UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



Q	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2012



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-34781

Motricity, Inc.

(Exact name of registrant as specified in its charter)



Delaware		20-1059798
(State of incorporation)		(I.R.S. Employer Identification Number)

601 108th Avenue Northeast

Suite 900

Bellevue, WA 98004

(425) 957-6200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Q Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Q Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	o	Accelerated filer	x

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes Q No

As of November 5, 2012 there were 46,172,337 shares of the registrant's common stock, par value of $0.001 per share, outstanding.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Condensed Consolidated Financial Statements	2
	Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011	3
	Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011	2
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2012 and 2011	4
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2012 and 2011	3
	Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2012 and 2011
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2012 and 2011	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2012 and the year ended December 31, 2011	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2012 and the year ended December 31, 2011	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011	7
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011	6
	Notes to Condensed Consolidated Financial Statements	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1615
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2624
Item 4.	Controls and Procedures	2624
	PART II
Item 1.	Legal Proceedings	2725
Item 1A.	Risk Factors	2725
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4339
Item 3.	Defaults Upon Senior Securities	4339
Item 4.	Mine Safety Disclosures	4339
Item 5.	Other Information	4339
Item 6.	Exhibits	4440
	Signatures	4541

Table of Contents

PART I

Item 1. Condensed Consolidated Financial Statements.

Table of Contents

Motricity, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)

	June 30, 2012			December 31, 2011
	September 30, 2012			December 31, 2011
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	1718,~~580~~977		$	13,066
Restricted short-term investments	~~434~~387			434
Accounts receivable, net of allowance for doubtful accounts of $715 and $905, respectively	18,434			42,521
Accounts receivable, net of allowance for doubtful accounts of $836 and $905, respectively	16,911			42,521
Prepaid expenses and other current assets	43,~~348~~782			5,758
Assets held for sale	—			5,206
Total current assets	40,~~796~~057			66,985
Property and equipment, net	108,~~947~~604			15,440
Goodwill	25,~~238~~436			25,208
Intangible assets, net	98,~~536~~903			10,120
Other assets	1,~~404~~975			359
Total assets	$	8784,~~921~~975		$	118,112
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	1513,~~819~~295		$	34,583
Accrued compensation	54,~~400~~121			5,200
Deferred revenue, current portion	1,800			1,824
Deferred revenue	860			1,824
Other current liabilities	2,864			681
Debt facilities	21,954			—
Other current liabilities	2,581			681
Liabilities held for sale	—			5,120
Total current liabilities	2542,~~883~~811			47,408
Deferred tax liability	~~194~~290			262
Debt facilities	~~21,464~~—			20,531
Other noncurrent liabilities	13			786
Other non-current liabilities	10			786
Total liabilities	4743,~~554~~111			68,987
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.001 par value; 350,000,000 shares authorized; no shares issued and outstanding	—			—
Common stock, $0.001 par value; 625,000,000 shares authorized; 46,163,685 and 46,226,797 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively	46			46
Common stock, $0.001 par value; 625,000,000 shares authorized; 46,156,393 and 46,226,797 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively	46			46
Additional paid-in capital	571,~~226~~951			570,331
Accumulated deficit	(~~530~~529,~~096~~560		)	(519,480		)
Accumulated other comprehensive loss	(~~809~~573		)	(1,772		)
Total stockholders’ equity	4041,~~367~~864			49,125
Total liabilities and stockholders’ equity	$	8784,~~921~~975		$	118,112

