0001193125-10-010871 Sample Contracts

OFFICE LEASE KEY CENTER
Office Lease • January 22nd, 2010 • Motricity Inc • 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”).

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Second Amended and Restated Wireless Services Agreement between InfoSpace Mobile, Inc. and Cingular Wireless LLC
Wireless Services Agreement • January 22nd, 2010 • Motricity Inc • New York
LOAN AND SECURITY AGREEMENT
Loan 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:

PERSONAL AND CONFIDENTIAL
Motricity 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.

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment 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”).

MOTRICITY, INC. INDEMNIFICATION AGREEMENT
Indemnification 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. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT October 15,2007
Registration Rights Agreement • January 22nd, 2010 • Motricity Inc • Delaware
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 22nd, 2010 • Motricity Inc • Delaware

This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into as of January 19, 2010 (the “Effective Date”) by and between Ryan Wuerch (“Executive”), an individual, and Motricity, Inc. a Delaware corporation (the “Company”).

PERSONAL AND CONFIDENTIAL
Motricity Inc • January 22nd, 2010

We are pleased to extend to you this revised offer (“the Employment Agreement”) with Motricity (the “Company”) at our offices located at 601 108th Avenue N.E., Suite 900, Bellevue, WA 98004.

MASTER SERVICES AGREEMENT
Master Services Agreement • January 22nd, 2010 • Motricity Inc • 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”.

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • January 22nd, 2010 • Motricity Inc • Delaware

THIS AMENDED AND RESTATED STOCKHOLDERS’ Agreement (the “Agreement”), dated as of October 15, 2007, is by and among Motricity, Inc., a Delaware corporation (the “Company”), PalmGear, Inc., a Tennessee corporation (“PalmGear”), Palm Digital Media, Inc., a Massachusetts corporation (“PDM,” and together with PalmGear, the “Material Subsidiaries”), each of the parties listed on Schedule A attached hereto and made a part hereof (each, a “Common Stockholder” and, collectively, the “Common Stockholders”), each of the parties listed on Schedule B attached hereto and made a part hereof (each, a “Preferred Stockholder” and, collectively, the “Preferred Stockholders”), each of the parties listed on Schedule C attached hereto and made a part hereof (each, an “Employee Stockholder” and, collectively, the “Employee Stockholders”) and M7 Networks Inc., a Delaware corporation (“M7”). As used in this Agreement, the term “Stockholders” includes the Common Stockholders, Preferred Stockholders, Employee St

PERSONAL AND CONFIDENTIAL March 6, 2009 Allyn Hebner Dear Allyn,
Motricity Inc • January 22nd, 2010

We are pleased to extend to you this offer (“the Employment Agreement”) with Motricity (the “Company”) at our office located at 601 108th Avenue N.E., Suite 900, Bellevue, WA 98004.

Master Services Agreement Number TJR031606 Between MOTRICITY, Inc And Cingular Wireless LLC for Media Mall — Storefront
Master Services Agreement • January 22nd, 2010 • Motricity Inc • Georgia
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