AGREEMENTOF SHARE EXCHANGE AND PLAN OF REORGANIZATION

EX-2.1 2 p1214_ex2-1.htm SHARE EXCHANGE AGREEMENT EXHIBIT 2.1

EXHIBIT 2.1

AGREEMENT OF SHARE EXCHANGE AND PLAN OF REORGANIZATION

THIS AGREEMENT made and entered into as of the 5th day of December, 2008, 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 may be publicly traded under the symbol “CYTC.”

B. OI is a private company which manufactures and markets a patented medial device.

C. Subject to the approval of the Board of Directors of CC and OI, CC and OI shall enter into an Agreement of Exchange (hereinafter called the “Exchange Agreement”) in substantially the form attached hereto and made a part hereof as Exhibit A, which provides, among other things, for 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 OI common stock shares (the “Exchange”).

D. Following the Exchange under the Exchange Agreement, OI will be a wholly-owned subsidiary of CC.

E. It is intended that the transactions contemplated by this Agreement shall constitute an exchange conforming to the provisions of Section 368(a)(2) of the Internal Revenue Code of 1954.

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 Exchange

(a) In accordance with the Exchange Agreement, on the Closing Date hereinafter referred to, and in exchange for all of the then issued and outstanding shares of capital stock of OI (the “OI Capital Stock”), CC shall issue the number of fully paid and nonassessable shares of voting CC common stock, $.001 par value per share (hereinafter called “CC Common Stock”) in order to permit the Exchange to be effected in accordance with the terms of the Exchange Agreement, on the basis of Five Hundred Sixty (560.0) shares of CC Common Stock for each One (1.0) share of OI Capital Stock, subject to rounding to a whole share as provided in the Exchange Agreement.

If between the date hereof and the Closing Date, CC shall effect any reclassification, recapitalization, subdivision, combination or exchange of shares, in respect of the outstanding shares of common stock of CC or a stock dividend thereon shall be declared with a record date within said period, the per share amounts of CC Common Stock to be issued and delivered in the Exchange shall be appropriately adjusted.

(b) CC shall issue and deliver as and when required by the Exchange Agreement, certificates representing the shares of CC Common Stock for which the shares of OI Capital Stock outstanding immediately prior to the effective time of the Exchange shall have been exchanged as provided in the Exchange Agreement.

(c) OI shall submit this Agreement and the Exchange Agreement to its shareholders for majority consent, in accordance with Nevada law. OI shall use its best efforts to receive such consents on or before December 9, 2008, or as soon thereafter as practical.

(d) CC is not required under Nevada corporate law to submit this Agreement and the Exchange Agreement to its shareholders for approval.

(e) Following the approval of the Exchange by the stockholders of OI, and upon execution of the Exchange Agreement by the officers of CC and OI, a certificate of Exchange containing the information required by Nevada corporate law shall be filed with the Nevada Secretary of State.

2. Closing

(a) 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 13 and 14 hereof have been satisfied or, to the extent permitted in paragraph 15 hereof, their satisfaction has been waived. CC and OI will use their best efforts to obtain the approvals specified in paragraph 7 hereof and any other of the consents, waivers or approvals necessary or desirable to accomplish the transactions contemplated by this Agreement and the Exchange Agreement. 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 December 12, 2008, and if it is delayed beyond said date the either party shall have the right to terminate this Agreement upon notice to that effect.

(b) At the Closing, CC and OI shall jointly direct that the Certificate of Exchange be duly filed, and it shall in accordance with such direction be filed, in Nevada so that the Exchange shall be effective as soon after the Closing Date as possible.

3. Investigation by the Parties

CC and OI each may, prior to the Closing Date, make or cause to be made such investigation of the properties of the other and its subsidiaries and of its financial and legal condition as the party making such investigation deems necessary or advisable to familiarize itself with such properties and other matters, provided, that such investigation shall not interfere with normal operations. CC and OI each agrees to permit the other and its authorized agents or representatives to have, after the date of execution hereof, full access to its premises and to all of its books and records at reasonable hours, and its subsidiaries and officers will furnish the party making such investigation with such financial and operating data and other information with respect to the business and properties of it and its subsidiaries as the party making such investigation shall from time to time reasonably request. Each party further agrees that in the event that the transactions contemplated by this Agreement shall not be consummated, it and its officers, employees, accountants, attorneys, engineers and other representatives will not disclose or make available to any other person or use for any purpose unrelated to the consummation of this Agreement any information, whether written or oral, with respect to the other party and its subsidiaries or their business which it obtained pursuant to this Agreement. Such information shall remain the property of the party providing it and shall not be reproduced or copies without the consent of such party. In the event that the transactions contemplated by this Agreement shall not be consummated, all such written information shall be returned to the party providing it.