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Motricity, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share data and per share amounts)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Revenue	$	2223,~~209~~046		$	2524,~~788~~766		$	4468,~~995~~041		$	5074,~~081~~847
Operating expenses
Direct third-party expenses	54,~~009~~572			4,~~011~~853			1014,~~163~~735			611,~~941~~794
Datacenter and network operations, excluding depreciation	3,~~788~~479			45,~~659~~196			710,~~229~~708			1015,~~742~~938
Product development and sustainment, excluding depreciation	2,~~748~~628			35,~~536~~290			710,~~780~~408			712,~~499~~789
Sales and marketing, excluding depreciation	2,~~486~~771			3,~~741~~950			57,~~011~~782			711,~~188~~138
General and administrative, excluding depreciation	45,~~998~~416			67,~~038~~019			1116,~~296~~712			1219,~~059~~078
Depreciation and amortization	2,~~041~~777			42,~~132~~572			36,~~795~~572			710,~~876~~448
Acquisition transaction and integration costs	—			2,000			—			6,072
Impairment charges	—			139,519			—			139,519
Restructuring	468			129			2,505			375
Acquisition transaction and integration costs	—			(171		)	—			5,901
Total operating expenses	21,538			28,246			47,779			58,752
Restructuring	—			4,465			2,505			4,840
Operating income (loss)	671			(2,458		)	(2,784		)	(8,671		)
Total operating expenses	21,643			172,693			69,422			231,445
Other income (expense), net
Operating income (loss)	1,403			(147,927		)	(1,381		)	(156,598		)
Other income (expense)	(525		)	11			(521		)	26
Other expense, net
Interest and investment income, net	1			—			1			26
Other income (expense)	(281		)	11			(802		)	37
Interest expense	(473		)	—			(934		)	—
Interest and investment income, net	—			1			1			27
Other income (expense), net	(997		)	11			(1,454		)	52
Interest expense	(490		)	(189		)	(1,424		)	(189		)
Loss from continuing operations before income taxes	(326		)	(2,447		)	(4,238		)	(8,619		)
Other expense, net	(771		)	(177		)	(2,225		)	(125		)
Provision (benefit) for income taxes	(160		)	441			(68		)	884
Income (loss) from continuing operations before income taxes	632			(148,104		)	(3,606		)	(156,723		)
Net loss from continuing operations	(166		)	(2,888		)	(4,170		)	(9,503		)
Provision (benefit) for income taxes	96			(6,355		)	28			(5,471		)
Net loss from discontinued operations	(1,765		)	(1,381		)	(6,446		)	(907		)
Net income (loss) from continuing operations	536			(141,749		)	(3,634		)	(151,252		)
Net Loss	$	(1,931	)	$	(4,269	)	$	(10,616	)	$	(10,410	)
Net loss from discontinued operations	—			(32,789		)	(6,446		)	(33,696		)
Net loss from continuing operations per share – basic and diluted	$	—		$	(0.06	)	$	(0.09	)	$	(0.22	)
Net income (loss)	$	536		$	(174,538	)	$	(10,080	)	$	(184,948	)
Net loss from discontinued operations per share – basic and diluted	(0.04		)	(0.03		)	(0.14		)	(0.02		)
Net income (loss) from continuing operations per share – basic and diluted	$	0.01		$	(3.09	)	$	(0.08	)	$	(3.40	)
Net loss per share – basic and diluted	$	(0.04	)	$	(0.09	)	$	(0.23	)	$	(0.24	)
Net loss from discontinued operations per share – basic and diluted	—			(0.71		)	(0.14		)	(0.76		)
Weighted-average common shares outstanding – basic and diluted	46,023,301			45,266,689			46,002,041			43,784,645
Net income (loss) per share – basic and diluted	$	0.01		$	(3.80	)	$	(0.22	)	$	(4.16	)
Weighted-average common shares outstanding – basic	46,083,396			45,877,275			46,029,357			44,489,853
Weighted-average common shares outstanding – diluted	46,087,311			45,877,275			46,029,357			44,489,853
Depreciation and amortization by function
Datacenter and network operations	$	1,~~144~~304		$	21,~~490~~499		$	23,~~119~~423		$	56,~~029~~528
Product development and sustainment	~~264~~527			~~919~~466			~~512~~1,039			1,~~437~~903
Sales and marketing	~~486~~837			~~584~~483			~~878~~1,715			1,~~153~~636
General and administrative	~~147~~109			~~139~~124			~~286~~395			~~257~~381
Total depreciation and amortization	$	2,~~041~~777		$	42,~~132~~572		$	36,~~795~~572		$	710,~~876~~448

