Exhibit 10.1


 


 


REDEMPTION AGREEMENT


 





THIS REDEMPTION AGREEMENT (the
"Agreement") is made and entered into effective April 13, 2018, by and among Newmarkt Corp., a Nevada corporation ("NWKT"),
and Denis Razvodovskij, an individual (the "Shareholder").







 


RECITALS:


 


A.
The Shareholder owns 2,000,000 shares of common stock of NWKT (the "NWKT Shares").


 


B.
NWKT desires to redeem, and Shareholder desires to sell, all of the Shareholder’s NWKT Shares for an amount equal to three
hundred fifty thousand dollars ($350,000) (a “Treasury Purchase Transaction”).


 


C.
The Shareholder desires to consummate the Treasury Purchase Transaction upon the terms and conditions set forth herein.


 


E.
It is the intention of the parties hereto that: (i) NWKT shall acquire the NWKT Shares solely for the consideration set forth below
(the "Redemption"); and (ii) the Exchange shall qualify as a transaction exempt from registration or qualification under
the Securities Act of 1933, as amended (the "Securities Act").


 


  NOW,
THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement,
the parties hereto agree as follows:


 


 


SECTION 1. REDEMPTION OF SHARES AND OTHER
TRANSACTIONS


 


1.1 Redemption of Shares.
On the Closing Date (as hereinafter defined), the Shareholder shall tender the NWKT Shares to NWKT and NWKT shall pay a purchase
price equal to $0.175 per NWKT Share so tendered for a total purchase price of $350,000.00 (“Purchase Price”). Shareholder
has directed, and NWKT agrees to such direction on the terms and conditions below, that NWKT shall pay the Purchase Price to Vavilon
Invest, LP, a limited partnership organized under the laws of Scotland (“Vavilon”).


 


1.2 Delivery of NWKT
Shares. On the Closing Date, the Shareholder will deliver to NWKT the certificates representing the NWKT Shares, duly endorsed
for transfer (or with executed stock powers) so as to
convey good and marketable title to the NWKT Shares to NWKT as described in that Share Exchange Agreement


by
and among NWKT, Shareholder, OZOP Surgical, Inc., and the shareholders of OZOP Surgical, Inc.


 


 





SECTION
2. PAYMENT OF PURCHASE PRICE TO VAVILON INVEST, LP AND INDEMNIFICATION OF NWKT


 


2.1
Payment to Vavilon. Shareholder understands and agrees that his right to receive the Purchase Price has been assigned to
Vavilon, pursuant to a written instruction by Shareholder, for disbursement to Shareholder according to terms understood and agreed
to by Shareholder and Vavilon thereafter. NWKT agrees to transfer the Purchase Price to Vavilon and Shareholder agrees that such
payment shall satisfy any and all payment obligation NWKT may have to Shareholder to execute the Treasury Purchase Transaction.


 


2.2
Transfer of NWKT Shares. Shareholder agrees that upon the transfer of the Purchase Price to Vavilon, Shareholder shall immediately
deliver the NWKT Shares owned by him, duly endorsed for transfer so as to convey good and marketable title to the NWKT Shares
to NWKT as described in that Share Exchange Agreement by and among NWKT, Shareholder, OZOP Surgical, Inc., and the shareholders
of OZOP Surgical, Inc.


 


2.3
Release of NWKT Following Payment of Purchase Price. Shareholder agrees that upon Vavilon’s receipt of the Purchase
Price, Shareholder hereby forever releases, discharges, and forever extinguishes any right to payment for the NWKT Shares. Shareholder
agrees that NWKT, nor its directors, officers, agents, and Shareholders (“Releasees”), shall have no obligation to
Shareholder in ensuring that Vavilon pays any of the Purchase Price to Shareholder, and Shareholder hereby agrees to accept all
risk of nonpayment by Vavilon following NWKT delivering the Purchase Price to Vavilon.


 


2.4
Indemnification and Hold Harmless. Shareholder shall fully indemnify, hold harmless and defend (collectively “indemnify”
and “indemnification”) NWKT and its directors, officers, employees, agents, stockholders and Affiliates (collectively,
“Indemnified Parties”) from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements,
judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving
a third party claim, which arise out of or relate to (1) any breach of any representation or warranty of Shareholder contained
in this Agreement, (2) any failure of Vavilon to pay any portion of the Purchase Price to Shareholder, and/or (3) any breach or
violation of any covenant or other obligation or duty of Shareholder under this Agreement or under applicable law.


 


2.5
Covenant Not to Sue. In addition to the release, indemnification, and NWKT shares transferred as valuable consideration
for the Purchase Price, Shareholder hereby covenants and agrees never, individually or with any other person or in any way, voluntarily
to commence, aid in any way, prosecute or cause to be commenced or prosecuted against NWKT or Releasees, or any of them, any action
or proceeding based upon any claim which is released by this Agreement.


 


 


SECTION
3. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER


 


 The
Shareholder represents and warrants to NWKT as follows:


 


3.1
Information on Shareholder. Shareholder is an "accredited investor," as such term is defined in Regulation D
promulgated under the Securities Act, and is experienced in investments and business matters, has made investments of a
speculative nature and has such knowledge and experience in financial, tax and other business matters as to enable him to evaluate
the merits and risks of, and to make an informed investment decision with respect to, this Agreement.


