.71 per share of Common Stock (the “Per Security Price”), upon
the terms and conditions set forth herein. The minimum subscription is $250. The rights of Common Stock are as set forth in the
Certificate of Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the
(b) Subscriber understands that the Securities are being offered
pursuant to an offering circular dated [______________] (the “Offering Circular”) filed with the SEC as part of the
Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription
Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required
by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected
in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition,
the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed
for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s
subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber
without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 7,042,254
(the “Maximum Offering”). The Company may accept subscriptions until [_____________], unless otherwise extended by
the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum
Offering (the “Termination Date”). Providing that subscriptions for 704,225 Securities are received (the “Minimum
Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior
to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety,
or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement
shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon
Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any
such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument
in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree,
and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
2. Purchase Procedure.
(a) Payment. The purchase price for the Securities shall
be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber
shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities
by a check for available funds made payable to “FinTech Clearing FBO ‘Electromedical Technologies’”, by
ACH electronic transfer or wire transfer to an account designated by the Company, by cancellation of any indebtedness made by the
Company to the undersigned (the "Indebtedness"), or by any combination of such methods.
(b) Offering Deposit Account arrangements. Payment for the
Securities shall be received by FinTech Clearing, LLC (the “Offering Deposit Account Agent”) from the undersigned
by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable
Closing Date, in the amount as set forth in Appendix A on the signature page hereto. Upon such Closing Date, the Offering Deposit
Account Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of
the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Computershare
Trust Company, N.A., (the “Transfer Agent”), which books and records shall bear a notation that the Securities were
sold in reliance upon Regulation A.
|Offering Deposit Account Agent Name
||FinTech Clearing, LLC|
6 Venture, Xxxxx 000
Xxxxxx, XX 00000
||To Be Provided to Investor|
||FinTech Clearing FBO “Electromedical Technologies”|
||REF: [Investor Name]|
3. Representations and Warranties of the Company.
The Company represents and warrants to Subscriber that the following
representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise
indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or
other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a
particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such
fact or other matter.
(a) Organization and Standing. The Company is a corporation
duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power
and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement and any other agreements
or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a
foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes
such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect
on the Company or its business.
(b) Issuance of the Securities. The issuance, sale and delivery
of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on
the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions
of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.
(c) Authority for Agreement. The execution and delivery by
the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance,
sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate
action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding
agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public
policy and by federal or state securities laws.
(d) No filings. Assuming the accuracy of the Subscriber’s
representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption
by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required
by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription
Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii)
for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license,
consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material
adverse effect on the ability of the Company to perform its obligations hereunder.
(e) Capitalization. The authorized and outstanding units
securities of the Company immediately prior to the initial investment in the Securities is as set forth “Securities being
Offered” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants,
rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for
the purchase or acquisition from the Company of any of its securities.
(f) Financial statements. Complete copies of the Company’s
audited financial statements consisting of the balance sheets of the Company as at December 31, 2015, December 31, 2016 and the
related statements of income, stockholders’ equity and cash flows for the two-year period then ended (the “Financial
Statements”) and unaudited financial statements consisting of the balance sheet of the Company as at September 30, 2017,
and the related statements of income, and cash flows for the two nine month periods ended September 30, 2017 and September 30,
2016 (the “Interim Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular.
The Financial Statements and Interim Financial Statements are based on the books and records of the Company and fairly present
in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of
the operations and cash flows of the Company for the periods indicated. Xxxxxxxxx Xxxxxx & Van Trigt LLP, which has audited
the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.
(g) Proceeds. The Company shall use the proceeds from the
issuance and sale of the Securities as set forth in “Use of Proceeds to issuer” in the Offering Circular.
(h) Litigation. There is no pending action, suit, proceeding,
arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body,
or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer,
manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the
Company or that could otherwise materially impact the Company.
4. Representations and Warranties of Subscriber. By executing
this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity,
the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true
and complete in all material respects as of such Subscriber’s respective Closing Date(s):
(a) Requisite Power and Authority. Such Subscriber has all
necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement, the Operating
Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required
for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will
be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements
required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement
of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
(b) Investment Representations. Subscriber understands that
the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber
also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities
Act based in part upon Subscriber’s representations contained in this Subscription Agreement.
(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges
and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale
will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list
the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act
of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber
is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands
that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors
relating to the purchase of Securities.
(d) Accredited Investor Status or Investment Limits. Subscriber
represents that either:
(i) Subscriber is an “accredited investor”
within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information
set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or
(ii) The purchase price set out in paragraph (b) of the
signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering,
does not exceed 10% of the greater of the Subscriber’s annual income or net worth.
Subscriber represents that to the extent it has any questions with
respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.
(e) Shareholder information. Within five days after receipt
of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder
(or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all
laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers
any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition
of such transfer.