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Motricity, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net loss	$	(1,931	)	$	(4,269	)	$	(10,616	)	$	(10,410	)
Net income (loss)	$	536		$	(174,538	)	$	(10,080	)	$	(184,948	)
Realization of cumulative translation adjustment	~~888~~—			—			888			—
Foreign currency translation adjustment	~~(209~~236		)	(~~1,311~~425		)	75311			(1,~~126~~552		)
Other comprehensive income (loss)	~~679~~236			(~~1,311~~425		)	~~963~~1,199			(1,~~126~~552		)
Comprehensive loss	$	(1,252	)	$	(5,580	)	$	(9,653	)	$	(11,536	)
Comprehensive income (loss)	$	772		$	(174,963	)	$	(8,881	)	$	(186,500	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Motricity, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share data)

(unaudited)

	Common Stock				AdditionalPaid-inCapital			AccumulatedDeficit			AccumulatedOtherComprehensiveIncome (Loss)
	Shares		Amount											Total
Balance as of December 31, 2010	40,721,754		$	41	$	467,565		$	(324,088	)	$	46		$	143,564
Net loss	—		—		—			(195,392		)	—			(195,392		)
Other comprehensive loss	—		—		—			—			(1,818		)	(1,818		)
Common stock issued in business acquisition	3,277,002		3		43,351			—			—			43,354
Conversion of redeemable preferred stock to common stock	2,348,181		2		49,861			—			—			49,863
Restricted stock activity	(139,448	)	—		(674		)	—			—			(674		)
Exercise of common stock options and warrants	19,308		—		198			—			—			198
Stock-based compensation expense	—		—		10,030			—			—			10,030
Balance as of December 31, 2011	46,226,797		46		570,331			(519,480		)	(1,772		)	49,125
Net loss	—		—		—			(10,~~616~~080		)	—			(10,~~616~~080		)
Other comprehensive income	—		—		—			—			~~963~~1,199			~~963~~1,199
Restricted stock activity	(6370,~~112~~404	)	—		(1013		)	—			—			(1013		)
Stock-based compensation expense	—		—		~~905~~1,633			—			—			~~905~~1,633
Balance as of June 30, 2012	46,163,685		$	46	$	571,226		$	(530,096	)	$	(809	)	$	40,367
Balance as of September 30, 2012	46,156,393		$	46	$	571,951		$	(529,560	)	$	(573	)	$	41,864