4. Shareholders Of OI

Prior to the Closing Date, OI agrees to obtain from each of its shareholders an agreement to the effect that: (a) such shareholder is acquiring the CC Common Stock to be received by him hereunder for his own account, not with a view toward distribution and through to a private placement by CC pursuant to Rule 506 of the Securities and Exchange Commission (the “SEC”); and (b) such shareholder will not sell any portion of his CC Common Stock for an indefinite period of time after the Closing Date.

5. State Securities Laws

CC and OI will each take such steps as may be necessary on their respective parts to comply with any state securities or so-called Blue Sky laws applicable to the action to be taken by them in connection with the Exchange and the delivery by CC to OI shareholders of the CC Common Stock pursuant to this Agreement and the Exchange Agreement.

6. 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 for money borrowed maturing in more than one year; (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) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to CC’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in CC’s present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel; (vii) no contract or commitment shall be entered into by or on behalf of CC and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) CC 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 CC and its suppliers, customers, regulatory agencies, and other having business relations with it; (ix) CC shall make no amendments or contributions to any profit sharing plan; and (x) 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 (which term shall, where applicable in this paragraph 6, also refer to the subsidiaries of OI specified in paragraph 11 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness exceeding $10,000 for money borrowed maturing in more than one year, except for the lease of capital equipment pursuant to leasing company commitments outstanding prior to the date of this Agreement; (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) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to OI’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in OI’s present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel, provided that nothing herein shall preclude, (1) the continuation of OI’s present practice of periodically reviewing the salaries of its personnel and granting normal increase in such salaries or compensation to such personnel, or (2) the hiring of new personnel at a salary or compensation deemed reasonable in the ordinary course of business; (vii) no contract or commitment shall be entered into by or on behalf of OI and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) 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; (ix) OI shall make no amendments or contributions to its profit sharing plan; and (x) 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.

7. Efforts to Obtain Approvals and Consents

In addition to CC and OI obtaining the requisite shareholder approval as described in paragraph 1 hereof, CC and OI will use all reasonable and proper efforts to obtain, where required, the approval and consent: (i) of any governmental authorities having jurisdiction over the transactions contemplated in this Agreement; and (ii) of such other persons whose consent is required to the transactions contemplated by this Agreement.

8. Cooperation Between Parties

CC and OI shall fully cooperate with each other and with their respective counsel and accountants in connection with any steps required to be taken as part of their obligations under this Agreement, including the preparation of financial statements and the supplying of information.

9. No Tax Ruling

CC and OI agree that they will not attempt to obtain ruling from the United States Internal Revenue Service to the effect that for Federal income tax purposes no gain or loss will be recognized to the holders of OI Capital Stock upon the receipt of CC Common Stock in exchange for their OI shares in accordance with the provisions of this Agreement and the Exchange Agreement.

10. 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 September 30, 2008 the capitalization of CC is as set forth in the financial statements filed with the SEC. 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, except for those shares issued in conformity with paragraph 6(a)(iii) above.

(c) The shares of CC Common Stock which are to be issued and delivered to the OI shareholders pursuant to the terms of this Agreement and the Exchange Agreement, when so issued and delivered, will be validly authorized and issued and will be fully paid and non-assessable. No stockholder of CC, or other person, will have any preemptive rights in respect to the CC Common stock.

