0001193125-10-180190 Sample Contracts

AMENDMENT NUMBER 8 TO AGREEMENT NUMBER 750-67761-2004 BETWEEN CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS AND MOTRICITY, INC
Motricity 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”).

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RESTRICTED STOCK AGREEMENT PURSUANT TO THE MOTRICITY, INC. 2010 LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR GRANT
Restricted 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

AMENDMENT NUMBER 7 TO AGREEMENT NUMBER 750-67761-2004 BETWEEN CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS AND MOTRICITY, INC
Motricity Inc • August 6th, 2010 • Services-business services, nec • Delaware

This Amendment Number 7 (“Seventh 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 (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 but takes retroactive effect to and including March 1, 2010(“Seventh Amendment Effective Date”).

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