 


3.2 Ownership of NWKT
Shares and Authorization of Agreement. Shareholder is the sole record and beneficial owner of his/her/its NWKT Shares, all
of which shares are owned free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned
or otherwise transferred except pursuant to this Agreement. There are no outstanding subscriptions, rights, options, warrants or
other agreements obligating Shareholder to sell or transfer to any third person any of the NWKT Shares owned by Shareholder, or
any interest therein. Shareholder has the power to enter into this Agreement and to carry out his, her or its obligations hereunder.
This Agreement has been duly executed by Shareholder and constitutes the valid and binding obligation of Shareholder, enforceable
against Shareholder in accordance with its terms.


 


3.3    Review
of Excel 1934 Exchange Act Filings; Access to Information. Shareholder represents and warrants that it has (i) reviewed the
reports filed by NWKT under the Securities Exchange Act of 1934 (hereinafter defined as the “SEC Reports”) on the SEC
EDGAR system; (ii) received such information and other documents as has been requested by Shareholder regarding NWKT; (iii) carefully
reviewed and understands all of such information; and (iv) made any decision to execute and become a party to this Agreement based
solely upon such Shareholder’s review of such information.


 


 


SECTION 4. COVENANTS


 


4.1. Examinations and
Investigations. Prior to the Closing, the parties acknowledge that they have been entitled, through their employees and representatives,
to make such investigation and verification of the assets, properties, business and operations, books, records and financial condition
of the other, including communications with suppliers, vendors and customers, as they each may reasonably require.


 


4.2. Expenses. Each
party hereto agrees to pay its own costs and expenses incurred in negotiating this Agreement and consummating the transactions
described herein.


 


4.3. Further Assurances.
The parties shall execute such documents and other papers and take such further action as may be reasonably required or desirable
to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall use its best efforts to fulfill
or obtain in the fulfillment of the conditions to the Closing, including, without limitation, the execution and delivery of any
documents or other papers, the execution and delivery of which are necessary or appropriate to the Closing.


 


4.4 Stock Certificates
and Consideration. At the Closing, the Shareholder shall have delivered the certificates representing the NWKT Shares duly
endorsed (or with executed stock powers) so as to make NWKT the sole owner thereof.


 


 


SECTION 5. THE CLOSING


 


  The
closing (the "Closing") shall take place at such other time and place as is mutually agreed upon by NWKT and the Shareholder
(the “Closing Date”). At the Closing, the parties shall provide each other with such documents as may be necessary
or appropriate and customary in transactions of this sort in order to consummate the transactions contemplated hereby, including
evidence of due authorization of the Agreement and the transactions contemplated hereby.


 


 


SECTION 6. SURVIVAL OF REPRESENTATIONS
AND WARRANTIES OF THE SHAREHOLDER


 


  NWKT
shall have the right to rely fully upon the representations, warranties, covenants and agreements of the Shareholder contained
in this Agreement or in any document delivered to NWKT or any of its representatives, in connection with the transactions contemplated
by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof
and the Closing hereunder for 12 months following the Closing.


 


 


SECTION 7. MISCELLANEOUS


 


7.1 Waivers. The
waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this Agreement shall in no
event constitute a waiver as to any future breach whether similar or dissimilar in nature or as to the exercise of any further
right under this Agreement.


 


7.2 Amendment. This
Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the duly authorized representatives
of the respective parties.


 


7.3
Assignment. This Agreement is not assignable except by operation of law. 


 


7.4 Notices. 
Until otherwise specified in writing, the mailing addresses of both parties of this Agreement shall be as follows:


 


	To: 	
        NWKT Corp.

        500 La Terraza Blvd, Ste. 150

        Escondido, CA 92025

        Attention: Michael Chermak, CEO



 


	With a copy to:	
        

         

        Anderson Hayes, P.C.

        P.O. Box 752

        Rancho Santa Fe, CA 92067

        Attn: Ryan Anderson, Esq.



 


	To:	
        Denis Razvodovskij

        1408, 5348 Vegas Drive

        Las Vegas, NV 89108



 


Any notice or statement given under this Agreement
shall be deemed to have been given if sent by registered mail addressed to the other party at the address indicated above or at
such other address as may be furnished in writing to the addressor.


 


7.5 Governing Law; Venue.
This Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to the conflicts
of law provisions thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the County of San Diego, State of California, 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
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each
party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such 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. If any provision of this agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this
agreement in that jurisdiction or the validity or enforceability of any provision of this agreement in any other jurisdiction.
EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.


 


7.6 Publicity. No
publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by either party
hereto at any time from the signing hereof without advance approval in writing of the form and substance thereof by the other party.


 


7.7 Entire Agreement.
This Agreement and the collateral agreements executed in connection with the consummation of the transactions contemplated herein
contain the entire agreement among the parties with respect to the Exchange and related transactions, and supersede all prior agreements,
written or oral, with respect thereto.


 


7.8 Headings. The
headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this
Agreement.


 


7.9 Severability of Provisions.
The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision
of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.


 


7.10 Counterparts.
This Agreement may be executed in any number of counterparts, each of which, when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document.


 


7.11 No Drafting Party.
Each party has participated in negotiating and drafting this agreement such that if an ambiguity or a question of intent or interpretation
arises, this agreement is to be construed as if the parties had drafted this document jointly. The Rule of Interpreting the Document
against the Drafter is inapplicable to this agreement.


 


7.12 Attorneys’
Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorneys’
fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.


 


IN WITNESS WHEREOF,
the parties have executed this Agreement on the date first above written.


 





NEWMARKT CORP.


 


By: /s/ Michael Chermak                              Date:
April 13, 2018


Name: Michael Chermak


Title: CEO


 


SHAREHOLDER:


 


By: /s/ Denis Razvodovskij                        
 Date: April 13, 2018


Name: Denis Razvodovskij