(d) All of the September 30, 2008 financial statements filed with the SEC present fairly the financial condition of CC, at the periods indicated therein, and the results of its operations and changes in financial position for the year and periods then ended in conformity with generally accepted accounting principles applied on a consistent basis. CC has no material liabilities or commitments other than as listed or noted on the aforesaid financial statements, or as incurred in the ordinary course of business. Since September 30, 2008 to the date of this Agreement, there has been no material adverse change in the assets or liabilities or in the business or condition, financial or otherwise, of CC, except in the ordinary course of business or as contemplated by this Agreement. Nor has CC, except in the ordinary course of business or as contemplated by this Agreement, incurred any indebtedness for money borrowed. All tax returns and reports of CC required by law to be filed have been duly filed and all taxes, assessments and other governmental charges now due (other than any still payable without penalty) upon CC or upon any of its properties or assets. All amounts which have been reflected as liabilities on the books of CC in respect of taxes are considered adequate and CC does not know of any actual or proposed additional assessments in respect of taxes, against it.

(e) Except for changes resulting from the ordinary course of its business, CC, will on the Closing Date own, the full right, title and interest in and to all its property and assets (excluding property leased from others) in each case free and clear of all mortgages, liens, restrictions, charges and other encumbrances and defects of title (other than easements, rights of way, reservations and other conditions of title, encumbrances and defects of title which are not individually or in the aggregate materially adverse to the business of CC).

(f) Subsequent to September 30, 2008, 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 or authorized the creation or issuance of, or issued any additional shares of stock, or agreed to take any such action, except as expressly provided for in Paragraph 6(a)iii above this Agreement. CC will not take any such action during the period between the date hereof and the Closing Date.

(g) 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, except as set forth and described in a memorandum prepared by CC and previously furnished to OI. 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 except as set forth in said memorandum.

(h) There has not been, since September 30, 2008, 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.

(i) CC has adequate franchises, permits or operating rights without unusual restrictions to allow it to conduct the business in which it is presently engaged except in certain instances where in the reasonably exercised judgment of CC the lack of a current franchise, permit or operating right has no adverse effect on the conduct of such business.

(j) Except in each case as set forth in a memorandum prepared by CC and previously furnished to OI, as of the date of this Agreement CC is not a holder of or a party to any: (i) written or oral contract for employment of any officer or other person, (ii) contract with any labor union, (iii) bonus, pension, profit sharing, retirement, stock purchase, stock option, insurance, or similar plan or practice in effect with respect to its employees or other person, (iv) indenture of mortgage, debenture, indenture, loan or borrowing agreement, (v) bonding arrangement, including performance bond, (vi) continuing contract for future purchase, sale, lease or distribution of materials, services, supplied, products, or equipment involving annual payments in excess of $10,000, (vi) lease or other commitment for the rental of office space, storage or other facilities, (viii) contract or lease agreement for the acquisition or lease of motor vehicles, (ix) patent, patent application, patent right, patentable inventions, trademark, trademark registration and applications therefor, trade name, copyright, copyright registration and application therefor, patent license granted to or by CC and in force or contracts with employees or others relating in whole or in part to disclosure, assignment or patenting of any inventions, discoveries improvements, shop rights, processes, formulae or other know-how, presently owned or held, in whole or in part, by CC, (x) insurance policy covering its properties, buildings, machinery, equipment, furniture, fixtures or operations, or the life of any person, (xi) agreement between a present employee of CC and persons, firms or corporations other than CC relating in whole or in part to disclosure, assignment or patenting of inventions, discoveries, improvements, shop rights, processes, formulae or other know-how, including without limitation thereto, to the best knowledge of CC, agreements entered into by such employees prior to the time they became employees of CC, or (xii) material contract or commitment not made in the ordinary course of business.

(k) 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.

(l) This Agreement and the memoranda and documents furnished hereunder on behalf of CC do not contain any untrue statement of a material fact nor omit to state a material fact necessary to be stated in order to make the statements contained herein and therein not misleading; and there is no fact which materially adversely affects or in the future (so far as CC can now foresee) will materially adversely affect the business operations, affairs or condition of CC or any of the properties or assets which has not been set forth in this Agreement and other documents and papers furnished hereunder.

11. 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, except for those shares issued or to be issued in conformity with paragraph 6(b)(iii) above.

