AGREEMENT OF SHARE ISSUANCE AND
PLAN OF REORGANIZATION
THIS AGREEMENT made and entered into
as of the 8th day of May, 2009, by and between Cytta Corp., a
Nevada corporation (hereinafter called “CC”), and
Ophthalmic International, Inc., a Nevada corporation (hereinafter
called “OI”).
WITNESSETH THAT:
A. CC is a company whose
common stock is publicly traded under the symbol
“CYTC.”
B. OI is the
wholly-owned subsidiary of CC and manufactures and markets a
patented medial device.
C. In December 2008, CC
and OI entered into an Agreement of Share Exchange and Plan of
Reorganization (hereinafter called the “Exchange
Agreement”) which provided for the acquisition of OI by CC
through the issuance by CC of 56,000,000 of its restricted common
stock shares to all of the shareholders of OI in exchange for their
100,000 OI common stock shares (the
“Exchange”).
D. It is now deemed in
the best interest of OI and CC that the Exchange Agreement be
rescinded and the Exchange be reversed.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements and the benefits to be realized
by each of the parties, the following transactions are hereby
agreed to, subject to the conditions hereinafter stated:
1. The
Reversal
(a) On the
Closing Date hereinafter referred to, and in exchange for all of
the 56,000,000 shares of common stock of CC previously issued to
the OI shareholders as set forth on Exhibit A attached hereto (the
“CC Common Stock”) being returned to CC, CC shall
deliver the 100,000 shares of OI common stock (the “OI Common
Stock”) to the OI shareholders set forth on Exhibit A
attached hereto in order to reverse the Exchange and rescind the
Exchange Agreement (the “Reversal”).
(b) CC and
OI are not required under Nevada corporate law to submit this
Agreement to their shareholders for approval.
2.
Closing
The closing of all the transactions
contemplated hereby (herein called the “Closing” or the
“Closing Date”) shall take place at the offices of OI
in Fountain Hills, Arizona at 9:00 a.m. on a date within five (5)
business days after all of the conditions described in paragraphs 7
and 8 hereof have been satisfied or, to the extent
permitted in paragraph 10 hereof, their satisfaction has been
waived. All documents required to be delivered by each of the
parties hereto shall be duly delivered to the respective recipient
thereof at or prior to the Closing. In no event shall
the Closing Date be later than May 15, 2009, and if it is delayed
beyond said date, then either party shall have the right to
terminate this Agreement upon notice to that effect.
3. Business Pending
the Closing
(a) From the
date of this Agreement to and including the Closing Date, except as
may be first approved by OI or as is otherwise permitted or
contemplated by this Agreement: (i) CC shall conduct its business
only in the usual and ordinary course without the creation of any
additional indebtedness; (ii) no change shall be made in the
authorized capitalization of CC except as contemplated by this
Agreement; (iii) no shares of capital stock of CC shall be
authorized for issuance or issued and no agreement or commitment
for the issuance hereof shall be entered into; (iv) CC will use all
reasonable and proper efforts to preserve its business organization
intact; and (v) the Board of Directors of CC will not declare any
dividends on, or otherwise make any distribution in respect of, its
outstanding shares of capital stock.
(b) From the
date of this Agreement to and including the Closing Date, except as
may be first approved by CC or as is otherwise permitted or
contemplated by this Agreement: (i) OI shall conduct its business
only in the usual and ordinary course; (ii) no change shall be made
in the authorized capitalization of OI, except as contemplated by
this Agreement; (iii) no shares of capital stock of OI shall be
authorized for issuance or issued and no agreement or commitment
for the issuance thereof shall be entered into; (iv) OI
will use all reasonable and proper efforts to preserve its business
organization intact, to keep available the services of its present
employees and to maintain satisfactory relationships between OI and
its suppliers, customers, regulatory agencies, and others having
business relations with it; and (v) the Board of Directors of OI
will not declare any dividends on, or otherwise make any
distribution in respect of, its outstanding shares of capital
stock.
4. Representations of
CC
CC represents, warrants and agrees
that:
(a) CC is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and it is duly qualified to
do business and in good standing in every jurisdiction in which the
nature of its business of the character of its properties makes
such qualification necessary. CC has the corporate power
and any necessary governmental authority to own or lease their
respective properties now owned and to carry on their respective
business as now being conducted.
(b) As of
December 31, 2008, the capitalization of CC is as set forth in the
financial statements filed with the SEC, plus an additional 70,000
shares which have been issued since that date. The outstanding
capital stock of CC has been duly authorized and issued and is
fully paid and nonassessable. CC has no commitment to
issue nor will it issue any shares of its capital stock or any
securities or obligations convertible into or exchangeable for, or
giving any person any right to acquire from CC, any shares of its
capital stock
(c) Prior to
May 8, 2009, CC has not declared or paid any dividend on its
outstanding shares of common stock or declared or made any
distribution on, or directly or indirectly redeemed, purchased or
otherwise acquired any of its outstanding stock. CC will not take
any such action during the period between the date hereof and the
Closing Date.
(d) CC is
not engaged in or a party to, or to the knowledge of CC threatened
with, any material legal action or other proceeding before any
court or administrative agency. CC, to the knowledge of
CC, has not been charged with, and is not under investigation with
regard to, any charge concerning any presently pending material
violation of any provision of Federal, State or other applicable
law or administrative regulations in respect of its
business.
(e) There
has not been, since May 8, 2009, and will not be prior to the
Closing Date, a purchase or sale or any other acquisition, transfer
or distribution of any assets or properties on the part of CC
except in the ordinary course of business.
(f) The
execution and carrying out of this Agreement and compliance with
the terms and provisions hereof by CC will not conflict with or
result in any material breach of any of the terms, conditions, or
provision of, or constitute a default under, or result in the
creation of, any lien, charge or encumbrance upon any of the
property or assets of CC or any of its subsidiaries pursuant to any
corporate charter, bylaw, indenture, mortgage, agreement (other
than that which is created by virtue of this Agreement), or other
instrument to which CC is a party or by which it is bound or
affected.
5. Representations of
OI
OI represents, warrants and agrees
that:
(a) OI is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada. OI has the
corporate power and any necessary governmental authority to own or
lease its properties now owned or leased and to carry on its
business as now being conducted. OI is duly qualified to
do business and in good standing in every jurisdiction in which the
nature of its business or the character of its properties makes
such qualification necessary.
(b) OI has
no commitment to issue nor will it issue any shares of its capital
stock or any securities or obligations convertible into or
exchangeable for, or giving any person any right to acquire from
OI, any shares of its capital stock.
(c)
Subsequent to April 30, 2009, OI has not declared or paid any
dividend on its outstanding shares of common stock or declared or
made any distribution on, or directly or indirectly redeemed,
purchased or otherwise acquired any of its outstanding
stock. OI will not take any
