MOTR / - SEC-arkivering, Årsberetning, Fuldmagtserklæring

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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
April 9, 2013 8-K

Regulation FD Disclosure, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

8-K 1 d518632d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2013 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorp

April 9, 2013 EX-99.1

Motricity and Voltari Announce Completion of Reorganization Transaction

Exhibit 99.1 Motricity and Voltari Announce Completion of Reorganization Transaction New York, NY – April 9, 2013 – Voltari Corporation (“Voltari”) and Motricity, Inc. (“Motricity”) today announced the consummation of a Reorganization intended to protect the long-term value of Motricity’s substantial net operating loss carryforwards. Upon completion of the Reorganization, Motricity became a wholly

April 9, 2013 15-12B

- FORM 15

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34781 Motricity, Inc. (Exact name of registrant as specified in

April 1, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2013 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (Com

April 1, 2013 424B3

10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE The date of this prospectus supplement is April 1, 2013.

Prospectus Supplement No. 11 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-183487 10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE This Prospectus Supplement No. 11 (the “Prospectus Supplement”) amends our prospectus dated September 13, 2012, as previously supplemented (the “Prospectus”) related to 10,149,824 shares

March 29, 2013 DEF 14A

- DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

March 27, 2013 DEFM14A

- DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 26, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2013 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (Com

March 20, 2013 424B3

Prospectus - 424B3

Prospectus Supplement No. 10 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-183487 10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE This Prospectus Supplement No. 10 (the “Prospectus Supplement”) amends our prospectus dated September 13, 2012, as previously supplemented (the “Prospectus”) related to 10,149,824 shares

March 20, 2013 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2013 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (Com

March 18, 2013 PREM14A

- PREM14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use

March 14, 2013 CT ORDER

-

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March 12, 2013 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34

February 12, 2013 424B3

10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE

424B3 Table of Contents Prospectus Supplement No. 9 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-183487 10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE This Prospectus Supplement No. 9 (the “Prospectus Supplement”) amends our prospectus dated September 13, 2012, as previously supplemented (the “Prospectus”) related

February 11, 2013 RW

- RW

RW VIA EDGAR February 11, 2013 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

January 23, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2013 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (C

January 23, 2013 424B3

10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE

Prospectus Supplement No. 8 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-183487 10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE This Prospectus Supplement No. 8 (the “Prospectus Supplement”) amends our prospectus dated September 13, 2012, as previously supplemented (the “Prospectus”) related to 10,149,824 shares of

January 23, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2013 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (C

January 15, 2013 424B3

10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE

424B3 Prospectus Supplement No. 7 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-183487 10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE This Prospectus Supplement No. 7 (the “Prospectus Supplement”) amends our prospectus dated September 13, 2012, as previously supplemented (the “Prospectus”) related to 10,149,824 sha

January 8, 2013 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2013 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organiza

December 21, 2012 424B3

10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE

424(b)(3) Prospectus Supplement No. 6 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-183487 10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE This Prospectus Supplement No. 6 (the “Prospectus Supplement”) amends our prospectus dated September 13, 2012, as previously supplemented (the “Prospectus”) related to 10,149,824

December 21, 2012 8-K

Termination of a Material Definitive Agreement

8-K 1 d458390d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of In

December 19, 2012 425

Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (

December 19, 2012 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organi

December 17, 2012 S-4

- FORM S-4

Form S-4 Table of Contents As filed with the Securities and Exchange Commission on December 14, 2012 Registration No.

November 21, 2012 EX-99.1

Motricity Announces Executive Management Changes

EX-99.1 Exhibit 99.1 Motricity Announces Executive Management Changes Richard Stalzer to Serve as Chief Executive Officer, Nathan Fong as Chief Operating and Chief Financial Officer, Richard Sadowsky as Chief Administrative Officer and General Counsel BELLEVUE, Wash., Nov. 15, 2012 (GLOBE NEWSWIRE) — On November 15, 2012, Motricity, Inc. (Nasdaq:MOTR) and Jim Smith, the Interim Chief Executive Off

November 21, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organizatio

November 21, 2012 EX-10.1

Release Agreement

Exhibit 10.1 Release Agreement AGREEMENT entered into as of this 15th day of November 2012 (the “Agreement”) by and between Motricity, Inc., a Delaware corporation with its principal place of business at 601 108th Avenue NE, Suite 800, Bellevue, WA 98004 (the “Company”), and James R. Smith, Jr. (the “Employee”). RECITAL WHEREAS, the Employee and Company executed that certain Offer Letter Agreement

November 21, 2012 EX-10.3

November 13, 2012

Exhibit 10.3 November 13, 2012 PERSONAL AND CONFIDENTIAL Mr. Nathan Fong 208 Melbourne Road Great Neck, New York 11021 [email protected] Dear Nathan, Pursuant to your discussions with the Chairman of the Compensation Committee, this letter is intended to amend the terms of the Offer Letter, dated May 16, 2012, between you and the Company ( the “Offer Letter”). Except as otherwise provided herein

November 21, 2012 424B3

10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE

424B3 Prospectus Supplement No. 5 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-183487 10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE This Prospectus Supplement No. 5 (the “Prospectus Supplement”) amends our prospectus dated September 13, 2012, as previously supplemented (the “Prospectus”) related to 10,149,824 sha

November 21, 2012 EX-10.4

November 14, 2012

Exhibit 10.4 November 14, 2012 PERSONAL AND CONFIDENTIAL Mr. Richard Sadowsky 264 Water Street New York, New York 10038 Dear Richard, We are pleased to extend to you this permanent offer of employment with Motricity, Inc. (the “Company”), subject to the completion of reference and background check. This letter explains the details and terms of the employment offer. Position: Your position will be

November 21, 2012 EX-10.2

- EX-10.2

EX-10.2 Exhibit 10.2 November 12, 2012 PERSONAL AND CONFIDENTIAL Mr. Richard Stalzer 415 Greenwich Street New York, New York 10013 Dear Rich, Pursuant to your discussions with the Chairman of the Compensation Committee, this letter is intended to amend the terms of the Offer Letter, dated January 12, 2012 and the first amendment thereto, dated May 17, 2012, whereby you became employed by the Compa

November 14, 2012 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3478

November 14, 2012 424B3

10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE

Prospectus Supplement Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No.