(c) Since September 30, 2008, there has been no material adverse change in the assets or liabilities or in the business or condition, financial or otherwise, of OI or its consolidated subsidiaries, and no change except in the ordinary course of business or as contemplated by this Agreement. All tax returns and reports of OI required by law to be filed have been duly filed, except for the fiscal year ending September 30, 2007, and all taxes, assessments and other governmental charges now due (other than any still payable without penalty) upon OI and its subsidiaries or upon any of their properties or assets have been paid. All amounts which have been reflected as liabilities on the books of OI and its subsidiaries in respect of taxes are considered adequate and OI does not know of any actual or proposed additional assessments in respect of taxes, against either it or its subsidiaries.

(d) Except for changes resulting from the ordinary course of its business and except for the mortgages, liens, restrictions, charges and other encumbrances set forth in a memorandum prepared by OI and previously furnished to CC, OI and its subsidiaries own, and will on the Closing Date own, the full right, title and interest in and to all their property and assets (excluding property leased from others) in each case free and clear of all mortgages, liens, restrictions, charges and other encumbrances and defects of title (other than easements, rights of way, reservations and other conditions of title, encumbrances and defects of title which are not individually or in the aggregate materially adverse to the business of OI and its subsidiaries).

(e) Subsequent to September 30, 2008, 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 or authorized the creation or issuance of, or issued any additional shares of stock, or agreed to take any such action, except as expressly provided for in this Agreement. OI will not take any such action during the period between the date hereof and the Closing Date except as provided herein.

(f) Neither OI nor any of its subsidiaries is engaged in or a party to, or to the knowledge of OI threatened with, any material legal action or other proceeding before court or administrative agency except as set forth in a memorandum prepared by OI and previously furnished to CC. Neither OI nor any of its subsidiaries, to the knowledge of OI, has been charged with, or is under investigation with respect 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 except as set forth in said memorandum.

(g) There has not been, since September 30, 2008, 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 OI or its subsidiaries, except in the ordinary course of business.

(h) OI and its subsidiaries have adequate franchises, permits or operating rights without unusual restrictions to allow them to conduct the business in which they are presently engaged, except in certain instances where in the reasonably exercised judgment of OI the lack of a current franchise, permit or operating right has no adverse effect on the conduct of such business.

(i) Except in each case as set forth in a memorandum prepared by OI and previously furnished to CC, as of the date of this Agreement neither OI nor any of its subsidiaries is a holder of or a party to any written or oral (i) contract for employment of any officer or other person other than its officers and Directors, (ii) contract with any labor union, (iii) bonus, pension, profit sharing, retirement, stock purchase, stock option, insurance, or similar plan or practice in effect with respect to its employees or other persons, (iv) indenture of mortgage, debenture, indenture, loan or borrowing agreement, (v) bonding arrangement, including performance bond, (vi) continuing contract for future purchase, sales, lease or distribution of materials, services, supplies, products, or equipment involving annual payments in excess of $10,000, (vii) lease or other commitment for the rental of office space, storage or other facilities, (viii) contract or lease agreement for the acquisition or lease of motor vehicles, (ix) patent, patent application, patent right, patentable inventions, trademark, trademark registration and applications therefor, trade name, copyright, copyright registration and application therefor, patent license granted to or by OI or its subsidiaries and in force or contracts with employees or others relating in whole or in part to disclosure, assignment or patenting of any inventions, discoveries, improvements, shop rights, processes, formulae or other know-how, presently owned or held, in whole or in part, by OI or its subsidiaries, (x) insurance policy covering its properties, buildings machinery, equipment, and persons, firms or operations, or the life of any person, (xi) agreement between a present employee of OI and persons, firms or corporations other than OI relating in whole or in art to disclosure, assignment or patenting of inventions, discoveries, improvements, shop rights, processes, formulae or other know-how, including without limitation thereto, to the best knowledge of OI, agreements entered into by such employees prior to the time they became employees of OI, or (xii) material contract or commitment not made in the ordinary course of business.

(j) OI has the corporate power to enter into this Agreement, the execution and delivery and performance of this Agreement have been duly authorized by all requisite corporate action, and this Agreement constitutes the valid and binding obligation of OI.

