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EXHIBIT 2.2
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TRANSITION SERVICES AGREEMENT
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This TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of
May
8, 2007, by and between Semotus Solutions Inc., a Nevada
corporation
("Semotus"), and Stockgroup Systems Ltd., a Nevada corporation
("Stockgroup").
Terms used but not otherwise defined herein, shall have the meaning
ascribed
such terms in the Purchase Agreement, as defined below.
WITNESSETH:
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WHEREAS, pursuant to that certain Asset Purchase Agreement, dated
as of
May 8, 2007, by and among Stockgroup and Semotus relating to the
purchase and
sale of certain assets of Semotus (the "Purchase Agreement"),
Semotus has agreed
to sell, convey, transfer, assign and deliver to Stockgroup, and
Stockgroup has
agreed to acquire certain assets and to assume the Assumed
Liabilities from
Semotus, in each case relating exclusively to the Vendor's
Financial Data
Business, which the parties agree will be achieved pursuant to (i)
the purchase
and sale of the Assets, and (ii) the assumption of the Assumed
Liabilities, all
on the terms and subject to the conditions set forth in the
Purchase Agreement;
and
WHEREAS, in connection therewith, Stockgroup and Semotus desire
that
Semotus provide Stockgroup with certain transition services upon
the terms and
provisions and subject to the conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing promises and
the
covenants and agreements set forth herein, Stockgroup and Semotus
agrees as
follows:
1. Transition Services. During the Transition Period (as defined
in
Section 5), upon the request of Stockgroup, Semotus agrees to
provide, or cause
its Affiliates to provide, to Stockgroup from the date of this
Agreement for the
period of time described on Annex A attached hereto with respect to
each of the
services, the services set forth on Annex A. Such services shall be
provided
under the terms and at the prices set forth on Annex A. Semotus'
obligation to
deliver any service is conditioned upon Semotus obtaining the
consent, where
necessary, of any relevant third party provider. Semotus shall use
its
commercially reasonable efforts, and Stockgroup and Semotus shall
cooperate
fully with Semotus in all respects, to obtain any consents that may
be required
from such licensors in order to provide any of the services
hereunder.
Additionally, during the Transition Period, Stockgroup agrees to
provide to
Semotus certain transition services to be performed by the
Transferred Employees
as further described on Annex A, IT Services, Item Number 6.
2. Billing and Payment. In accordance with the provisions of
this
Agreement, Stockgroup shall promptly pay for the actual costs
including overhead
and profit of all services provided under or pursuant to this
Agreement as set
forth in the invoices that it receives from Semotus or its
Affiliates. Such
charges shall be billed at the end of each calendar month during
the Transition
Period. All invoices shall be paid by check in accordance with the
instructions
provided by Semotus in writing to Stockgroup not later than thirty
(30) days
following receipt by
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Stockgroup of Semotus' invoice. Upon Stockgroup's request, Semotus
shall provide
Stockgroup with supporting information for such bills and
invoices.
3. General Intent. Semotus shall use commercially reasonable
efforts to
provide the transition services which are set forth on Annex A and
such other
transition assistance as the parties may otherwise agree during the
Transition
Period. Stockgroup and its Affiliates agree to use their respective
commercially
reasonable efforts to terminate their need to use such assistance
as soon as
reasonably possible and (unless the parties otherwise agree) in all
events to
terminate such need with respect to each service specified in Annex
A not later
than the end of the period specified in Annex A for the provision
of each such
service.
4. Validity of Documents. The parties hereto shall be entitled to
rely
upon the genuineness, validity or truthfulness of any document,
instrument or
other writing presented in connection with the Agreement unless
such document,
instrument or other writing appears on its face to be fraudulent,
false or
forged.
5. Term of Agreement. The term of this Agreement shall commence on
the
date hereof and shall continue (unless sooner terminated pursuant
to the terms
hereof) for a period of ninety (90) days (such period the
"Transition Period,"
or such other period as may be specified in Annex A with respect to
particular
services described in Annex A.) Stockgroup has the option to renew
the agreement
for a period extending up to October 31, 2007. Upon termination of
this
Agreement, all rights and obligation of each party, other than
those set forth
in Sections 8 and 11 of this Agreement and other than any payments
by Stockgroup
for services provided through the date of termination shall cease
as of the
effective date of such termination, and any such unpaid amounts
owed by
Stockgroup shall be paid in accordance with the payment provisions
of Section 2.
6. Partial Termination. Any and all of the services provided by
Semotus
and its Affiliates hereunder, except for Items 5 and 6 under I.T.
Services in
Annex A, are terminable earlier than the period specified in Annex
A by
Stockgroup only upon thirty (30) days prior written notice to
Semotus. Any such
termination shall be final.
7. Assignment. This Agreement shall not be assignable in whole or
in
part by Semotus without the prior written consent of Stockgroup.
Either Party
may assign, sell, delegate or otherwise transfer this Agreement or
any of its
rights and obligations hereunder as part of a merger,
consolidation, corporate
reorganization, joint venture, lease, sale of all or a portion of
its assets,
sale of stock or similar event; provided that in connection with
any such
transaction (a) the resulting, surviving or transferee Person (any
such Person,
a "Successor Company") by operation of law, becomes, without more,
bound by the
terms and provisions of this Agreement or, if not so bound, the
Successor
Company expressly assumes the rights and obligations of the
assigning Party
under this Agreement which are being transferred to such Successor
Company, and
(b) A Party shall notify the other Party, in writing, promptly (and
in no event
more than ten (10) days) after any such assignment, sale,
delegation or
transfer.
8. Confidentiality. Each party hereto agrees to hold, and use its
best
efforts to cause its officers, directors, employees, accountants,
counsel,
consultants, advisors and agents to hold, in confidence, unless
compelled to
disclose by judicial or administrative process or by other
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requirements of law, all confidential documents and information
concerning this
Agreement and any services provided hereunder, provided, however,
that to the
extent that any of them may become so legally compelled, they may
only disclose
such information if they shall first have used best efforts to,
and, if
practicable, shall have afforded the other party the opportunity
to, obtain an
appropriate protective order or other satisfactory assurance of
confidential
treatment for the information required to be disclosed. If this
Agreement is
terminated, Semotus will, and will use commercially reasonable
efforts to cause
their respective officers, directors, employees, accountants,
counsel,
consultants, advisors and agents to, destroy or deliver to
Stockgroup, upon
request, all documents and other materials, and all copies thereof,
obtained by
Semotus and its respective Affiliates or on their behalf from
Stockgroup or any
of its Affiliates in connection with this Agreement that are
subject to such
confidence.
9. Governing Law; Submission To Jurisdiction. This Agreement
shal
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