November 8, 2012 10-Q

Quarterly Report - 2012 Q3 MOTRICITY

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3478

November 8, 2012 EX-10.1

- LIMITED WAIVER FROM HIGH RIVER LIMITED PARTNERSHIP, DATED SEPTEMBER 12, 2012

Exhibit 10.1 High River LP Limited Prepayment Waiver As of September 12, 2012 Motricity, Inc. 601 108th Avenue NE, Suite 900 Bellevue, WA 98004 Attention: Chief Executive Officer Re: Limited Prepayment Waiver Ladies and Gentlemen: Reference is made to the Amended and Restated Promissory Note, dated February 28, 2012, as amended by the First Amendment thereto, dated as of May 12, 2002 (the "Note"),

November 6, 2012 EX-10.2

SECOND AMENDMENT

Exhibit 10.2 AT&T Agreement No. 20100607.090.S.002 SECOND AMENDMENT TO THE APPCENTER SERVICE EXHIBIT NO. 20100607.090.S.002 This Second Amendment (this “Second Amendment”) to the AppCenter Service Exhibit No. 20100607.090.S.002 of October 1, 2010 between Motricity, Inc., (“Motricity” or “Supplier”) and AT&T Services, Inc. (“AT&T Services” or “AT&T”) (the “Agreement”), is effective on the date that

November 6, 2012 8-K/A

Financial Statements and Exhibits - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation

November 6, 2012 EX-10.1

FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED WIRELESS SERVICES AGREEMENT #00014249

Exhibit 10.1 AT&T Agreement No. 00014249.A.005 FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED WIRELESS SERVICES AGREEMENT #00014249 This Fifth Amendment (this “Fifth Amendment”) to the Second Amended and Restated Wireless Services Agreement #0001429 of July, 22, 2005 between Motricity, Inc., f/k/a InfoSpace Mobile, Inc. (“Motricity” or “Supplier”) and AT&T Mobility LLC (“AT&T Mobility” or “AT&

November 1, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or other jurisdiction of incorporation) (Commission File Number

November 1, 2012 EX-99

Motricity Reports Third Quarter 2012 Results

EXHIBIT 99.1 Motricity Reports Third Quarter 2012 Results Reports Positive Operating Income of $1.4 Million and EBITDA from Continuing Operations of $3.9 Million Generates $1.4 Million in Cash from Continuing Operations and Strengthens Balance Sheet with Successful Rights Offering Launches new products in Mobile Media and Mobile Enterprise through two new brands, Voltari and Serrano Mobile BELLEVU

October 19, 2012 SC 13D

MOTR / / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* Motricity, Inc. (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 620107102 (CUSIP Number) Keith Schaitkin, Esq. Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4300 (Name, Address and Telephone Number of Per

October 15, 2012 EX-4.1

- WARRANT AGREEMENT

Exhibit 4.1 COMMON STOCK WARRANT AGREEMENT between MOTRICITY, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as warrant agent October 11, 2012 #PageNum# #PageNum# TABLE OF CONTENTS Article I. DEFINITIONS 1 Section 1.1 Definition of Terms 1 Section 1.2 Table of Defined Terms. 2 Article II. APPOINTMENT OF WARRANT AGENT 2 Section 2.1 Appointment 2 Article III. WARRANTS 2 Section 3.1 Issuance o

October 15, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (C

October 15, 2012 424B3

Registration Statement No. 333-183487 10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE This document amends the initial Prospectus Supplement, filed on October 11, 2012, to include supporting docum

Prospectus Supplement Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No.

October 15, 2012 EX-99.1

Motricity Announces Results of Rights Offering

Exhibit 99.1 Motricity Announces Results of Rights Offering Bellevue, WA – October 11, 2012 – Motricity, Inc. (Nasdaq: MOTR) today announced the results of its previously announced rights offering (the "Rights Offering"). Pursuant to the Rights Offering, on July 23, 2012, the Company distributed 46,163,685 subscription rights to the holders of its common stock. Each subscription right entitled the

October 12, 2012 8-A12G

- 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MOTRICITY, INC. (Exact name of registrant as specified in its charter) Delaware 20-1059798 (State of Incorporation or Organization) (I.R.S. Employer Identification Number) 601 108th Avenue Northeas

October 12, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (C

October 12, 2012 EX-99.1

Motricity Announces Results of Rights Offering

Exhibit 99.1 Motricity Announces Results of Rights Offering Bellevue, WA – October 11, 2012 – Motricity, Inc. (Nasdaq: MOTR) today announced the results of its previously announced rights offering (the "Rights Offering"). Pursuant to the Rights Offering, on July 23, 2012, the Company distributed 46,163,685 subscription rights to the holders of its common stock. Each subscription right entitled the

October 12, 2012 424B3

10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE

Prospectus Supplement Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No.

October 12, 2012 EX-4.1

COMMON STOCK WARRANT AGREEMENT MOTRICITY, INC. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as warrant agent October 11, 2012

Exhibit 4.1 COMMON STOCK WARRANT AGREEMENT between MOTRICITY, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as warrant agent October 11, 2012 #PageNum# #PageNum# TABLE OF CONTENTS Article I. DEFINITIONS 1 Section 1.1 Definition of Terms 1 Section 1.2 Table of Defined Terms. 2 Article II. APPOINTMENT OF WARRANT AGENT 2 Section 2.1 Appointment 2 Article III. WARRANTS 2 Section 3.1 Issuance o

October 12, 2012 8-A12G

- 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MOTRICITY, INC. (Exact name of registrant as specified in its charter) Delaware 20-1059798 (State of Incorporation or Organization) (I.R.S. Employer Identification Number) 601 108th Avenue Northeas

September 21, 2012 424B3

SUBSCRIPTION RIGHTS TO PURCHASE

Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-183487 Prospectus Supplement SUBSCRIPTION RIGHTS TO PURCHASE UNITS CONSISTING OF AN AGGREGATE OF 1,200,000 SHARES OF 13% REDEEMABLE SERIES J PREFERRED STOCK AND 10,150,009 WARRANTS, EACH TO PURCHASE ONE SHARE OF COMMON STOCK AT A PRICE EQUAL TO THE GREATER OF (A) $0.65 AND (B) 120% OF THE CLOSING MARKET PRICE OF THE COMMON

September 21, 2012 8-K

Entry into a Material Definitive Agreement - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization)

September 21, 2012 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization)

September 13, 2012 8-A12B

- FORM 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 20-1059798 (State of Incorporation or Organization) (I.R.S. Employer Identification Number) 601 108th Avenue Northeas

September 13, 2012 EX-99.1

Motricity Announces Commencement of Rights Offering

EX-99.1 Exhibit 99.1 Motricity Announces Commencement of Rights Offering Bellevue, WA – September 13, 2012 – Motricity, Inc. (Nasdaq: MOTR) today announced that it has resumed its rights offering that initially commenced on July 24, 2012 and was subsequently suspended on August 15, 2012 pending modification of the composition of the units to be offered (the “Rights Offering”). On July 23, 2012, Mo

September 13, 2012 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organ

September 13, 2012 424B4

SUBSCRIPTION RIGHTS TO PURCHASE

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No.

September 7, 2012 EX-99.7

NOTICE OF IMPORTANT TAX INFORMATION

EX-99.7 Exhibit 99.7 NOTICE OF IMPORTANT TAX INFORMATION Under United States federal income tax law, the sale of rights may be subject to backup withholding and information reporting. Each holder of rights who is a U.S. person (which term includes a resident alien) and who sells rights through the Subscription Agent is required to provide the Subscription Agent with such holder’s correct Taxpayer

September 7, 2012 EX-99.1

FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATES MOTRICITY, INC.