(k) The execution and carrying out of this Agreement and compliance with the terms and provisions hereof by OI will not conflict with or result in any beach of any of them terms, conditions or provisions of, or constitute a default under, or result in the creation of, any lien, charge, or encumbrance upon any of the properties or assets of OI or any of its subsidiaries pursuant to any corporate charter, indenture, mortgage, agreement (other than that which is created by virtue of this Agreement) or other instrument to which OI or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or affected.

(l) This Agreement and the memoranda and documents furnished hereunder on behalf of OI do not contain any untrue statement of a material fact nor omit to state a material fact necessary to be stated in order to make the statements contained herein and therein not misleading; and there is no fact which materially adversely affects or in the future (so far as OI can now foresee) will materially adversely affect the business operations, affairs or condition of vitro or any of its subsidiaries or any of its or their properties or assets which has not been set forth in this Agreement or other documents and papers furnished hereunder.

12. Survival of Warranties

The representations and warranties made herein by CC and OI shall survive the Closing hereunder.

13. Conditions to the Obligations of CC

The obligations of CC hereunder are subject to the satisfaction on or before the Closing Date of the following conditions:

(a) This Agreement and the transactions contemplated hereby shall have been approved by a majority of the outstanding shares of OI Capital Stock and OI’s Board of Directors.

(b) Each shareholder of OI will have properly executed and delivered to CC the shareholder’s agreement described in paragraph 4 hereof.

(c) OI shall have delivered to CC audited financial statements as required by SEC Form 8-K for the fiscal years ending September 30, 2007 and 2008 (the “OI Financial Statements”).

(d) OI shall deliver to CC a certificate of OI’s President which states all of the OI Financial Statements present fairly the financial condition of OI, at the periods indicated therein, and the results of its operations and changes in financial position for the year and periods then ended in conformity with generally accepted accounting principles applied on a consistent basis and that OI has no material liabilities or commitments other than as listed or noted on the OI Financial Statements, or as incurred in the ordinary course of business.

(e) The representations and warranties of OI contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except for changes permitted by this Agreement or those incurred in the ordinary course of business, and CC shall have received from OI at the Closing a certificate, dated the Closing Date, of the President of OI to that effect.

(f) Each and all of the respective agreements of OI to be performed on or before the Closing Date pursuant to the terms hereof shall in all material respects have been duly performed and OI shall have delivered to CC a certificate dated the Closing Date, of the President of OI to that effect.

14. Conditions to the Obligations of OI

The obligations of OI hereunder are subject to the satisfaction on or before the Closing Date of the following conditions:

(a) This Agreement and the transactions contemplated hereby shall have been approved by a majority of the outstanding shares of CC Common Stock and CC’s Board of Directors.

(b) All the terms and covenants of this Agreement to be complied with or performed by CC shall have been fully complied with and performed.

(c) All representations and warranties of CC contained in this Agreement shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and CC shall have delivered to OI a certificate dated the Closing Date of the President of CC to that effect.

(d) The necessary approvals described in paragraph 7 hereof shall have been granted.

15. Termination and Modification Rights

(a) This Agreement (except for the last three sentences of paragraph 3 hereof) may be terminated at any time prior to the Closing Date by (1) mutual consent of the parties hereto authorized by their respective Boards of Directors or (2) upon written notice to the other party, by either party upon authorization of its Board of Directors:

(i) if in its reasonably exercised judgment there shall have occurred a material adverse change in the financial condition or business of the other party or the other party shall have suffered a material loss or damage to any of its property or assets, which change, loss or damage materially affects or impairs the ability of the other party to conduct its business, or if any previously undisclosed condition which materially adversely affects the earning power or assets of either party comes to the attention of the other party;

(ii) if the terms, covenants or conditions of this Agreement to be complied with or performed by one of the other parties at or before the Closing Date shall not have been materially complied with or performed at the time required for such compliance or performance and such noncompliance or nonperformance shall not have been waived by the party giving notice of termination; and

(iii) if any action or proceeding shall have been instituted or threatened before a court or other governmental body or by any public authority to restrain or prohibit the transaction contemplated by this Agreement or if the consummation of such transactions would subject either of such parties to liability for breach of any law or regulation.

(b) As provided in paragraph 2(a), this Agreement may be terminated by either party upon notice to the other in the event the Closing shall not be held by December 12, 2008.

