EXHIBIT 2.3
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WAIVER TO
AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN
SEMOTUS SOLUTIONS, INC. AND CITYTALK, INC.
This WAIVER is to waive certain terms and conditions to that Agreement and Plan
of Reorganization by and between SEMOTUS SOLUTIONS, INC. ("SEMOTUS") and
CITYTALK, INC. dated November 10, 2006, as amended (the "Agreement").
Citytalk hereby agrees to waive the following provisions to the Agreement as
hereinafter provided, effective as of May 7, 2007.
Section 5.4 is hereby waived by Citytalk, so that (i) Semotus may issue stock
to third parties as needed to support its ongoing operations, and so
that (ii) Semotus may sell or discontinue its wireless financial data
services technology platform, the Global Market Pro, Equity Market Pro
and Futures Market Pro wireless software and services, and all the
related intellectual property rights to such technology, software and
services, as well as the customer base and all associated customer and
data feed agreements related to Semotus' wireless financial software
and services business.
Except as herein modified, all the terms and conditions of the above referenced
Agreement, Schedules, Exhibits and Amendments shall remain in full force and
effect. In the event of any conflict between the Waiver and the Agreement, the
provisions of this Waiver 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 Waiver 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.
BY: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
NAME: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
TITLE: CEO
DATE: MAY 7, 2007