0001127074-04-000008 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 12th, 2004 • Semotus Solutions Inc • Services-business services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 14, 2004 (this "Agreement"), is made by and between SEMOTUS SOLUTIONS, INC., a Nevada corporation, with headquarters located at 16400 Lark Avenue, Suite 230, Los Gatos, CA 95032 (the "Company"), and each entity named on a signature page hereto (each, an "Investor"), (each agreement with an Investor being deemed a separate and independent agreement between the Company and such Investor, except that each Investor acknowledges and consents to the rights granted to each other Investor under such agreement).

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COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • February 12th, 2004 • Semotus Solutions Inc • Services-business services, nec • Nevada

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is dated as of January 14,2004 (this "Purchase Agreement" or "Agreement"), by and between SEMOTUS SOLUTIONS, INC., a Nevada corporation, having its principal place of business located at 16400 Lark Avenue, Suite 230, Los Gatos, CA 95032 (the "Company"), and each of the Investors listed on Annex A hereto (the "Investor", and collectively the "Investors").

Contract
Common Stock Purchase Warrant • February 12th, 2004 • Semotus Solutions Inc • Services-business services, nec

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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