(c) Any term or condition of this Agreement may be waived at any time by the party hereto which is entitled to the benefit thereof, by action taken by the Board of Directors of such party; and any such term or condition may be amended at any time, by an agreement in writing executed by the chairman of the Board or the President of each of the parties pursuant to authorization by the respective Boards of Directors; provided however, that no amendment of any principal term of the Exchange shall be effected after approval of this Agreement by the shareholders of OI, unless such amendment is approved by such shareholders in accordance with the respective state corporation law.

16. Expenses

In the event this Agreement is terminated without consummation at the Closing, CC and OI shall each pay all of its respective expenses incurred for the purpose of carrying this Agreement into effect, except that each party hereto, in addition to its own expenses, shall pay all of the non-breaching party’s reasonable out-of-pocket expenses if termination is caused by a breach of any representation or warranty made in this Agreement or a default by said party in performance of any obligation hereunder.

17. Finders

Each of the parties represents that no broker, agent, finder or similar person has been retained or paid and that no brokerage fee or other commission has been agreed to be paid for or on account of this Agreement.

18. Governing Law And Venue

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona, United States of America. The parties hereby expressly agree that the proper venue for any claim or cause of action by the parties shall be Superior Court for Maricopa County, Arizona and the each party upon execution of this Agreement consents to the service of process from such court.

19. Notices

Any notices or other communications required or permitted hereunder shall be sufficiently given if sent by certified mail, postage prepaid, addressed as follows:

CYTTA Corp.

602 12th Ave. SW

Suite 640

Calgary, AB T2R 1J3

Ophthalmic International, Inc.

16857 E. Saguaro Boulevard

Fountain Hills, AZ 85268

20. Binding Nature and Assignment

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, but it may not be assigned by any party without the consent of the other.

21. Assignment

Rights and obligations of a party to this Agreement may not be assigned or transferred without the other party’s prior written consent thereto.

22. Modification

No modification or amendment of this Agreement shall be valid unless it is in writing and signed by both parties hereto.

23. Complete Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings between the parties.

24. Waiver

The waiver by either party of a breach of any term of this Agreement shall not operate as, or be construed as, a waiver of any subsequent breach.

25. Headings

The headings in this Agreement are inserted for convenience only and shall not be considered in interpreting the provisions hereof.

26. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto by their respective officers thereunto duly authorized by a majority of their directors as of the date first above written.

	CYTTA CORP.

	By:	/s/ Robert Gosine
		Robert Gosine, President

	OPHTHALMIC INTERNATIONAL, INC.

	By:	/s/ G. Richard Smith
		G. Richard Smith, President

EXHIBIT A

AGREEMENT OF EXCHANGE

CYTTA CORP.

AND

OPHTHALMIC INTERNATIONAL, INC.

AGREEMENT OF EXCHANGE made as of the 5th of December 2008, by and between CYTTA Corp., a Nevada corporation (herein “CC”), and Ophthalmic International, Inc., a Nevada corporation (herein “OI”). CC and OI are sometimes hereinafter collectively referred to as the “Constituent Corporations”.

RECITALS:

CC is a Nevada corporation with authorized capital stock consists of 400,000,000 shares of common stock, $.001 par value (the “CC Common Stock”), of which 24,200,000 shares of CC Common Stock were issued and outstanding as of December 5, 2008 and no shares of CC Common Stock were reserved for issuance upon exercise of any outstanding common stock purchase warrants or options, and 100,000,000 shares of preferred stock, $.001 par value the “CC Preferred Stock”), of which 0 shares of CC Preferred Stock were issued and outstanding as of December 5, 2008 and no shares of CC Preferred Stock were reserved for issuance upon exercise of any outstanding preferred stock purchase warrants or options.

OI is a Nevada corporation with authorized capital stock consists of 1,000,000 shares of common stock, $.001 par value (the “OI Common Stock”) of which 100,000 shares of OI Common Stock were issued and outstanding as of December 5, 2008 and no shares of OI Common Stock were reserved for issuance upon exercise of any outstanding common stock purchase warrants or options.

CC and OI have entered into an Agreement of Share Exchange and Plan of Reorganization dated December 5, 2008 (the “Reorganization Agreement”) setting forth certain representations, warranties, agreements and conditions in connection with the exchange provided for herein.

