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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 o
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