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Motricity, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2012			2011
Cash flows from operating activities
Cash flows from operating activities:
Net loss	$	(10,~~616~~080	)	$	(10184,~~410~~948	)
Loss from discontinued operations	6,446			~~907~~33,696
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	36,~~795~~572			710,~~876~~448
Stock-based compensation expense	~~905~~1,633			48,~~810~~800
Deferred tax liability	~~(68~~28		)	~~875~~(5,481		)
Interest expense	934			—
Impairment charges	—			139,519
Other non-cash adjustments	626			38
Non-cash interest expense	1,424			189
Changes in operating assets and liabilities
Other non-cash adjustments	915			985
Accounts receivable	24,095			(16,292		)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	933			863
Accounts receivable	25,478			(8,191		)
Other long-term assets	—			29
Prepaid expenses and other current assets	1,500			2,216
Accounts payable and accrued expenses	(14,732		)	(1,397		)
Other assets	(421		)	29
Deferred revenue	(77		)	(219		)
Accounts payable and accrued expenses	(18,796		)	690
Net cash provided by (used in) operating activities - continuing operations	12,241			(12,920		)
Deferred revenue	(1,017		)	(263		)
Net cash provided by (used in) operating activities - discontinued operations	(5,516		)	1,041
Net cash provided by (used in) operating activities - continuing operations	13,682			(2,311		)
Net cash provided by (used in) operating activities	6,725			(11,879		)
Net cash used in operating activities - discontinued operations	(5,516		)	(10,830		)
Cash flows from investing activities
Net cash provided by (used in) operating activities	8,166			(13,141		)
Purchase of property and equipment	(935		)	(2,142		)
Cash flows from investing activities:
Capitalization of software development costs	—			(2,306		)
Purchases of property and equipment	(959		)	(3,795		)
Capitalization of software development costs	—			(2,150		)
Payments for business acquisition	—			(48,858		)
Net cash used in investing activities - continuing operations	(935		)	(53,306		)
Proceeds of assets held for sale	95			—
Net cash used in investing activities - discontinued operations	(416		)	(7,849		)
Net cash used in investing activities - continuing operations	(864		)	(54,803		)
Net cash used in investing activities	(1,351		)	(61,155		)
Net cash used in investing activities - discontinued operations	(416		)	(9,541		)
Cash flows from financing activities
Net cash used in investing activities	(1,280		)	(64,344		)
Prepaid offering costs	(976		)	—
Cash flows from financing activities:
Cash paid for tax withholdings on restricted stock	(24		)	(3,067		)
Proceeds from debt facilities	—			29,967
Restricted short-term investments	—			335
Repayments of debt facilities	—			(10,000		)
Prepaid rights offering costs	(1,125		)	—
Cash paid for tax withholdings on restricted stock	(30		)	(3,311		)
Restricted short-term investments	47			(99		)
Proceeds from exercise of common stock options	—			199
Other financing activity	—			379
Net cash used in financing activities - continuing operations	(1,000		)	(2,154		)
Net cash provided by (used in) financing activities - continuing operations	(1,108		)	17,135
Effect of exchange rate changes on cash and cash equivalents	(1926		)	(~~353~~424		)
Net increase (decrease) in cash and cash equivalents	45,~~355~~752			(7560,~~541~~774		)
Cash and cash equivalents at beginning of period	13,066			78,519
Cash reclassified to assets held for sale at beginning of period	159			—
Cash and cash equivalents at end of period	$	17,580		$	2,978
Cash reclassified to assets held for sale at end of period	—			(619		)
Cash and cash equivalents at end of period	$	18,977		$	17,126
Supplemental schedule of cash flow information:
Common stock issued in business acquisition	$	—		$	43,354
Conversion of redeemable preferred stock to common stock	$	—		$	49,863

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Motricity, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except share data and per share amounts)

1. Organization

Motricity, Inc. ("Motricity" or the "Company") is a provider of mobile data solutions serving mobile operators, consumer brands and enterprises, and advertising agencies. Our software as a service ("SaaS") based platform enables our customers to implement marketing, merchandising, commerce, and advertising solutions to engage with their target customers and prospects through mobile devices. Our integrated solutions span mobile optimized websites, mobile applications, mobile merchandising and content management, mobile messaging, mobile advertising and predictive analytics. Our solutions allow our customers to drive loyalty, generate revenue and ~~reengineer~~re-engineer business processes to capture the advantages of a mobile enabled customer base. Our predictive analytics capabilities drives relevant and targeted consumer experiences that drive brand awareness and interaction for our customers.

On April 14, 2011, we acquired substantially all of the assets of Adenyo Inc. (“Adenyo”) and its subsidiaries and assumed certain of Adenyo's liabilities (including those of its subsidiaries), pursuant to an Arrangement Agreement, dated as of March 12, 2011, by and among Adenyo ~~Inc.~~, Motricity Canada Inc. (formerly 7761520 Canada Inc.), Motricity, ~~Inc.~~ and the other parties thereto.

In the first quarter of 2012, we decided to exit our business in India and the Asia Pacific region. This decision was based on the resources and cost associated with these operations, the intensified competition in the region and our decision to streamline our operations and focus on our mobile marketing and advertising and enterprise business, while at the same time recommitting some of our resources to our North American carrier operations.

Additionally, as a part of our new strategic path and a reduction in the actual and anticipated performance of ~~the~~our subsidiaries, we decided to divest of our subsidiaries located in France and the Netherlands. The France subsidiary was acquired in 2011 as a part of our business combination with Adenyo. The Netherlands subsidiary was acquired in 2007 as a part of our business combination with ~~Infospace~~InfoSpace ~~in 2007~~Mobile. We completed the divestitures of ~~the~~our France and Netherlands subsidiaries in May 2012. The costs associated with the divestitures of these subsidiaries were minimal.