The respective Board of Directors of CC and OI have, by resolution, duly approved the execution of and the transaction contemplated by the Reorganization Agreement and this Agreement of Exchange and directed that they be submitted to the shareholders of OI for adoption and approval.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto have agreed and do hereby agree, subject to the terms and conditions hereinafter set forth, as follows:

EXCHANGE

1.1 In accordance with the provisions of this Agreement and Section 1(a) of Reorganization Agreement, the One Hundred Thousand (100,000) shares of OI Common Stock outstanding as the Effective Date of the Exchange shall be exchanged for Fifty-Six Million (56,000,000) shares of CC Common Stock to be issued upon the Effective Date of the Exchange. CC shall be and is herein sometimes referred to as the “Acquiring Corporation”.

1.2 Upon the Effective Date of the Exchange (as defined in Article III hereof) OI: (i) shall become a wholly-owned subsidiary of CC, (ii) shall continue to possess all of its rights and property as constituted immediately prior to the Effective Date of the Exchange, and (iii) shall continue subject to all of its debts and liabilities as the same shall have existed immediately prior to the Effective Date of the Exchange. All rights of creditors and all liens upon the property of each of the Constituent Corporations shall be preserved unimpaired.

1.3 CC hereby agrees that at and after the time when the Exchange shall become effective and as and when required by the provisions of the Reorganization Agreement, CC will issue certificates representing that number of shares of common stock, $.001 par value, of CC (collectively, the “Exchange Shares”) for which shares of OI Common Stock issued and outstanding immediately prior to the Effective Date of the Exchange will, as of the Effective Date of the Exchange and by virtue of the Exchange, be exchanged as hereinafter provided.

1.4 The Exchange shall not become effective until the following actions shall have been completed: (i) this Agreement of Exchange shall have been adopted and approved by majority consent of the shareholders of OI in accordance with the requirements of Nevada corporate law; and (ii) all of the other conditions precedent to the consummation of the Exchange specified in the Reorganization Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof.

EXCHANGE OF SHARES

The manner and basis of exchanging shares of OI Common Stock for the Exchange Shares and the exchange of certificates therefore, shall be as follows:

2.1 Each one (1.0) share of OI Common Stock which shall be issued and outstanding immediately prior to the Effective Date of the Exchange shall, by virtue of the Exchange and without any action on the part of the holder thereof other than that set forth in the Reorganization Agreement, be exchanged at the Effective Date of the Exchange into Five Hundred Sixty (560) shares of the Exchange Shares, as described in Exhibit 1 to this Agreement where the individual shareholders of OI are listed with their number of OI Common Stock shares and the number of CC Common Stock shares they are to receive in the Exchange. If between the date hereof and the Effective Date of the Exchange, CC or OI shall either effect any reclassification, recapitalization, subdivision, combination or exchange of shares, in respect of their respective outstanding common stock, or a stock dividend thereon shall be declared with a record date within said period, the per share amounts of the Exchange Shares to be issued and delivered as provided in this Agreement shall be appropriately adjusted.

2.2 After the Effective Date of the Exchange certificates evidencing outstanding shares of OI Common Stock shall evidence the right of the holder thereof to receive certificates for shares of the Exchange Shares at the applicable rate as aforesaid. Each holder of OI Common Stock, upon surrender of the certificate or certificates, which prior thereto represented shares of OI Common Stock, to CC’s stock transfer agent, which shall act as the exchange agent (the “Exchange Agent”) for such shareholder to effect the exchange of certificates on their behalf, shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of whole shares of the Exchange Shares into which the shares of OI Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged as aforesaid. Until so surrendered, each such outstanding certificate for shares of OI Common Stock shall be deemed for all corporate purposes, including voting rights, subject to the future provisions of this Article II, to evidence the ownership of the shares of the Exchange Shares into which such shares have been so exchanged. No dividends or distributions will be paid to persons entitled to receive certificates for shares of the Exchange Shares pursuant hereto until such persons shall have surrendered their certificates which prior to the Effective Date of the Exchange represented shares of OI Common Stock; but there shall be paid to the record holder of each such certificate, with respect to the number of whole shares of the Exchange Shares issued in exchange therefore (i) upon such surrender,the amount of any dividends or distributions with a record date subsequent to the Effective Date of the Exchange and prior to surrender which shall have become payable thereon since the Effective Date of the Exchange, without interest, and (ii) after such surrender, the amount of any dividends thereon with a record date subsequent to the Effective Date of the Exchange and prior to surrender and the payment date of which shall be subsequent to surrender; such amount to be paid on such payment date.

