EXHIBIT 99.3
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AMENDMENT 1
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TO THE AGREEMENT
BETWEEN SEMOTUS SOLUTIONS, INC. AND BATHGATE CAPITAL PARTNERS, LLC
This Amendment, entered into this 16th day of March, 2005, modifies the
Agreement by and among Semotus Solutions, Inc. (the "Company") and Bathgate
Capital Partners, LLC ("Bathgate") dated May 27, 2004 (the "Agreement").
WHEREAS, the Parties desire to amend the Agreement as set forth below, for the
purposes of the Business Combination with Expand Beyond Corporation.
NOW THEREFORE, for good and valuable consideration, in consideration of the
mutual covenants and conditions set forth herein, and with the intent to be
legally bound hereby, the Company and Bathgate agree to amend the Agreement for
the purposes of the Business Combination with Expand Beyond Corporation as
follows:
Section 1(d) of the Agreement is amended so that "ten trading days" is deleted
and replaced with "thirty trading days".
The second sentence of Section 4(c) of the Agreement is deleted in its entirety
and replaced with the following language: "Payment for the Expand Beyond
Business Combination will be as follows: The first ten thousand dollars
($10,000) of such fee shall be paid in cash, and any remaining fee will be paid
in restricted common stock at one hundred and twenty percent (120%) of the value
of the remaining fee. By no later than July 30, 2005, Parent shall prepare and
file with the Securities and Exchange Commission a registration statement on
Form S-3 (the "S-3") containing a form of prospectus (as amended or
supplemented, if applicable) registering under the Securities Act of 1933, as
amended, the restricted common stock issued to Bathgate hereunder. If and when
the S-3 does become effective, Bathgate may sell, on a pro rata basis, an amount
of shares not to exceed the daily average trading volume of the Company's common
stock in the prior month, per week."
All of the terms and conditions of the original Agreement and Schedules remain
in full effect, unless specifically modified by the terms herein, and any
reference to Schedule A in the original Agreement, refers to the new Schedule A
as set forth herein.
Fax Signatures. The parties hereby agree that signatures transmitted and
received via facsimile or other electronic means shall be treated for all
purposes of this Addendum, and any future Addendums or Amendments, 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 hereby execute this Amendment by their
duly authorized representatives on the dates set forth below.
AGREED TO:
SEMOTUS SOLUTIONS, INC. BATHGATE CAPITAL PARTNERS, LLC
BY: /S/ XXXX XXXXXX BY: /S/ XXXXX XXXXXX
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NAME: XXXX XXXXXX NAME: XXXXX XXXXXX
TITLE: GENERAL COUNSEL TITLE: SENIOR MANAGING PARTNER
DATE: 3/16/05 DATE: 3/16/05