EX-99.1 Exhibit 99.1 FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATES MOTRICITY, INC. The following instructions relate to a rights offering (the “Rights Offering”) by Motricity, Inc. (the “Company”) to the holders of its common stock, as described in the Company’s prospectus dated , 2012 (the “Prospectus”). On July 23, 2012 the Company distributed to record holders of its common

September 7, 2012 EX-99.2

FORM OF NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES [Letterhead of Dealer, Bank, Trust Company or Nominee]

EX-99.2 Exhibit 99.2 FORM OF NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES [Letterhead of Dealer, Bank, Trust Company or Nominee] , 2012 To Our Clients: Enclosed for your consideration are the Prospectus, dated (the “Prospectus”) and other materials relating to the rights offering (the “Rights Offering”) by Motricity, Inc. (the “Company”). On July 23, 2012 the Company distributed to

September 7, 2012 EX-99.3

FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES MOTRICITY, INC.

EX-99.3 Exhibit 99.3 FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES MOTRICITY, INC. To Brokers, Dealers, Custodian Banks, Trust Companies and Other Nominees: This letter is being distributed to brokers, dealers, custodian banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Motricity, Inc. (the “Company”), as described in the Compan

September 7, 2012 S-1/A

- S-1/A

S-1/A Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 2012 Registration No.

September 7, 2012 EX-99.5

FORM OF BENEFICIAL OWNER ELECTION FORM

EX-99.5 11 d400636dex995.htm EX-99.5 Exhibit 99.5 FORM OF BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter, sent in your capacity as record holder or nominee, and the enclosed materials referred to therein relating to the rights offering (“Rights Offering”) by Motricity, Inc. (the “Company”) of subscription rights to purchase units of the Company’s securities co

September 7, 2012 EX-4.5

NUMBER OF RIGHTS CUSIP 620107 110

EX-4.5 Exhibit 4.5 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS CUSIP 620107 110 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED , 2012 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM PHOENIX ADVISORY PARTNERS, THE INFORMATION AGENT. Motricity, Inc. Incorporated under the laws of the Sta

September 7, 2012 EX-99.6

FORM OF NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS MOTRICITY, INC.

EX-99.6 Exhibit 99.6 FORM OF NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS MOTRICITY, INC. Dear Stockholder: This notice is being distributed by Motricity, Inc. (the “Company”), in connection with the rights offering (the “Rights Offering”), as described in the Company’s prospectus dated (the “Prospectus”). On July 23, 2012 we distributed to record holders of our common stock as of July 23, 2012,

September 7, 2012 EX-99.4

FORM OF NOMINEE HOLDER CERTIFICATION MOTRICITY, INC.

EX-99.4 Exhibit 99.4 FORM OF NOMINEE HOLDER CERTIFICATION MOTRICITY, INC. The undersigned, a broker, dealer, custodian bank, trust company or other nominee of subscription rights to purchase units of securities of Motricity, Inc. (the “Company”) pursuant to the rights offering (the “Rights Offering”) described and provided for in the Company’s prospectus dated , 2012 (the “Prospectus”) hereby cert

September 7, 2012 EX-99.8

NOTICE OF GUARANTEED DELIVERY SUBSCRIPTION RIGHTS CERTIFICATES ISSUED BY MOTRICITY, INC.

EX-99.8 Exhibit 99.8 NOTICE OF GUARANTEED DELIVERY FOR SUBSCRIPTION RIGHTS CERTIFICATES ISSUED BY MOTRICITY, INC. This form, or one substantially equivalent hereto, must be used to exercise subscription rights (the “Rights”) pursuant to the rights offering described in the Prospectus, dated , (the “Prospectus”) of Motricity, Inc., a Delaware corporation (“Motricity”), if a holder of Rights cannot

August 27, 2012 25

- FORM 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34781 Motricity, Inc. – Nasdaq Global Select Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 601 108t

August 22, 2012 S-1

Registration Statement - FORM S-1

Form S-1 Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 2012 Registration No.

August 22, 2012 EX-3.3

AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF THE 13% REDEEMABLE SERIES J PREFERRED STOCK MOTRICITY, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF THE 13% REDEEMABLE SERIES J PREFERRED STOCK OF MOTRICITY, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Motricity, Inc. (the “Company”), a corporation organized and existing under the laws of the State of Delaware, pursuant to the authority contained in its Certificate of Incorporation, as amende

August 15, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organiza

August 15, 2012 EX-99.1

Motricity Plans to Modify its Rights Offering The Company suspends rights offering pending modification

EX-99.1 Exhibit 99.1 Motricity Plans to Modify its Rights Offering The Company suspends rights offering pending modification Bellevue, WA – August 15, 2012 – Motricity, Inc. (Nasdaq: MOTR) today announced that it has determined that it is advisable and in the best interests of the Company (taking into account, among other things, stockholder comments and tax considerations) to modify the compositi

August 15, 2012 424B3

SUBSCRIPTION RIGHTS TO PURCHASE UNITS CONSISTING OF AN AGGREGATE OF 1,200,000 SHARES OF 12% REDEEMABLE SERIES J PREFERRED STOCK AND 14,248,741 WARRANTS, EACH TO PURCHASE ONE SHARE OF COMMON STOCK AT A PRICE OF $0.51 PER SHARE AT $0.65 PER UNIT

424(b)(3) Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-178309 Prospectus Supplement No. 3 SUBSCRIPTION RIGHTS TO PURCHASE UNITS CONSISTING OF AN AGGREGATE OF 1,200,000 SHARES OF 12% REDEEMABLE SERIES J PREFERRED STOCK AND 14,248,741 WARRANTS, EACH TO PURCHASE ONE SHARE OF COMMON STOCK AT A PRICE OF $0.51 PER SHARE AT $0.65 PER UNIT This Prospectus Supplement No. 3 (th

August 13, 2012 424B3

SUBSCRIPTION RIGHTS TO PURCHASE UNITS CONSISTING OF AN AGGREGATE OF 1,200,000 SHARES OF 12% REDEEMABLE SERIES J PREFERRED STOCK AND 14,248,741 WARRANTS, EACH TO PURCHASE ONE SHARE OF COMMON STOCK AT A PRICE OF $0.51 PER SHARE AT $0.65 PER UNIT

Prospectus Supplement Table of Contents Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No.