2.3 No certificate representing a fraction of a share of the Exchange Shares will be issued and no right to vote or receive any distribution or any other right of a shareholder shall attach to any fractional interest in a share of the Exchange Shares to which any holder of shares of OI Common Stock would otherwise be entitled hereunder. In lieu thereof, each holder of shares of OI Common Stock entitled to a fraction of a share of the Exchange Shares shall receive one whole share of CC Common Stock if the fraction of a share is equal to or greater than one-half share (.50); otherwise, the holder of the fraction of a share shall receive no additional share.

2.4 If any certificate for shares of the Exchange Shares is to be issued in a name other than that in which the certificate surrendered in exchange therefore is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise be in proper form for transfer and that the person requesting such exchange pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of a certificate for shares of the Exchange Shares in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

2.5 At the Effective Date of the Exchange, all shares of OI Common Stock which shall then be held in its treasury, if any, shall cease to exist, and all certificates representing such shares shall be canceled.

III

EFFECTIVE DATE OF EXCHANGE; ABANDONMENT OF EXCHANGE

3.1 Subject to the provisions of this Article III, this Agreement shall be submitted to the shareholders of OI as provided in the Reorganization Agreement. If adopted and approved by the vote of the shareholders of each of the Constituent Corporations, if required by statute, and if all of the conditions precedent to the consummation of the Exchange specified in the Reorganization Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof, then unless terminated as provided in this Article III, the Exchange Certificate shall be filed with Nevada. The Effective Date of the Exchange is the date upon which a duly executed copy of the Exchange Certificate is filed with the appropriate office in Nevada. The date when the Exchange shall become effective as aforesaid is herein called the “Effective Date of the Exchange”

3.2 This Agreement of Exchange may be terminated and the proposed Exchange abandoned at any time prior to the Effective Date of the Exchange, and whether before or after approval of this Agreement of Exchange by the Board of Directors or shareholders of either of the Constituent Corporations, in the manner provided in the Reorganization Agreement.

MISCELLANEOUS

4.1 For the convenience of the parties hereto and to facilitate the filing of this Agreement of Exchange, any number of counterparts hereof may be executed; and each such counterpart shall be deemed to be an original instrument.

4.2 At any time prior to the Effective Date of the Exchange the parties hereto may, by written agreement, (a) extend the time for the performance of any of the obligations or other acts of the parties hereto, (b) waive (in the manner specified in Paragraph 16 of the Reorganization Agreement) any breach or inaccuracy in the representations and warranties contained in this Agreement of Exchange or in the Reorganization Agreement or in any document delivered pursuant thereto, or (c) waive (in the manner specified in Paragraph 15 of the Reorganization Agreement) compliance with any of the covenants, conditions or agreements contained in this Agreement of Exchange or in the Reorganization Agreement.

4.3 The corporation parties to this Agreement are also parties to the Reorganization Agreement. The two agreements are intended to be construed together in order to effectuate their purposes, and said agreements are intended as a plan or reorganization within the meaning of Section 368 of the Internal Revenue Code of 1954, as amended.

IN WITNESS WHEREOF, each of the undersigned corporations has caused this Agreement of Exchange to be signed in its corporate name by its duly authorized officers and its corporate seal to be affixed hereto, all as of the date first above written.

	CYTTA CORP.

	By:	/s/ Robert Gosine
		President

	OPHTHALMIC INTERNATIONAL, INC.

	By:	/s/ G. Richard Smith
		President

EXHIBIT 1

LIST OF SHAREHOLDERS

NAME	OI SHARES		CC SHARES

G. Richard Smith		85,000		47,600,000

Jeffery Smith		5,000		2,800,000

John Sharkey		5,000		2,800,000

Victor Webb and Madeline Olsen		5,000		2,800,000

Total		100,000		56,000,000