REPRESENTATIONS AND WARRANTIES REGARDING THE. NWKT PARTIES 11 Section 4.01 Corporate Existence and Power 11 Section 4.02 No Conflict; Due Authorization 11 Section 4.03 Valid Obligation 11 Section 4.04 Governmental Authorization 11 Section 4.05 Authorized Shares and Capital 11 Section 4.06 Options or Warrants 12 Section 4.07 Subsidiaries and Predecessor Corporations 12 Section 4.08 Books and Records 12 Section 4.09 Financial Statements 12 Section 4.10 Undisclosed Liabilities 12 Section 4.11 Litigation and Proceedings 12 Section 4.12 Contracts 13 Section 4.13 No Conflict With Other Instruments 13 Section 4.14 Compliance With Laws and Regulations 13 Section 4.15 Taxes 13 Section 4.16 Tax Returns and Audits 13 Section 4.17 Employee Benefit Plans; ERISA 13 Section 4.18 Conflict of Interest 14 Section 4.19 Bank Accounts 14 Section 4.20 Officer, Director and Promoter's Information 14 Section 4.21 Limited Representations and Warranties 14 Article V. ADDITIONAL COVENANTS OF THE PARTIES 14 Section 5.01 Actions at and Following the Closing 14 Article VI. INDEMNIFICATION 15 Section 6.01 Indemnification of NWKT 15 Section 6.02 Indemnification of OZOP and OZOP Shareholders 15 Section 6.03 Expiration and Time Limit 15 Section 6.04 Procedure 16 Section 6.05 Periodic Payments 17 Section 6.06 Insurance 17 Article VII. DISPUTE RESOLUTION 18 Section 7.01 Arbitration 18 Section 7.02 Waiver of Jury Trial; Exemplary Damages 19 Article VIII. MISCELLANEOUS 19 Section 8.01 Brokers 19 Section 8.02 Governing Law 19 Section 8.03 Notices 20 Section 8.04 Attorneys' Fees 20 Section 8.05 Confidentiality 20 Section 8.06 Public Announcements and Filings 21 Section 8.07 Schedules; Knowledge 21 Section 8.08 Third Party Beneficiaries 21 Section 8.09 Expenses 21 Section 8.10 Entire Agreement; Definitions; Interpretation 21 Section 8.11 Survival; Termination 22 Section 8.12 Amendment; Waiver; Remedies; Agent 22 Section 8.13 OZOP Shareholders Appointment of Attorneys in Fact 22 Section 8.14 Arm's Length Bargaining; No Presumption Against Drafter 23 Section 8.15 Headings 23 Section 8.16 Exhibits and Schedules 23 Section 8.17 No Assignment or Delegation 23 Section 8.18 Commercially Reasonable Efforts 24 Section 8.19 Further Assurances 24 Section 8.20 Specific Performance 24 Section 8.21 Counterparts 24 Section 8.22 No Drafting Party 24 Exhibit A OZOP Shareholders' OZOP Stock and Exchange Shares 26 Exhibit B Defined Terms 27 SHARE EXCHANGE AGREEMENT Dated as of April 13, 2018 This Share Exchange Agreement (together with the Exhibits, Schedules and attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and among (i) Ozop Surgical, Inc. a Delaware corporation (“OZOP”); (ii) the shareholders of OZOP (the “OZOP Shareholders”) (iii) Newmarkt, Corp, a Nevada corporation (“NWKT”) and (iv) Denis Razvodovskij, the holder, directly or indirectly, of 2,000,0000 shares of common stock of NWKT, representing a majority of the issued and outstanding capital stock of NWKT (“Razvodovskij”). Each of NWKT and Razvodovskij may be referred to collectively herein as the “NWKT Parties” and separately as a “NWKT Party”. Each of OZOP and the OZOP Shareholders may be referred to collectively herein as the “OZOP Parties” and separately as an “OZOP Party.” Each NWKT Party and each OZOP Party may be referred to herein collectively as the “Parties” and separately as a “Party”.