August 9, 2012 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34781 Mot

July 27, 2012 424B3

SUBSCRIPTION RIGHTS TO PURCHASE

424B3 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-178309 Prospectus Supplement SUBSCRIPTION RIGHTS TO PURCHASE UNITS CONSISTING OF AN AGGREGATE OF 1,200,000 SHARES OF 12% REDEEMABLE SERIES J PREFERRED STOCK AND 14,248,741 WARRANTS, EACH TO PURCHASE ONE SHARE OF COMMON STOCK AT A PRICE OF $0.51 PER SHARE AT $0.65 PER UNIT This Prospectus Supplement (the “Prospectus Su

July 26, 2012 EX-99

Motricity Reports Second Quarter 2012 Results

EXHIBIT 99.1 Motricity Reports Second Quarter 2012 Results Reports Positive Operating Income of $0.7 million Positive EBITDA from Continuing Operations of $2.2 Million Generated $8.2 Million in Cash from Continuing Operations BELLEVUE, Wash., July 26, 2012 (GLOBE NEWSWIRE) - Motricity (Nasdaq:MOTR), a leading provider of mobile Internet services, today announced financial results for the second qu

July 26, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 26, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or other jurisdiction of incorporation) (Commission File Numbe

July 24, 2012 424B3

SUBSCRIPTION RIGHTS TO PURCHASE UNITS CONSISTING OF AN AGGREGATE OF 1,200,000 SHARES OF 12% REDEEMABLE SERIES J PREFERRED STOCK AND 14,248,741 WARRANTS, EACH TO PURCHASE ONE SHARE OF COMMON STOCK AT A PRICE OF $0.51 PER SHARE AT $0.65 PER UNIT

424B3 Table of Contents Filed pursuant to Rule (424)(b)(3) Registration statement No.

July 24, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d383858d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorp

July 24, 2012 EX-99.1

Motricity Announces Commencement of Rights Offering

Press Release Exhibit 99.1 Motricity Announces Commencement of Rights Offering Bellevue, WA – July 24, 2012 – Motricity, Inc. (Nasdaq: MOTR) today announced that it has commenced its previously announced rights offering (the “Rights Offering”). Motricity distributed to holders of its common stock at the close of business on July 23, 2012 one transferable subscription right (the “Rights”) for every

July 24, 2012 8-A12B

- FORM 8-A

Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MOTRICITY, INC. (Exact name of registrant as specified in its charter) Delaware 20-1059798 (State of Incorporation or Organization) (I.R.S. Employer Identification Number) 601 108th Avenue

July 20, 2012 CORRESP

-

Acceleration Request July 20, 2012 BY EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

July 13, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (Comm

July 13, 2012 EX-99.1

Motricity Announces Record Date for Planned Rights Offering

Motricity Announces Record Date for Planned Rights Offering Bellevue, WA – July 13, 2012 – Motricity (Nasdaq: MOTR) today announced that a record date of July 23, 2012 (the “Record Date”) has been set for Motricity’s planned rights offering (the “Rights Offering”).

July 9, 2012 EX-3.3

CERTIFICATE OF DESIGNATIONS OF THE % REDEEMABLE SERIES J PREFERRED STOCK MOTRICITY, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware

EX-3.3 Exhibit 3.3 CERTIFICATE OF DESIGNATIONS OF THE % REDEEMABLE SERIES J PREFERRED STOCK OF MOTRICITY, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Motricity, Inc. (the “Company”), a corporation organized and existing under the laws of the State of Delaware, certifies that pursuant to the authority contained in its Certificate of Incorporation, as amended

July 9, 2012 EX-99.6

FORM OF NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS MOTRICITY, INC.

EX-99.6 Exhibit 99.6 FORM OF NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS MOTRICITY, INC. Dear Stockholder: This notice is being distributed by Motricity, Inc. (the “Company”) to all holders of record of shares of the Company’s common stock, as of , 2012, the record date, in connection with the rights offering (the “Rights Offering”) of units of the Company’s securities pursuant to subscription r

July 9, 2012 CORRESP

-

SEC Response Letter Motricity, Inc. 601 108th Avenue Northeast Suite 900 Bellevue, WA 98004 July 9, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attention: Barbara C. Jacobs, Assistant Director Re: Motricity, Inc. Amendment No. 4 to Form S-3 Registration Statement on Form S-1 Filed June 21, 2012 File No

July 9, 2012 EX-99.2

FORM OF NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES [Letterhead of Dealer, Bank, Trust Company or Nominee]

EX-99.2 Exhibit 99.2 FORM OF NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES [Letterhead of Dealer, Bank, Trust Company or Nominee] , 2012 To Our Clients: Enclosed for your consideration are the Prospectus, dated , 2012 (the “Prospectus”) and other materials relating to the rights offering (the “Rights Offering”) by Motricity, Inc. (the “Company”) of units of the Company’s securities,

July 9, 2012 EX-99.1

FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATES MOTRICITY, INC.

EX-99.1 Exhibit 99.1 FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATES MOTRICITY, INC. The following instructions relate to a rights offering (the “Rights Offering”) by Motricity, Inc. (the “Company”) to the holders of its common stock, as described in the Company’s prospectus (the “Prospectus”) dated , 2012. Subject to applicable law, each holder will receive one subscription rig

July 9, 2012 EX-4.2

FORM OF CERTIFICATE FOR SHARES OF % REDEEMABLE SERIES J PREFERRED STOCK Number Shares CUSIP 620107 201 SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS MOTRICITY, INC. a Corporation Formed Under the Laws of the State of Delaware THIS CERTIFIES TH

EX-4.2 Exhibit 4.2 FORM OF CERTIFICATE FOR SHARES OF % REDEEMABLE SERIES J PREFERRED STOCK Number Shares CUSIP 620107 201 SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS MOTRICITY, INC. a Corporation Formed Under the Laws of the State of Delaware THIS CERTIFIES THAT is the owner of FULLY PAID AND NONASSESSABLE SHARES OF % REDEEMABLE SERIES J PREFERRED STOCK, LIQUIDATION PREFERENCE $ PER SHARE

July 9, 2012 EX-99.5

FORM OF BENEFICIAL OWNER ELECTION FORM

EX-99.5 Exhibit 99.5 FORM OF BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter, sent in your capacity as record holder or nominee, and the enclosed materials referred to therein relating to the rights offering (“Rights Offering”) by Motricity, Inc. (the “Company”) of subscription rights to purchase units of the Company’s securities consisting of shares of the Com

July 9, 2012 EX-4.3

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED , 2012 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM PHOENIX ADVISORY PARTNERS, TH

EX-4.3 Exhibit 4.3 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS CUSIP 620107 110 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED , 2012 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM PHOENIX ADVISORY PARTNERS, THE INFORMATION AGENT. Motricity, Inc. Incorporated under the laws of the Sta

July 9, 2012 EX-4.4

COMMON STOCK WARRANT AGREEMENT MOTRICITY, INC. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as warrant agent , 2012 TABLE OF CONTENTS Article I. DEFINITIONS 1 Section 1.1 Definition of Terms 1 Section 1.2 Table of Defined Terms. 2 Article II. APPOINT

EX-4.4 Exhibit 4.4 COMMON STOCK WARRANT AGREEMENT between MOTRICITY, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as warrant agent , 2012 TABLE OF CONTENTS Article I. DEFINITIONS 1 Section 1.1 Definition of Terms 1 Section 1.2 Table of Defined Terms. 2 Article II. APPOINTMENT OF WARRANT AGENT 3 Section 2.1 Appointment 3 Article III. WARRANTS 3 Section 3.1 Issuance of Warrants 3 Section 3.

July 9, 2012 EX-99.3

FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES MOTRICITY, INC.

EX-99.3 Exhibit 99.3 FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES MOTRICITY, INC. To Brokers, Dealers, Custodian Banks, Trust Companies and Other Nominees: This letter is being distributed to brokers, dealers, custodian banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Motricity, Inc. (the “Company”) of units of the Company’s s

July 9, 2012 S-1/A

- AMENDMENT NO.5 TO FORM S-3 ON FORM S-1 REGISTRATION STATEMENT

Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 2012 Registration No.

June 29, 2012 LETTER

LETTER

June 29, 2012 Via Email James R. Smith, Jr. Chief Executive Officer Motricity, Inc. 601 108th Ave. Northeast, Suite 900 Bellevue, WA 98004 Re: Motricity, Inc. Amendment No. 4 to Form S-3 Registration Statement on Form S-1 Filed June 21, 2012 File No. 333-178309 Dear Mr. Smith: We have reviewed your letter dated June 21, 2012, and the above-referenced filing, and have the following comments. Where

June 27, 2012 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (Comm

June 27, 2012 EX-10.1

LEASE TERMINATION AGREEMENT

LEASE TERMINATION AGREEMENT This Lease Termination Agreement (this "Agreement") is entered into as of the 12th day of June, 2012, by and between KILROY REALTY, L.

June 25, 2012 CT ORDER

-

begin 644 filename1.pdf M)5!$1BTQ+C4-)>+CS],-"C$P(#`@;V)J#3P\+TQI;F5A7!E+UA2968O5ULQ(#(@,5T^/G-T#0IE;F1S M=')E86T-96YD;V)J#7-T87)T>')E9@T*,`T*)25%3T8-"B`@("`@("`@#0HR M,B`P(&]B:@T\/"]&:6QT97(O1FQA=&5$96-O9&4O22`X-"],(#8X+TQE;F=T M:"`V,B]3(#,X/CYS=')E86T-"FC>8F!@8&9@8.)G``+V[PRH@!&(61@X&I#% MF*&8@:&1@9N!9Q#`U2E2`541QM8%X/R9BC/4"``0#P2@:E#0IE;F1S=')E M86T-96YD;V)J#3$Q(#`@;V)J#3P\+TUE=&%D871A(#(@,"!2

June 21, 2012 EX-99.1

FORM OF INSTRUCTIONS AS TO USE OF - EX-99.1

EX-99.1 Exhibit 99.1 FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATES MOTRICITY, INC. The following instructions relate to a rights offering (the “Rights Offering”) by Motricity, Inc. (the “Company”) to the holders of its common stock, as described in the Company’s prospectus (the “Prospectus”) dated , 2012. Subject to applicable law, each holder will receive one subscription rig

June 21, 2012 S-1/A

- AMENDMENT NO.4 TO FORM S-3 ON FORM S-1 REGISTRATION STATEMENT

Amendment No.4 to Form S-3 on Form S-1 Registration Statement Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2012 Registration No. 333-178309 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-3 ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Motricity, Inc. (Exact name of registrant as specified

June 21, 2012 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K AMENDMENT NO.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Or

June 21, 2012 EX-99.6

- EX-99.6

EX-99.6 Exhibit 99.6 FORM OF NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS MOTRICITY, INC. Dear Stockholder: This notice is being distributed by Motricity, Inc. (the “Company”) to all holders of record of shares of the Company’s common stock, as of , 2012, the record date, in connection with the rights offering (the “Rights Offering”) of units of the Company’s securities pursuant to subscription r

June 21, 2012 EX-99.5

- EX-99.5

EX-99.5 Exhibit 99.5 FORM OF BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter, sent in your capacity as record holder or nominee, and the enclosed materials referred to therein relating to the rights offering (“Rights Offering”) by Motricity, Inc. (the “Company”) of subscription rights to purchase units of the Company’s securities consisting of shares of the Com

June 21, 2012 CORRESP

-

SEC Response Letter Motricity, Inc. 601 108th Avenue Northeast Suite 900 Bellevue, WA 98004 June 21, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attention: Barbara C. Jacobs, Assistant Director Re: Motricity, Inc. Amendment No. 3 to Form S-3 Registration Statement on Form S-1 Filed June 1, 2012 File No

June 21, 2012 EX-10.1

Plan Financial Targets

CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made.

June 21, 2012 EX-99.3

- EX-99.3

EX-99.3 Exhibit 99.3 FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES MOTRICITY, INC. To Brokers, Dealers, Custodian Banks, Trust Companies and Other Nominees: This letter is being distributed to brokers, dealers, custodian banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Motricity, Inc. (the “Company”) of units of the Company’s s

June 21, 2012 EX-4.3

- EX-4.3

EX-4.3 Exhibit 4.3 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED , 2012 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM PHOENIX ADVISORY PARTNERS, THE INFORMATION AGENT. Motricity, Inc. Incorporated under the laws of the State of Delaware SU

June 21, 2012 EX-99.2

FORM OF NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES [Letterhead of Dealer, Bank, Trust Company or Nominee]

EX-99.2 10 d279361dex992.htm EX-99.2 Exhibit 99.2 FORM OF NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES [Letterhead of Dealer, Bank, Trust Company or Nominee] , 2012 To Our Clients: Enclosed for your consideration are the Prospectus, dated , 2012 (the “Prospectus”) and other materials relating to the rights offering (the “Rights Offering”) by Motricity, Inc. (the “Company”) of units

June 19, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (Comm

June 19, 2012 EX-10.1

MOTRICITY, INC. EXECUTIVE OFFICER AMENDED AND RESTATED SEVERANCE/CHANGE IN CONTROL PLAN

MOTRICITY, INC. EXECUTIVE OFFICER AMENDED AND RESTATED SEVERANCE/CHANGE IN CONTROL PLAN 1.PURPOSE The purpose of this Amended and Restated Severance/Change in Control Plan (the “Plan”) for executive officers of Motricity, Inc. (the “Company”) is to provide severance benefits to designated executive officers of Motricity, Inc., or its subsidiaries or Affiliates, upon their termination of employment

June 14, 2012 LETTER

LETTER

June 14, 2012 Via Email James R. Smith, Jr. Chief Executive Officer Motricity, Inc. 601 108th Ave. Northeast, Suite 800 Bellevue, WA 98004 Re: Motricity, Inc. Amendment No. 3 to Form S-3 Registration Statement on Form S-1 Filed June 1, 2012 File No. 333-178309 Form 10-Q for the Quarterly Period Ended March 31, 2012 Filed May 10, 2012 File No. 001-34781 Dear Mr. Smith: We have reviewed your letter

June 1, 2012 S-8

- FORM S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Motricity, Inc.

June 1, 2012 S-1/A

- AMENDMENT 3 TO FORM S-3 ON FORM S-1

Amendment 3 to Form S-3 on Form S-1 Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2012 Registration No.

June 1, 2012 EX-12.1

Motricity, Inc.

Statement re Computation of Ratios Exhibit 12.1 Motricity, Inc. The following table sets forth our ratio of earnings to fixed charges and ratio of combined fixed charges to earnings for the years ended December 31, 2007, 2008, 2009, 2010 and 2011 and the three months ended March 31, 2012. As earnings are inadequate to cover fixed charges, we have provided the coverage deficiency amounts. Statement

June 1, 2012 EX-4.3

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED , 2012 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM PHOENIX ADVISORY PARTNERS, TH

Form of Subscription Rights Certificate Exhibit 4.3 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED , 2012 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM PHOENIX ADVISORY PARTNERS, THE INFORMATION AGENT. Motricity, Inc. Incorporated under the

June 1, 2012 CORRESP

-

SEC Comment Letter Motricity, Inc. 601 108th Avenue Northeast Suite 900 Bellevue, WA 98004 June 1, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attention: Barbara C. Jacobs, Assistant Director Re: Motricity, Inc. Amendment No. 2 to Form S-3 Registration Statement on Form S-1 Filed March 20, 2012 File No

May 31, 2012 EX-10.1

- AMENDED AND RESTATED EXECUTIVE OFFICER SEVERANCE/CHANGE IN CONTROL PLAN

MOTRICITY, INC. EXECUTIVE OFFICER AMENDED AND RESTATED SEVERANCE/CHANGE IN CONTROL PLAN 1.PURPOSE The purpose of this Amended and Restated Severance/Change in Control Plan (the “Plan”) for executive officers of Motricity, Inc. (the “Company”) is to provide severance benefits to designated executive officers of Motricity, Inc., or its subsidiaries or Affiliates, upon their termination of employment

May 31, 2012 EX-10.2

2012 FORM OF AGREEMENT FOR NAMED EXECUTIVE OFFICERS OF THE COMPANY

2012 FORM OF AGREEMENT FOR NAMED EXECUTIVE OFFICERS OF THE COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE MOTRICITY, INC.

May 31, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (Commi

May 29, 2012 EX-10.2

May 17, 2012

EX-10.2 3 ex102amendmenttostalzeroff.htm AMENDMENT TO STALZER OFFER LETTER May 17, 2012 PERSONAL AND CONFIDENTIAL Mr. Richard Stalzer 415 Greenwich Street New York, New York 10013 Dear Rich, Pursuant to your discussions with the Chairman of the Compensation Committee, this letter is intended to amend the terms of the Offer Letter, dated January 12, 2012, whereby you became employed by the Company

May 29, 2012 EX-99.1

Motricity Appoints Nathan Fong As Chief Financial Officer - PRESS RELEASE

Motricity Appoints Nathan Fong As Chief Financial Officer BELLEVUE, Wash., May 29, 2012 - Motricity (Nasdaq: MOTR), a leading provider of mobile Internet services, today named Nathan Fong as its chief financial officer. Fong will join Motricity’s executive management team beginning on June 12, 2012. Interim chief financial officer Stephen Cordial, a partner with Tatum LLC, will stay on with Motric

May 29, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (Commi

May 29, 2012 EX-10.1

May 16, 2012

May 16, 2012 PERSONAL AND CONFIDENTIAL Mr. Nathan Fong 208 Melbourne Road Great Neck, New York 11021 [email protected] Dear Nathan, We are pleased to extend to you this offer of employment with Motricity, Inc. (the “Company”), subject to the completion of reference and background check. This letter explains the details and terms of the employment offer. Position: Your position will be Chief Fina

May 25, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (Commi

May 25, 2012 EX-99.1

Year Ended December 31, (in thousands, except per share data) 2011 2010 2009 2008 2007 Condensed Consolidated Statement of Operations Data: Total revenues $ 97,746 $ 110,244 $ 109,647 $ 100,071 $ 35,171 Operating expenses Direct third-party expenses

As further discussed in this Current Report on Form 8-K, information presented in this Exhibit 99.

May 25, 2012 EX-99.2

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

As further discussed in this Current Report on Form 8-K, information presented in this Exhibit 99.

May 25, 2012 EX-99.3

Item 8. Consolidated Financial Statements and Supplementary Information. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Motricity, Inc. Page Audited Financial Statements Reports of Independent Registered Public Accounting Firm - Grant Thornton LLP 2 Repo

As further discussed in this Current Report on Form 8-K, information presented in this Exhibit 99.

May 23, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (Commi

May 23, 2012 EX-10.1

Plan Financial Targets

CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made.

May 10, 2012 EX-10.5

FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE

FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE This FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE (this “First Amendment”) is entered into as of May 10, 2012 between High River Limited Partnership, a Delaware limited partnership (“Lender”), and Motricity, Inc.

May 10, 2012 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34781 Mo

April 3, 2012 LETTER

LETTER

April 3, 2012 Via Email James R. Smith, Jr. Chief Executive Officer Motricity, Inc. 601 108th Ave. Northeast, Suite 800 Bellevue, WA 98004 Re: Motricity, Inc. Amendment No. 2 to Form S-3 Registration Statement on Form S-1 Filed March 20, 2012 File No. 333-178309 Form 10-K for Fiscal Year Ended December 31, 2011 Filed March 13, 2012 File No. 001-34781 Dear Mr. Smith: We have reviewed your letter da

March 20, 2012 EX-99.3

FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES MOTRICITY, INC.

Exhibit 99.3 FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES MOTRICITY, INC. To Brokers, Dealers, Custodian Banks, Trust Companies and Other Nominees: This letter is being distributed to brokers, dealers, custodian banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Motricity, Inc. (the “Company”) of units of the Company’s securitie

March 20, 2012 EX-99.5

FORM OF BENEFICIAL OWNER ELECTION FORM

Form of Beneficial Owner Election Form Exhibit 99.5 FORM OF BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter, sent in your capacity as record holder or nominee, and the enclosed materials referred to therein relating to the rights offering (“Rights Offering”) by Motricity, Inc. (the “Company”) of subscription rights to purchase units of the Company’s securities

March 20, 2012 EX-12.1

- STATEMENT RE COMPUTATION OF RATIOS

Statement re Computation of Ratios Exhibit 12.1 Motricity, Inc. The following table sets forth our ratio of earnings to combined fixed charges and preference security dividends for the years ended December 31, 2007, 2008, 2009, 2010 and 2011. As earnings are inadequate to cover fixed charges, we have provided the coverage deficiency amounts. Statement of Computation of Ratio of Earnings To Combine

March 20, 2012 S-1/A

- AMENDMENT #2 TO FORM S-3 ON FORM S-1

Amendment #2 to Form S-3 on Form S-1 Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 2012 Registration No.

March 20, 2012 EX-99.4

FORM OF NOMINEE HOLDER CERTIFICATION MOTRICITY, INC.

Form of Nominee Holder Certification Exhibit 99.4 FORM OF NOMINEE HOLDER CERTIFICATION MOTRICITY, INC. The undersigned, a broker, dealer, custodian bank, trust company or other nominee of subscription rights to purchase units of securities of Motricity, Inc. (the “Company”) pursuant to the rights offering (the “Rights Offering”) described and provided for in the Company’s prospectus dated , 2012 (

March 20, 2012 EX-99.6

- FORM OF NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS

Form of Notice to Stockholders who are Record Holders Exhibit 99.6 FORM OF NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS MOTRICITY, INC. Dear Stockholder: This notice is being distributed by Motricity, Inc. (the “Company”) to all holders of record of shares of the Company’s common stock, as of , 2012, the record date, in connection with the rights offering (the “Rights Offering”) of units of the C

March 20, 2012 EX-99.1

FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATES MOTRICITY, INC.

Form of Instructions as to Use of Subscription Rights Certificates Exhibit 99.1 FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATES MOTRICITY, INC. The following instructions relate to a rights offering (the “Rights Offering”) by Motricity, Inc. (the “Company”) to the holders of its common stock, as described in the Company’s prospectus (the “Prospectus”) dated , 2012. Subject to ap

March 20, 2012 CORRESP

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Motricity, Inc. 601 108th Avenue Northeast Suite 800 Bellevue, WA 98004 March 19, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attention: Barbara C. Jacobs, Assistant Director Re: Motricity, Inc. File No. 001-34781 Amendment No. 2 to Registration Statement on Form S-3 on Form S-1 File No. 333-178309 and

March 20, 2012 EX-99.2

FORM OF NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES [Letterhead of Dealer, Bank, Trust Company or Nominee]

Form of Notice to Clients of Stockholders who are Acting as Nominees Exhibit 99.2 FORM OF NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES [Letterhead of Dealer, Bank, Trust Company or Nominee] , 2012 To Our Clients: Enclosed for your consideration are the Prospectus, dated , 2012 (the “Prospectus”) and other materials relating to the rights offering (the “Rights Offering”) by Motricit

March 20, 2012 EX-4.1

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED , 2012 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM PHOENIX ADVISORY PARTNERS, TH

EX-4.1 2 d279361dex41.htm FORM OF SUBSCRIPTION RIGHTS CERTIFICATE Exhibit 4.1 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED , 2012 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM PHOENIX ADVISORY PARTNERS, THE INFORMATION AGENT. Motricity, I

March 20, 2012 EX-99.7

NOTICE OF IMPORTANT TAX INFORMATION

Form of Notice of Important Tax Information Exhibit 99.7 NOTICE OF IMPORTANT TAX INFORMATION Under United States federal income tax law, the sale of rights may be subject to backup withholding and information reporting. Each holder of rights who is a U.S. person (which term includes a resident alien) and who sells rights through the Subscription Agent is required to provide the Subscription Agent

March 13, 2012 10-K

Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34

March 13, 2012 EX-10.57

AMENDED AND RESTATED PROMISSORY NOTE

THIS AMENDED AND RESTATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

March 13, 2012 EX-10.58

AMENDED AND RESTATED SECURITY AGREEMENT

EXECUTION VERSION AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (“Agreement”) dated as of February 28, 2012 is by and among MOTRICITY, INC.

March 1, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or other jurisdiction of incorporation) (Commission File N

March 1, 2012 EX-99

Motricity Reports Fourth Quarter and Fiscal Year 2011 Results

EXHIBIT 99.1 Motricity Reports Fourth Quarter and Fiscal Year 2011 Results BELLEVUE, Wash., March 1, 2012 (GLOBE NEWSWIRE) - Motricity (Nasdaq:MOTR), a leading provider of mobile Internet services, today announced financial results for the fourth quarter and full year ended December 31, 2011. Management Commentary: "While change at Motricity is still underway, the fourth quarter marked a period of

February 13, 2012 SC 13G/A

MOTR / / ALYDAR PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Motricity, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 620107102 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

February 3, 2012 8-K/A

Financial Statements and Exhibits - FORM 8-K/A

Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 4 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2011 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorp

February 3, 2012 EX-99.2

Unaudited Pro Forma Condensed Combined Financial Statements

Unaudited Pro Forma Condensed Combined Financial Statements Exhibit 99.2 Unaudited Pro Forma Condensed Combined Financial Statements On April 14, 2011, Motricity, Inc. (“Motricity” or “we”) acquired substantially all of the assets of Adenyo Inc. (“Adenyo”) and assumed certain liabilities. See notes to unaudited pro forma condensed combined financial statements for a detailed discussion of the acqu

February 3, 2012 EX-99.1

Consolidated Financial Statements (Expressed in U.S. dollars) ADENYO INC. Years ended December 31, 2010 and 2009 KPMG LLP Telephone (416) 228-7000 Chartered Accountants Fax (416) 228-7123 Yonge Corporate Centre Internet www.kpmg.ca 4100 Yonge Street

Audited Consolidated Financial Statements of Adenyo Inc. Exhibit 99.1 Consolidated Financial Statements (Expressed in U.S. dollars) ADENYO INC. Years ended December 31, 2010 and 2009 KPMG LLP Telephone (416) 228-7000 Chartered Accountants Fax (416) 228-7123 Yonge Corporate Centre Internet www.kpmg.ca 4100 Yonge Street Suite 200 Toronto ON M2P 2H3 Canada INDEPENDENT AUDITORS’ REPORT To the Board of

January 26, 2012 LETTER

LETTER

January 25, 2012 CT ORDER

-

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January 25, 2012 CT ORDER

-

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January 23, 2012 EX-99.1

Motricity Appoints President of Mobile Marketing and Advertising

Press Release Exhibit 99.1 Motricity Appoints President of Mobile Marketing and Advertising Former Education Dynamics and InterActive Corporation Executive Brings Decades of Advertising and Sales Experience to Position Bellevue,WA–January 23,2012 – Motricity (Nasdaq:MOTR) today announced it has named Richard Stalzer as its President of Mobile Marketing and Advertising. In his role, Stalzer will dr

January 23, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organiz

January 23, 2012 EX-99.1

Consolidated Financial Statements (Expressed in U.S. dollars) ADENYO INC. Years ended December 31, 2010 and 2009 KPMG LLP Telephone (416) 228-7000 Chartered Accountants Fax (416) 228-7123 Yonge Corporate Centre Internet www.kpmg.ca 4100 Yonge Street

Audited Consolidated Financial Statements of Adenyo Exhibit 99.1 Consolidated Financial Statements (Expressed in U.S. dollars) ADENYO INC. Years ended December 31, 2010 and 2009 KPMG LLP Telephone (416) 228-7000 Chartered Accountants Fax (416) 228-7123 Yonge Corporate Centre Internet www.kpmg.ca 4100 Yonge Street Suite 200 Toronto ON M2P 2H3 Canada INDEPENDENT AUDITORS’ REPORT To the Board of Dire

January 23, 2012 EX-99.2

Unaudited Pro Forma Condensed Combined Financial Statements

Unaudited Pro Forma Condensed Combined Financial Statements Exhibit 99.2 Unaudited Pro Forma Condensed Combined Financial Statements On April 14, 2011, Motricity, Inc. (“Motricity” or “we”) acquired substantially all of the assets of Adenyo Inc. (“Adenyo”) and assumed certain liabilities. See notes to unaudited pro forma condensed combined financial statements for a detailed discussion of the acqu

January 23, 2012 EX-10.1

Release Agreement

Release Agreement between Motricity, Inc. and Charles P. Scullion Exhibit 10.1 Release Agreement AGREEMENT entered into as of this 22nd day of January, 2012 (the “Agreement”) by and between Motricity, Inc., a Delaware corporation with its principal place of business at 601 108th Avenue NE, Suite 800, Bellevue, WA 98004 (the “Company”), and Chuck Scullion (the “Employee”). RECITAL WHEREAS, the Empl

January 23, 2012 8-K/A

Financial Statements and Exhibits - AMENDMENT NO. 3 TO FORM 8-K

Amendment No. 3 to Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 3 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2011 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Juris

January 23, 2012 EX-10.2

Page 1 of 5 Benefits: As a full-time regular employee, you will be eligible for participation in the Company’s benefits plans in accordance with the terms of the respective plan. The cost of participating in the plans (if any) will depend upon the ty

Richard Stalzer Offer Letter Exhibit 10.2 January 12, 2012 PERSONAL AND CONFIDENTIAL Mr. Richard Stalzer 415 Greenwich Street New York, New York 10013 Dear Richard, We are pleased to extend to you this offer of employment with Motricity, Inc. (the “Company”), subject to the completion of reference and background check. This letter explains the details and terms of the employment offer. Position: Y

January 19, 2012 EX-99

Motricity Restructures Operations and Increases Strategic Focus on Mobile Enterprise and Advertising Markets

EX-99 2 newsrelease.htm PRESS RELEASE EXHIBIT 99.1 Motricity Restructures Operations and Increases Strategic Focus on Mobile Enterprise and Advertising Markets Company Exits Asia; Concentrates on North American Carrier Business BELLEVUE, Wash., Jan. 19, 2012 (GLOBE NEWSWIRE) - Motricity (Nasdaq:MOTR) announced today that it has taken significant steps to reorganize the company in order to capitali

January 19, 2012 8-K

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

8-K 1 document.htm FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 14, 2012 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or other jurisd

January 18, 2012 EX-10.36

Page | 1

Software Licence and Maintenance Agreement 0075-10-F08-120361 PT XL Axiata Tbk. and mCore International, Inc. 18 May, 2010 Date: 18 May 2010 Parties 1 PT XL Axiata Tbk. of Jl. Mega Kuningan Lot. E4-7 No. 1, Kawasan Mega Kuningan, Jakarta 12950 – Indonesia (XL) 2 mCore International, Inc. with offices at 601 108th Ave. NE, Suite 800, Bellevue, WA 98004 USA (Supplier) (together referred to as Partie

January 18, 2012 10-Q/A

Quarterly Report - AMENDMENT NO.1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34781

January 18, 2012 EX-10.37

page | 1

System Supply, Integration and Managed Services Agreement 0074-10-C05-120632 PT XL Axiata Tbk.

January 18, 2012 EX-10.35

Schedule 1 - Dictionary | page | 2

Development Work Agreement 0076-10-DWA-120459 PT XL Axiata Tbk. and Motricity, Inc. 18 May, 2010 Date: 18 May 2010 Parties 1 PT XL Axiata Tbk. of Jl. Mega Kuningan Lot. E4-7 No. 1, Kawasan Mega Kuningan, Jakarta 12950 – Indonesia (XL) 2 Motricity, Inc., with offices at 601 108th Ave. NE, Suite 800, Bellevue, Washington 98004 USA (Supplier) (together referred to as Parties and each one as a Party)

January 18, 2012 EX-10.3

Matter Number: AGR-000675-2011

Matter Number: AGR-000675-2011 AMENDMENT NUMBER 10 TO AGREEMENT NUMBER 750-67761-2004 BETWEEN CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS AND MOTRICITY, INC This Amendment Number 10 (“Tenth Amendment”) to the WAP 2.

January 18, 2012 10-K/A

Annual Report - AMENDMENT NO. 2 TO FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

January 10, 2012 CORRESP

-

SEC Response Letter Motricity, Inc. 601 108th Avenue Northeast Suite 800 Bellevue, WA 98004 Page 1 January 9, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attention: Barbara C. Jacobs, Assistant Director Re: Motricity, Inc. File No. 001-34781 Amendment No. 1 to Registration Statement on Form S-3 File No

January 10, 2012 S-1/A

- AMENDMENT NO. 1 TO FORM S-3 ON FORM S-1

Amendment No. 1 to Form S-3 on Form S-1 Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 2012 Registration No. 333-178309 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Motricity, Inc. (Exact name of registrant as specified in its charter) De

January 10, 2012 EX-12.1

- STATEMENT RE COMPUTATION OF RATIOS

Statement re Computation of Ratios Exhibit 12.1 Motricity, Inc. The following table sets forth our ratio of earnings to fixed charges and ratio of combined fixed charges to earnings for the years ended December 31, 2006, 2007, 2008, 2009 and 2010 and the nine months ended September 30, 2011. As earnings are inadequate to cover fixed charges, we have provided the coverage deficiency amounts. Statem

January 9, 2012 8-K/A

Termination of a Material Definitive Agreement - FORM 8K AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2011 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation

January 5, 2012 8-K

Termination of a Material Definitive Agreement - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2011 Motricity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34781 20-1059798 (State or Other Jurisdiction of Incorporation or Organization) (

December 29, 2011 LETTER

LETTER

December 29, 2011 Via E-mail James R. Smith, Jr. President, and Interim Chief Executive Officer Motricity, Inc. 601 108th Ave. Northeast, Suite 800 Bellevue, WA 98004 Re: Motricity, Inc. Registration Statement on Form S-3 Filed December 2, 2011 File No. 333-178309 Form 10-Q for the Quarterly Period Ended September 30, 2011 Filed November 21, 2011 Current Report on Form 8-K/A Dated April 14, 2011 F

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