EXHIBIT 10.1
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AMENDMENT 4
To the Agreement
BETWEEN SEMOTUS SOLUTIONS, INC. AND BATHGATE CAPITAL PARTNERS, LLC
This Amendment is entered into this 27th day of October, 2006, and modifies the
Agreement by and among Semotus Solutions, Inc. (the "Company") and Bathgate
Capital Partners, LLC ("Bathgate") dated May 27, 2004 as amended (the
"Agreement").
WHEREAS, the Parties desire to amend the Agreement as set forth below:
"Contingent Fee. If, during the Engagement Period or the Tail Period you enter
into a reverse merger with ClearTalk or an affiliate of Cleartalk, you shall pay
Bathgate (the "Holder") an additional fee consisting of ONE HUNDRED FIFTY
THOUSAND DOLLARS ($150,000) AND TWO MILLION (2,000,000) SHARES OF THE COMPANY'S
RESTRICTED COMMON STOCK (THE "SHARES") WITH CERTAIN PIGGYBACK REGISTRATION
RIGHTS, SET FORTH AS FOLLOWS:
If (but without any obligation to do so) Company proposes to register any of the
Shares on a registration statement (other than a registration relating solely to
the sale of securities to participants in a Company stock plan, a registration
relating to a corporate reorganization or other transaction under Rule 145 of
the Act, a registration on any form that does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Shares, a registration in which the only Shares being
registered are Shares issuable upon conversion of debt securities that are also
being registered, or if a party holding the securities so being registered
advises the Company in writing that the Shares proposed to be included in the
registration statement will have an adverse effect on its ability to
successfully conclude the transaction), Company shall, at such time, promptly
give the Holder written notice of such registration. Upon the written request of
the Holder given within ten (10) days after mailing of such notice by Company,
Company shall, subject to the final approval of the other holder(s) of
securities (including the underwriter, if applicable) intended to be included on
such registration statement, use all reasonable efforts to cause to be
registered under the Act all of the Shares that the Holder has requested to be
registered. If and when the registration statement does become effective, the
Holder may sell 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 Amendment(s)
remain in full effect, unless specifically modified by the terms 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:
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SEMOTUS SOLUTIONS, INC. BATHGATE CAPITAL PARTNERS, LLC
BY: /S/ XXXXXXX XXXXXX BY: /S/ XXXXX XXXXXX
NAME: XXXXXXX XXXXXX NAME: XXXXX XXXXXX
TITLE: CEO TITLE: SR. MANAGING PARTNER
Date: 11/03/06 Date: 11/3/06
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