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 State of Delaware

 SUBSCRIPTION RIGHTS CERTIFICATE 
 Evidencing Subscription Rights to Purchase Units Consisting of 0.02599 Shares of 13% Redeemable Series J Preferred 
 Stock and 0.21987 Warrants, Each to Purchase one Share of Common Stock of Motricity, Inc. 
 Subscription Price: $0.65 per Unit 
 THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT
EXERCISED ON OR 
 BEFORE 5:00 P.M., NEW YORK CITY TIME, ON
                , 2012, 
 UNLESS EXTENDED
BY THE BOARD OF DIRECTORS OF THE COMPANY 
 REGISTERED 
 OWNER: 

 


 THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the
number of subscription rights set forth above. Each whole subscription right entitles the holder thereof to subscribe for and purchase one unit consisting of 0.02599 shares of 13% Redeemable Series J preferred stock, which is referred to as
“Series J preferred stock,” par value $0.001 per share, and 0.21987 warrants, each to purchase one share of common stock, which are referred to as “common stock warrants,” of Motricity, Inc., a Delaware corporation, at a
subscription price of $0.65 per unit, pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of Subscription Rights
Certificates” accompanying this Subscription Rights Certificate.



 If any units available for purchase in the Rights Offering are not purchased by other
holders of subscription rights pursuant to the exercise of their basic subscription privilege, any rights holder that exercises its basic subscription privilege may exercise its over-subscription privilege and subscribe for a number of unsubscribed
units, pursuant to the terms and conditions of the Rights Offering, subject to proration and certain limitations, as described in the Prospectus. The rights represented by this Subscription Rights Certificate may be exercised by completing Form 1
and any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each unit in accordance with the “Instructions as to Use of Subscription Rights Certificates” that accompany this
Subscription Rights Certificate. 

 

  
 This Subscription
Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar. 
 Witness the
seal of Motricity, Inc. and the signatures of its duly authorized officers. 
 Dated: 

 

			
	 /S/  James R. Smith, Jr
	 	 /S/  Nathan Fong

	President, Chief Executive Officer	 	Chief Financial Officer, Treasurer and
	and Principal Executive Officer	 	Principal Financial Officer

  
 



 







 DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE 

Delivery other than in the manner or to the addresses listed below will not constitute valid delivery. 

American Stock Transfer & Trust Company, LLC 
 Attn: Corporate Actions 
 6201 15th Avenue 

Brooklyn, New York 11219 
 PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY. 
 FORM 1-EXERCISE OF SUBSCRIPTION
RIGHTS 
 To subscribe for units pursuant to your basic subscription privilege, please complete lines (a) and (c) and sign under
Form 4 below. To subscribe for units pursuant to your over-subscription privilege, please also complete line (b) and sign under Form 4 below. To the extent you subscribe for more units than you are entitled under either the basic subscription
privilege or the over-subscription privilege, you will be deemed to have elected to purchase the maximum number of units for which you are entitled to subscribe under the basic subscription privilege or over-subscription privilege, as applicable. To
the extent that you properly exercise your rights for a number of units that exceeds the number of unsubscribed units that are available to you, any excess subscription payments will be returned to you as soon as practicable, without interest or
penalty, following the expiration of the Rights Offering. 
 (a) EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE: 

 

													
	I apply for	 	  
	  	units x $            	  		  	= $	  	  
	  	
		 	(no. of new units)	  	(subscription price)	  		  	(amount enclosed)	  	

 (b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE: 
 If you have exercised your basic subscription privilege and wish to subscribe for additional units pursuant to your over-subscription privilege: 

 

													
	I apply for	  	  
	  	units x $            	  		  	= $	  	  
	  	
		  	(no. of new units)	  	(subscription price)	  		  	(amount enclosed)	  	

 (c) Total Amount of Payment Enclosed = $            

 METHOD OF PAYMENT (CHECK ONE) 
  

	 ̈	Certified or uncertified check payable to “American Stock Transfer & Trust Company, LLC as Subscription Agent.” 


 

	 ̈	Bank draft (cashier’s check) payable to “American Stock Transfer & Trust Company, LLC as Subscription Agent.” 


 

	 ̈	U.S. postal money order payable to “American Stock Transfer & Trust Company, LLC as Subscription Agent.” 


 

	 ̈	Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent, for
purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account # 530-354624 American Stock Transfer FBO Motricity, Inc., with reference to the rights
holder’s name. 

 FORM 2-TRANSFER TO DESIGNATED TRANSFEREE 
 To transfer your subscription rights to another person, complete this Form 2 and have your signature guaranteed under Form 5. 
 For value received             of the subscription rights represented by this Subscription Rights Certificate are assigned to: 

			
	  

	  

		
	    Social Security #	  	  

	     Signature(s):
	  	  


 IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights
Certificate in every particular, without alteration or enlargement, or any other change whatsoever. 
 FORM 3-DELIVERY TO DIFFERENT ADDRESS

 If you wish for shares of Series J preferred stock or common stock warrants underlying your subscription rights to be delivered to an
address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 4 and have your signature guaranteed under Form 5. 

	
	  

	  

	  


 FORM 4-SIGNATURE 
 TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of units indicated above on the terms and conditions specified in
the Prospectus. 
  

			
	 Signature(s):
	  	  


 IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights
Certificate in every particular, without alteration or enlargement, or any other change whatsoever. 
 FORM 5-SIGNATURE GUARANTEE

 This form must be completed if you have completed any portion of Forms 2 or 3. 
 Signature Guaranteed: 
  

			
		  	(Name of Bank or Firm)

 By: 

                         
                                       (Signature 
of Officer) 
 IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings &
loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. 
 FOR INSTRUCTIONS ON THE USE OF MOTRICITY, INC.’S SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT PHOENIX ADVISORY PARTNERS, THE INFORMATION AGENT, AT (877) 478-5038 (FOR INDIVIDUALS) OR 212-493-3910
(FOR BANKS AND BROKERS)