EXHIBIT 2.1
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FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN
SEMOTUS SOLUTIONS, INC.
AND
CITYTALK, INC.
This FIRST AMENDMENT is to modify certain terms and conditions to that certain
Agreement and Plan of Reorganization (the "Agreement") by and between SEMOTUS
SOLUTIONS, INC. ("SEMOTUS") and CITYTALK, INC. dated November 10, 2006.
The parties hereto agree to amend the following terms to the Agreement as
hereinafter provided, effective as of January 3, 2007.
Section 2.3 Amendment to Articles of Incorporation. The Articles of
Incorporation of Semotus shall be amended prior to the Closing to increase the
number of authorized common shares from 150,000,000 common shares to
1,500,000,000 common shares
5.1 (a) conclude the financing arrangements, so that an agreement to invest at
least sixty million dollars ($60,000,000) into the Surviving Corporation is duly
authorized, executed and delivered within NINETY days after the execution of
this Agreement, and will be valid, legally binding and enforceable against THE
INVESTORS, concurrent upon the Closing
7.1(e) by either Semotus or Citytalk, if the Merger shall not have been
consummated on or before MARCH 31, 2007, provided that the right to
terminate this Agreement pursuant to this clause (a) (ii) shall not be
available to any party whose failure to perform any of its obligations
under this Agreement resulted in, or has been the cause of a or a
substantial cause of, the failure of the Merger to be consummated on or
before such date, and provider further that if the Merger has not been
consummated on or before MARCH 31, 2007 solely or primarily as a result
of the failure of the conditions set forth in Sections 6.1(e) or 6.2(f)
to be satisfied or waived, any party, by written notice to each other
party, may extend such date up to MAY 1, 2007.
Except as herein modified, all the terms and conditions of the above referenced
Agreement, Schedules and Exhibits shall remain in full force and effect. In the
event of any conflict between the Amendment and the Agreement, the provisions of
this Amendment shall prevail.
The parties hereby agree that signatures transmitted and received via facsimile
or other electronic means shall be treated for all purposes of this Addendum as
original signatures and shall be deemed valid, binding and enforceable by and
against both parties.
BOTH PARTIES HERETO REPRESENT THAT THEY HAVE READ THIS AMENDMENT, UNDERSTAND IT,
AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS STATED HEREIN, AND ACKNOWLEDGE
RECEIPT OF A SIGNED, TRUE AND EXACT COPY OF THIS AMENDMENT.
IN WITNESS WHEREOF, the parties hereto have agreed to amend the terms and
conditions of the Amendment on the day, month and year first written above.
CITYTALK, INC. SEMOTUS SOLUTIONS, INC.
BY: /S/ XXXXX XXXXXXXX BY: /S/ XXXXXXX X. XXXXXX
NAME: XXXXX XXXXXXXX NAME: XXXXXXX X. XXXXXX
TITLE: PRESIDENT TITLE: CHIEF EXECUTIVE OFFICER
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