(f) Company Information. Subscriber understands that the
Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the
Offering Circular. Subscriber has had such opportunity as it deems necessary (which opportunity may have presented through online
chat or commentary functions) to discuss the Company’s business, management and financial affairs with managers, officers
and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has
also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions
of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to
Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects
of the Company or its financial condition.
(g) Valuation. The Subscriber acknowledges that the price
of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to
value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result
that the Subscriber’s investment will bear a lower valuation.
(h) Domicile. Subscriber maintains Subscriber’s domicile
(and is not a transient or temporary resident) at the address shown on the signature page.
(i) No Brokerage Fees. There are no claims for brokerage
commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement
or related documents based on any arrangement or agreement binding upon Subscriber.
(j) Foreign Investors. If Subscriber is not a United States
person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents
that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction
for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental
or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and
continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s
5. Survival of Representations and Indemnity. The representations,
warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees
to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage
and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’
fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty
or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document
furnished by the Subscriber to any of the foregoing in connection with this transaction.
6. Governing Law; Jurisdiction. This Subscription Agreement
shall be governed and construed in accordance with the laws of the State of New York.
EACH OF THE SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION
OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE ARIZONA AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT
ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBER AND THE
COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY,
THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBER AND THE COMPANY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED
IN SECTION 8 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING
TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF,
EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED
OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
7. Notices. Notice, requests, demands and other communications
relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have
been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail,
postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on
the date of such delivery to the address of the respective parties as follows:
If to the Company, to:
Electromedical Technologies, Inc.
00000 X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
||If to a Subscriber, to Subscriber’s address as shown on the signature page hereto|
or to such other address as may be specified by written notice from
time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or
cable shall be confirmed by letter given in accordance with (a) or (b) above.
(a) All pronouns and any variations thereof shall be deemed to refer
to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.
(b) This Subscription Agreement is not transferable or assignable
(c) The representations, warranties and agreements contained herein
shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall
inure to the benefit of the Company and its successors and assigns.
(d) None of the provisions of this Subscription Agreement may be
waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the
Company and Subscriber.
(e) In the event any part of this Subscription Agreement is found
to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void
or unenforceable part were never the subject of agreement.
(f) The invalidity, illegality or unenforceability of one or more
of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability
of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription
Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties
hereunder shall be enforceable to the fullest extent permitted by law.
(g) This Subscription Agreement supersedes all prior discussions
and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between
the parties hereto with respect to the subject matter hereof.
(h) The terms and provisions of this Subscription Agreement are
intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of
the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.
(i) The headings used in this Subscription Agreement have been inserted
for convenience of reference only and do not define or limit the provisions hereof.
(j) This Subscription Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
(k) If any recapitalization or other transaction affecting the stock
of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect
to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately
prior thereto, shall have been covered by this Subscription Agreement.
(l) No failure or delay by any party in exercising any right, power
or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
[SIGNATURE PAGE FOLLOWS]
ELECTROMEDICAL TECHNOLOGIES, INC.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
The undersigned, desiring to purchase shares of Common Stock of
Electromedical Technologies, Inc., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions
and representations of the Subscription Agreement.
|(a) The number of shares of Common Stock the undersigned hereby irrevocably subscribes for is:
(print number of Securities)
|(b) The aggregate purchase price (based on a purchase price of $0.71 per Security) for the shares of Common Stock the undersigned hereby irrevocably subscribes for is:
(print aggregate purchase price)
|(c) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:
|(print name of owner or joint owners)
||If the Securities are to be purchased in joint names, both Subscribers must sign:|
|Name (Please Print)
||Name (Please Print)|
|Social Security Number/EIN
||Social Security Number|
* * * * *
An accredited investor includes the following categories of investor:
(1) Any bank as defined in section 3(a)(2) of the Act, or any savings
and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary
capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company
as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business
development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small
Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained
by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit
of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such
act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons
that are accredited investors;
(2) Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring
the securities offered, with total assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the issuer
of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net
worth with that person's spouse, exceeds $1,000,000.
(i) Except as provided in paragraph (a)(5)(ii) of this
section, for purposes of calculating net worth under this paragraph (a)(5):
(A) The person's primary residence shall not be included
as an asset;
(B) Indebtedness that is secured by the person's primary
residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included
as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount
outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess
shall be included as a liability); and
(C) Indebtedness that is secured by the person's primary
residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be
included as a liability;
(ii) Paragraph (a)(5)(i) of this section will not apply
to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase
such securities, provided that:
(A) Such right was held by the person on July 20, 2010;
(B) The person qualified as an accredited investor on the
basis of net worth at the time the person acquired such right; and
(C) The person held securities of the same issuer, other
than such right, on July 20, 2010.
(6) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described
in §230.506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited