Motricity, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • June 2nd, 2010 • Motricity Inc • Services-business services, nec • New York
Motricity, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) [ ] shares (the “Firm Shares”) of common stock, par value $0.001 per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Stock. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
OFFICE LEASE KEY CENTEROffice Lease • April 26th, 2010 • Motricity Inc • Services-business services, nec • Washington
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between WA—THREE BELLEVUE CENTER, L.L.C., a Delaware limited liability company (“Landlord”), and MOTRICITY, INC., a Delaware corporation (“Tenant”).
Release AgreementRelease Agreement • November 21st, 2012 • Motricity Inc • Services-business services, nec • Delaware
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”).
Second Amended and Restated Wireless Services Agreement between InfoSpace Mobile, Inc. and Cingular Wireless LLCWireless Services Agreement • June 2nd, 2010 • Motricity Inc • Services-business services, nec • New York
MOTRICITY, INC. COMMON STOCK PURCHASE WARRANTMotricity Inc • May 14th, 2010 • Services-business services, nec • North Carolina
This certifies that, for the agreed upon value of $1.00 and for other good and valuable consideration, EASTWARD CAPITAL PARTNERS IV, L.P. or its permitted registered assigns (either, the “Registered Holder”), is entitled, subject to the terms and conditions of this Warrant, to purchase from MOTRICITY, INC., a Delaware corporation (the “Company”), at any time after the date of this Warrant and prior to the Expiration Date (as defined below), up to [ ] shares (subject to adjustment as hereinafter set forth) of the common stock, $0.001 par value per share (the “Common Stock”), of the Company, at a purchase price of Two Dollars and Five Cents ($2.05) per share (as adjusted as hereinafter set forth, the “Purchase Price”), upon the terms and conditions set forth below.
MASTER SERVICES AGREEMENTMaster Services Agreement • June 2nd, 2010 • Motricity Inc • Services-business services, nec • Washington
This cover page and the attached “Master Services Agreement,” and all Exhibits and attachments hereto, and other documents which are incorporated into this agreement by reference and as such terms may evolve and be modified over time (collectively the “Agreement”) describe the relationship between GlobalLogic Inc. (“GlobalLogic”) and the Client identified below (“Client”), regarding the provision of Services by GlobalLogic to Client. This Agreement will become effective when this cover page is executed by both GlobalLogic and Client (the “Effective Date”). GlobalLogic and Client may individually or collectively be called “Party” or “Parties”.
STAND-ALONE NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 2nd, 2010 • Motricity Inc • Services-business services, nec • Delaware
THIS STAND-ALONE NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Motricity, Inc., a company organized in the State of Delaware (the “Company”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 22nd, 2010 • Motricity Inc • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and MOTRICITY, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
PINPOINT NETWORKS, INC. STOCK PURCHASE WARRANTMotricity Inc • May 14th, 2010 • Services-business services, nec • North Carolina
This certifies that, for the agreed upon value of $1.00 and in consideration for that certain Third Loan Modification Agreement, made as of March 26, 2002 (the “Loan Agreement”), and for other good and valuable consideration, SILICON VALLEY BANK or its permitted registered assigns (either, the “Registered Holder”), is entitled, subject to the terms and conditions of this Warrant, to purchase from PINPOINT NETWORKS, INC., a Delaware corporation (the “Company”), at any time after the date of this Warrant and prior to the Expiration Date (as defined below), 70,000 shares of the Company’s Series B Preferred Stock, $0.001 par value per share (the “Warrant Stock”), at a purchase price equal to $0.491855118 per share (as adjusted as hereinafter set forth, the “Purchase Price”), upon the terms and conditions set forth below.
Development Work Agreement 0076-10-DWA-120459Development Work Agreement • January 18th, 2012 • Motricity Inc • Services-business services, nec
ARRANGEMENT AGREEMENT by and among ADENYO INC. - and - ADENYO USA, INC. - and - 7761520 CANADA INC. - and - MOTRICITY, INC. - and - THE OTHER PARTIES HERETO March 12, 2011Arrangement Agreement • March 18th, 2011 • Motricity Inc • Services-business services, nec • New York
MOTRICITY FRANCE SAS, in course of incorporation (en cours de formation) as a French société par actions simplifiée pursuant to French law (“French Buyer”)
Amendment to Loan and Security AgreementLoan and Security Agreement • April 15th, 2011 • Motricity Inc • Services-business services, nec
THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of April 11, 2011 and is by and between SILICON VALLEY BANK (“Bank”) and MOTRICITY, INC. a Delaware corporation (“Borrower”).
Dated as of June 14, 2010Letter Agreement • June 15th, 2010 • Motricity Inc • Services-business services, nec
AMENDMENT NUMBER 10 TO AGREEMENT NUMBER 750-67761-2004 BETWEEN CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS AND MOTRICITY, INCMotricity Inc • January 18th, 2012 • Services-business services, nec
This Amendment Number 10 (“Tenth Amendment”) to the WAP 2.0 Hosting Agreement dated June 24, 2004, as amended by the First Amendment, dated August 31, 2004 and the Second Amendment, dated May 14, 2007, and the Third Amendment, dated November 20, 2007 and the Fourth Amendment, dated November 20, 2007 and the Fifth Amendment, dated June 13, 2009, and the Sixth Amendment dated October 9, 2009, and the Seventh Amendment dated March 29, 2010 and the Eighth Amendment dated June 30, 2010, and the Ninth Amendment dated October 11, 2010 (as amended, the “Agreement”), by and between Motricity, Inc. a Delaware corporation, with offices at 601 108th Avenue NE, Suite 900, Bellevue, WA (“Motricity”) and Cellco Partnership d/b/a Verizon Wireless, a Delaware general partnership, having an office and principal place of business at One Verizon Way, Basking Ridge, NJ 07920 (“Verizon Wireless ”), is made and entered into on and as of the date executed by the last signing Party (“Tenth Amendment Effective
System Supply, Integration and Managed Services Agreement 0074-10-C05-120632 PT XL Axiata Tbk. and Motricity Pte Ltd.Managed Services Agreement • February 28th, 2011 • Motricity Inc • Services-business services, nec
OMNIBUS AMENDMENT AGREEMENTOmnibus Amendment Agreement • March 8th, 2010 • Motricity Inc • Services-business services, nec • Delaware
THIS OMNIBUS AMENDMENT AGREEMENT (this “Agreement”) is made as of January 20, 2010 (the “Effective Date”) by and between Motricity, Inc., a Delaware corporation (“Motricity”), and Advanced Equities, Inc., an Indiana corporation (“AEI”).
SECOND AMENDMENT TO THE APPCENTER SERVICE EXHIBIT NO. 20100607.090.S.002Motricity Inc • November 6th, 2012 • Services-business services, nec
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 the last party signs, (“Second Amendment Effective Date”). Such parties are referred to herein individually as a “Party,” and collectively as the “Parties”.
FORM OF AGREEMENT FOR VICE-PRESIDENTS, SENIOR VICE PRESIDENTS, NAMED EXECUTIVE OFFICERS AND EXECUTIVE OFFICERS OF THE COMPANY] NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE MOTRICITY, INC. 2010 LONG-TERM INCENTIVE PLAN EXECUTIVE GRANTNon-Qualified Stock Option Agreement • May 6th, 2010 • Motricity Inc • Services-business services, nec • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Motricity, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Motricity, Inc. 2010 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • March 13th, 2012 • Motricity Inc • Services-business services, nec • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (“Agreement”) dated as of February 28, 2012 is by and among MOTRICITY, INC., a Delaware corporation (“Borrower”), MCORE INTERNATIONAL, INC., a Washington corporation (“Guarantor”) (Borrower and Guarantor, individually, is each a “Grantor”, and collectively, are the “Grantors”) with and in favor of HIGH RIVER LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, the “Lender”).
PERSONAL AND CONFIDENTIALMotricity Inc • January 22nd, 2010
We are pleased to extend to you this amended and restated confidential offer (“the Employment Agreement”) of a new position with Motricity (the “Company”) at our office located at 601 108th Avenue N.E., Suite 900, Bellevue, WA 98004.
AMENDMENT NUMBER 8 TO AGREEMENT NUMBER 750-67761-2004 BETWEEN CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS AND MOTRICITY, INCMotricity Inc • August 6th, 2010 • Services-business services, nec
This Amendment Number 8 (“Eighth Amendment”) to the WAP 2.0 Hosting Agreement dated June 24, 2004, as amended by the First Amendment, dated August 31, 2004 and the Second Amendment, dated May 14, 2007, and the Third Amendment, dated November 20, 2007 and the Fourth Amendment, dated November 20, 2007 and the Fifth Amendment, dated June 13, 2009, and the Sixth Amendment dated October 9, 2009, and the Seventh Amendment dated March 29, 2010 (as amended, the “Agreement”), by and between Motricity, Inc. a Delaware corporation, with offices at 601 108th Avenue NE, Suite 900, Bellevue, WA (“Motricity”) and Cellco Partnership d/b/a Verizon Wireless, a Delaware general partnership, having an office and principal place of business at One Verizon Way, Basking Ridge, NJ 07920 (“Verizon Wireless “), is made and entered into on and as of the date executed by the last signing Party (“Eighth Amendment Effective Date”).
Dated as of May 5, 2010 Motricity, Inc.Indemnification Agreement • June 7th, 2010 • Motricity Inc • Services-business services, nec • New York
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 22nd, 2010 • Motricity Inc • North Carolina
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of January 1, 2008 (“Effective Date”), is made and entered into by and between MOTRICITY, INC., a Delaware corporation (the “Company”), and RYAN WUERCH (“Executive”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE MOTRICITY, INC. 2010 LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR GRANTRestricted Stock Agreement • August 6th, 2010 • Motricity Inc • Services-business services, nec • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Motricity, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Motricity, Inc. 2010 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
ARRANGEMENT AGREEMENT by and among ADENYO INC. - and - 7761520 CANADA INC. - and - MOTRICITY, INC. - and - MICHAEL ORR, AS SHAREHOLDER REPRESENTATIVE January 30, 2011Arrangement Agreement • February 1st, 2011 • Motricity Inc • Services-business services, nec • Ontario
AND WHEREAS Target wishes to support and facilitate the Arrangement on the terms and subject to the conditions set forth in this Agreement and the Board has concluded that it is in the best interests of Target to consummate the Arrangement, on the terms and subject to the conditions set forth in this Agreement, pursuant to which, inter alia, Parent will acquire through Acquisition Sub all of the outstanding common shares of Target, and the Board has unanimously approved this Agreement and intends to recommend that the Arrangement Resolution be approved by the Shareholders, on the terms and subject to the conditions of this Agreement;
MOTRICITY, INC. THIRD AMENDMENT TO LETTER AGREEMENTLetter Agreement • August 22nd, 2011 • Motricity Inc • Services-business services, nec
THIS THIRD AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made as of August 21, 2011 by and between Motricity, Inc. (the “Company”) and James R. Smith, Jr. (“Executive”).
AMENDMENT NUMBER 9 TO AGREEMENT NUMBER 750-67761-2004 BETWEEN CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS AND MOTRICITY, INCMotricity Inc • November 3rd, 2010 • Services-business services, nec
This Amendment Number 9 (“Ninth Amendment”) to the WAP 2.0 Hosting Agreement dated June 24, 2004, as amended by the First Amendment, dated August 31, 2004 and the Second Amendment, dated May 14, 2007, and the Third Amendment, dated November 20, 2007 and the Fourth Amendment, dated November 20, 2007 and the Fifth Amendment, dated June 13, 2009, and the Sixth Amendment dated October 9, 2009, and the Seventh Amendment dated March 29, 2010 and the Eighth Amendment dated June 30, 2010 (as amended, the “Agreement”), by and between Motricity, Inc. a Delaware corporation, with offices at 601 108th Avenue NE, Suite 900, Bellevue, WA (“Motricity”) and Cellco Partnership d/b/a Verizon Wireless, a Delaware general partnership, having an office and principal place of business at One Verizon Way, Basking Ridge, NJ 07920 (“Verizon Wireless”), is made and entered into on and as of the date executed by the last signing Party (“Ninth Amendment Effective Date”).
Interim Services Agreement (the “Agreement”)Interim Services Agreement • August 25th, 2011 • Motricity Inc • Services-business services, nec • New York
COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • October 15th, 2012 • Motricity Inc • Services-business services, nec • Delaware
This Common Stock Warrant Agreement (this “Agreement”), dated as of October 11, 2012, between Motricity, Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company and having a corporate trust office at 6201 15th Avenue, Brooklyn, New York 11219, as warrant agent (in such capacity, together with any successor appointed pursuant to the terms of this Agreement, the “Warrant Agent”).
MOTRICITY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 22nd, 2010 • Motricity Inc • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 20 , by and between Motricity, Inc., a Delaware corporation (the “Company”, which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and (the “Indemnitee”).
MOTRICITY, INC. FIRST AMENDMENT TO LETTER AGREEMENTLetter Agreement • June 2nd, 2010 • Motricity Inc • Services-business services, nec
THIS FIRST AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made as of May , 2010 by and among Motricity Inc. (the “Company”) and [EXECUTIVE] (“Executive”).
RECITALAgreement Agreement • July 15th, 2011 • Motricity Inc • Services-business services, nec • Delaware
WHEREAS, Director has served as a member of the Board of Directors of the Company (the “Board”) since December 2009 and has recently informed the Board that he is resigning from the Board, effective as of the close of business on July 11, 2011 (the “Resignation Date); and
Software Licence and Maintenance Agreement 0075-10-F08-120361 PT XL Axiata Tbk. and mCore International, Inc.Software Licence And • February 28th, 2011 • Motricity Inc • Services-business services, nec
First Amendment to the System Supply Integration and Managed Services Agreement PT.XL AXIATA, Tbk And PT. MOTRICITY INDONESIA No : A1-0169-10-C05-120704First Amendment • November 21st, 2011 • Motricity Inc • Services-business services, nec
This First Amendment (“Amendment”) is entered into as of 30 June 2011 (“Amendment Effective Date”) by and between PT Motricity Indonesia (“Supplier”) and PT XL Axiata Tbk (“XL”).
MASTER SERVICES AGREEMENT BETWEEN AT&T SERVICES, INC. ON BEHALF OF ITSELF AND ITS AFFILIATES, AND MOTRICITY, INC. AT&T Contract No. 20100607.090.C PROPRIETARY INFORMATION The information contained in this Agreement is not for use or disclosure outside...Proprietary Information • November 3rd, 2010 • Motricity Inc • Services-business services, nec • New York
This Master Service Agreement (“Agreement”), dated as of the 1st day of October, 2010 (the “Effective Date”) is made between AT&T Services, Inc. a Delaware corporation, on behalf of itself and its Affiliates (“AT&T”) and Motricity, Inc., a Delaware corporation, (“Supplier”). Supplier and AT&T may each also be referred to individually as a “Party” or collectively as the “Parties” throughout this Agreement.
