Notice of Exercise of Option under Stock Purchase Agreement by 2007978 Ontario, Inc. and Semotus Solutions, Inc.

Summary

2007978 Ontario, Inc. notifies Semotus Solutions, Inc. of its decision to exercise an option to purchase the remaining 51% of shares in Application Design Associates, Inc. (ADA), as allowed under a Stock Purchase Agreement dated January 18, 2002, and amended on later dates. The purchase will be completed by July 1, 2003, and the shares will be transferred free of any encumbrances. This notice formalizes the Purchaser's intent and sets a closing deadline for the transaction.

EX-2.2 3 exh2-2_11910.txt NOTICE OF EXERCISE OF OPTION April 24, 2003 SENT VIA FACSIMILE AND COURIER Semotus Solutions, Inc. 16400 Lark Ave., Suite 230 Los Gatos, California 95032 Attention: Tony LaPine Dear Tony, Re: NOTICE OF EXERCISE OF OPTION PURSUANT TO STOCK PURCHASE AGREEMENT AMONG APPLICATION DESIGN ASSOCIATES, INC. ("ADA"), SEMOTUS SOLUTIONS, INC. ("SEMOTUS"), JOHN HIBBEN AND ###-###-#### ONTARIO, INC. (THE "PURCHASER") DATED JANUARY 18, 2002 AS AMENDED FEBRUARY 15, 2002 AND AS FURTHER AMENDED FEBRUARY 28, 2003 (THE "STOCK PURCHASE AGREEMENT"). Pursuant to Section 1.2 of the Stock Purchase Agreement, the Purchaser hereby exercises its option to purchase from Semotus all of the remaining outstanding shares of ADA (being 51% of the issued and outstanding stock of ADA) (the "Option Shares") free and clear of all Encumbrances (as such term is defined in the Stock Purchase Agreement). The Purchaser hereby confirms that the closing of the purchase of the Option Shares shall be completed no later than July 1, 2003. Yours truly, 2007978 Ontario, Inc. /s/ Ted Hastings - ---------------------- Ted Hastings