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S-1/A - S-1/A - MOTRICITY INCd400636ds1a.htm
EX-4.5 - EX-4.5 - MOTRICITY INCd400636dex45.htm
EX-23.3 - EX-23.3 - MOTRICITY INCd400636dex233.htm
EX-99.4 - EX-99.4 - MOTRICITY INCd400636dex994.htm
EX-23.1 - EX-23.1 - MOTRICITY INCd400636dex231.htm
EX-99.3 - EX-99.3 - MOTRICITY INCd400636dex993.htm
EX-99.2 - EX-99.2 - MOTRICITY INCd400636dex992.htm
EX-99.7 - EX-99.7 - MOTRICITY INCd400636dex997.htm
EX-99.1 - EX-99.1 - MOTRICITY INCd400636dex991.htm
EX-23.4 - EX-23.4 - MOTRICITY INCd400636dex234.htm
EX-99.5 - EX-99.5 - MOTRICITY INCd400636dex995.htm
EX-23.2 - EX-23.2 - MOTRICITY INCd400636dex232.htm
EX-99.6 - EX-99.6 - MOTRICITY INCd400636dex996.htm

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 deliver the certificate(s) evidencing the Rights (the “Subscription Rights Certificates(s)”) to the Subscription Agent listed below (the “Subscription Agent”) at or prior to 5:00 p.m., New York City time, on                     , 2012, unless such time is further extended by Motricity as described in the Prospectus (as it may be extended, the “Expiration Date”). Such form must be delivered by hand or sent by fax transmission, first class mail or overnight courier to the Subscription Agent, and must be received by the Subscription Agent on or prior to the Expiration Date.

Payment of the Subscription Price of $0.65 for each unit consisting of 0.02599 shares of Motricity’s 13% Redeemable Preferred Stock and 0.21987 warrants to purchase Motricity’s common stock subscribed for upon exercise of such Rights must be received by the Subscription Agent in the manner specified in the Prospectus at or prior to 5:00 p.m., New York City time, on the Expiration Date even if the Subscription Rights Certificate(s) evidencing such Rights is(are) being delivered pursuant to the Guaranteed Delivery Procedures thereof.

The Subscription Agent is: American Stock Transfer & Trust Company

 

    

Address:

American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, New York 11219

Attn: Corporate Actions

Fax Transmission: 718-234-5001

Telephone number for Confirmation (Toll Free): 877-248-6417 or 718-921-8317

DELIVERY OR TRANSMISSION OF THIS INSTRUMENT OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

For questions regarding the Rights Offering, assistance regarding the method of exercising subscription rights or for additional copies of relevant documents and instructions, please contact the Information Agent by mail or telephone:

 

Phoenix Advisory Partners

  Telephone: (877) 478-5038   (Individuals)

110 Wall Street, 27th Floor

  Telephone: 212-493-3910   (Banks and Brokers)

New York, NY 10005

   

 

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Ladies and Gentlemen:

The undersigned hereby represents that the undersigned is the holder of Subscription Rights Certificate(s) representing [•] Rights and that such Subscription Rights Certificate(s) cannot be delivered to the Subscription Agent at or before 5:00 p.m., New York City time, on the Expiration Date. Upon terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, the undersigned hereby elects to exercise the Subscription Privilege to subscribe for shares of common stock with respect to the Rights represented by such Subscription Rights Certificates(s).

The undersigned understands that payment of the Subscription Price of $0.65 per unit consisting of 0.02599 shares of Motricity’s 13% Redeemable Preferred Stock and 0.21987 warrants to purchase Motricity’s common stock subscribed for must be received by the Subscription Agent at or before 5:00 p.m., New York City time, on the Expiration Date and represents that such payment, in the aggregate amount of $[•] either (check appropriate box):

 

•       is being delivered to the Subscription Agent herewith or,

  

•       has been delivered separately to the Subscription Agent in the manner set forth below (check appropriate box and complete information relating thereto):

  

Uncertified check (Payment by uncertified check will not be deemed to have been received by the Subscription Agent until such check has cleared. Holders paying by such means are urged to make payment sufficiently in advance of the Expiration Date to ensure that such payment clears by such date.)

   ¨

Certified check

   ¨

Bank draft (cashier’s check)

   ¨

Money order

 

Name of Maker:                                                          

 

Date of check, draft or money order:                         

 

Check, draft or money order number:                         

 

Bank or other institution on which

 

Check is drawn or issuer of money order:                     

   ¨

Wire transfer of immediately available funds

   ¨

 

Signature(s)          Address    
Name(s)           
(please type or print)      Area Code and Tel. No.(s)

Subscription Rights Certificates (No(s). (if available)                                                                                  

 

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GUARANTEE OF DELIVERY

(Not to Be Used For Subscription Rights Certificate Signature Guarantee)

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees that the undersigned will deliver to the Subscription Agent the certificates representing the Rights being exercised hereby, with any required signature guarantee and any other required documents, all within three (3) business days after the Expiration Date.

 

      Dated:    
        
(Address)     (Name of Firm)
        
(Area Code and Telephone Number)     (Authorized Signature)

The institution that completes this form must communicate the guarantee to the Subscription Agent and must deliver the Subscription Rights Certificate(s) to the Subscription Agent within the time period shown in the Prospectus, dated                             , of Motricity, Inc. Failure to do so could result in a financial loss to such institution.

 

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