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REPRESENTATIONS AND WARRANTIES REGARDING THE. NWKT PARTIES 11 ACQUIRED COMPANIES 15 Section 4.01 Corporate Existence 4.1 Organization 15 Section 4.2 No Conflicts; Consents and Power 11 Approvals 15 Section 4.02 No Conflict; Due Authorization 11 4.3 Capitalization 16 Section 4.03 Valid Obligation 11 4.4 Brokers 16 Section 4.04 Governmental Authorization 11 4.5 Litigation 16 Section 4.05 Authorized Shares and Capital 11 4.6 Bankruptcy 17 Section 4.06 Options or Warrants 12 Section 4.07 Subsidiaries and Predecessor Corporations 12 Section 4.08 Books and Records 12 Section 4.09 4.7 Acquired Company Financial Statements 12 17 Section 4.8 Absence of Certain Changes 17 Section 4.9 Contracts 17 Section 4.10 Undisclosed Liabilities 12 Tax Matters 18 Section 4.11 Litigation and Proceedings 12 Bank Accounts 19 Section 4.12 Contracts 13 Officers, Directors, Employees and Appointees 19 Section 4.13 No Conflict With Other Instruments 13 Employee Benefit Plans 19 Section 4.14 Compliance With Laws and Regulations 13 Hazardous Materials 19 ACCEPTED FOR PROCESSING - 2023 June 9 12:24 PM - SCPSC - 2023-189-E - Page 3 of 45 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER 20 Section 4.15 Taxes 13 5.1 Organization 20 Section 4.16 Tax Returns and Audits 13 5.2 Authority; Enforceability 20 Section 4.17 Employee Benefit Plans5.3 No Conflicts 20 Section 5.4 Legal Proceedings 20 Section 5.5 Sanctions 21 Section 5.6 Brokers 21 Section 5.7 Acquisition as Investment 21 Section 5.8 Financial Resources 21 Section 5.9 No Conflicting Contracts 22 Section 5.10 Opportunity for Independent Investigation; ERISA 13 No Other Representations 22 Section 4.18 Conflict of Interest 14 Section 4.19 Bank Accounts 14 Section 4.20 Officer, Director and Promoter's Information 14 Section 4.21 Limited Representations and Warranties 14 Article V. ADDITIONAL COVENANTS OF THE PARTIES 14 Section 5.01 Actions at and Following the Closing 14 Article 5.11 Disclaimer Regarding Projections 22 ARTICLE VI. INDEMNIFICATION 15 COVENANTS 23 Section 6.01 Indemnification 6.1 Regulatory and Other Approvals 23 Section 6.2 Access of NWKT 15 Buyer and Seller 24 Section 6.02 Indemnification of OZOP and OZOP Shareholders 15 6.3 Release 25 Section 6.03 Expiration and Time Limit 15 6.4 Confidentiality 26 Section 6.04 Procedure 16 Section 6.05 Periodic Payments 17 Section 6.06 Insurance 17 Article VII. DISPUTE RESOLUTION 18 Section 7.01 Arbitration 18 Section 7.02 Waiver of Jury Trial; Exemplary Damages 19 Article VIII. MISCELLANEOUS 19 Section 8.01 Brokers 19 Section 8.02 Governing Law 19 Section 8.03 Notices 20 Section 8.04 Attorneys' Fees 20 Section 8.05 Confidentiality 20 Section 8.06 6.5 Public Announcements 26 Section 6.7 Distributions 26 Section 6.8 R&W Insurance Policy 27 Section 6.9 Transfer and Filings 21 Similar Taxes 27 Section 8.07 Schedules; Knowledge 21 Section 8.08 Third Party Beneficiaries 21 Section 8.09 Expenses 21 Section 8.10 Entire Agreement; Definitions; Interpretation 21 Section 8.11 Survival; Termination 22 Section 8.12 Amendment; Waiver; Remedies; Agent 22 Section 8.13 OZOP Shareholders Appointment of Attorneys in Fact 22 Section 8.14 Arm's Length Bargaining; No Presumption Against Drafter 23 Section 8.15 Headings 23 Section 8.16 Exhibits and Schedules 23 Section 8.17 No Assignment or Delegation 23 Section 8.18 Commercially Reasonable Efforts 24 Section 8.19 6.10 Further Assurances 24 27 Section 8.20 Specific Performance 24 Section 8.21 Counterparts 24 Section 8.22 No Drafting Party 24 Exhibit A OZOP Shareholders' OZOP Stock and Exchange Shares 26 Exhibit B Defined Terms 27 SHARE EXCHANGE AGREEMENT Dated as of April 13, 2018 This Share Exchange Agreement (together with the Exhibits, Schedules and attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and among (i) Ozop Surgical, Inc. a Delaware corporation (“OZOP”); (ii) the shareholders of OZOP (the “OZOP Shareholders”) (iii) Newmarkt, Corp, a Nevada corporation (“NWKT”) and (iv) Denis Razvodovskij, the holder, directly or indirectly, of 2,000,0000 shares of common stock of NWKT, representing a majority of the issued and outstanding capital stock of NWKT (“Razvodovskij”). Each of NWKT and Razvodovskij may be referred to collectively herein as the “NWKT Parties” and separately as a “NWKT Party”. Each of OZOP and the OZOP Shareholders may be referred to collectively herein as the “OZOP Parties” and separately as an “OZOP Party.” Each NWKT Party and each OZOP Party may be referred to herein collectively as the “Parties” and separately as a “Party”.6.11 Estoppels 27
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Sources: Purchase and Sale Agreement