While we believe that the exit from these international operations will have a positive effect on our profitability in the long term, there is no assurance that this will be the case, or that we will be able to generate significant revenues from our other customers or from our mobile marketing and advertising and enterprise business. As of January 1, 2012, all of the operations related to India, the Asia Pacific region, our France subsidiary, and our Netherlands subsidiary are reported as discontinued operations in the condensed consolidated financial statements. The prior period operations related to these entities have also been reclassified as discontinued operations retrospectively for all periods presented.

On February 28, 2012, we amended our term loan from High River Limited Partnership ("High River") to, among other things, extend its maturity date to August 28, 2013,. On ~~and on~~ May 10, 2012, we further amended the term loan by adding a $5,000 revolving ~~loan~~credit facility from High River. WeNo ~~are required to repay any advance thereunder within 60 days of such advance or, if earlier, when the term loan becomes due pursuant to its terms. The annual interest rate on the~~ amounts ~~borrowed~~were ~~pursuant~~drawn tounder the revolving ~~loan~~credit isfacility ~~15%,~~and ~~which~~it ~~amount~~was ~~will~~terminated ~~increase~~upon ~~by 2% at~~ the ~~time~~closing of ~~any~~the ~~event~~rights ofoffering ~~default~~on ~~under~~October 11, ~~our~~2012, ~~term~~as ~~loan. No~~discussed ~~amounts are currently outstanding under the revolving loan facility~~below. See Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources. High River is beneficially owned by Mr. Carl C. Icahn, a beneficial holder, as of ~~August~~November 65, 2012, of approximately 1630.57% of our outstanding shares of common stock and of approximately 95.5% of our Series J preferred stock. Mr. Brett C. Icahn, a director of the Company, is the son of Mr. Carl C. Icahn, and Mr. Hunter C. Gary, a director of the Company, is married to Mr. Carl C. Icahn's wife's daughter. The term loan as amended with High River was unanimously approved by a committee comprised of disinterested directors of the Company's Board of Directors.

If we are unable to meet the performance commitments under our revenue contracts or effectively enforce or accurately and timely bill and collect for contracts with our customers, it may have an adverse impact on our cash flow and liquidity. At ~~June~~September 30, 2012, $42,~~169~~092 of accounts receivable related to our messaging business, of which $31,~~421~~884 will be used to pay outstanding accounts payable balances. Independent of the messaging business, $3,~~995~~688 was included in accounts receivable but was not billed until ~~July~~October 2012.

WeOn ~~believe~~July ~~that~~24, ~~our~~2012, ~~future~~we ~~cash~~launched ~~flow~~a ~~from~~rights ~~operations~~offering ~~and~~pursuant ~~available~~to ~~cash~~which ~~and~~we ~~cash~~distributed ~~equivalents~~to ~~will~~holders beof ~~sufficient~~our tocommon ~~meet~~stock ~~our~~at ~~liquidity~~the ~~needs~~close of business on July 23, 2012 one transferable subscription right for ~~the~~every ~~next~~one 12share ~~months~~of common stock owned as of that date. Each ~~However~~subscription right, ~~this~~subject ~~may~~to ~~not~~certain belimitations, entitled the ~~case,~~holder ~~our~~thereof ~~longer-term~~to ~~liquidity~~subscribe ~~and~~for ~~ability~~units toconsisting ~~execute~~of onshares of

Table of Contents

Motricity, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except share data and per share amounts)

our ~~longer~~13% ~~term~~Series J ~~business~~preferred ~~plan~~stock isand ~~contingent~~warrants onto ~~our~~purchase ~~ability~~common tostock, ~~raise~~at ~~additional~~a ~~capital,~~subscription ~~including~~price inof ~~the~~$0.65 per unit. The rights offering ~~currently~~was infully ~~progress~~subscribed and onwe ~~our~~received ~~not~~approximately ~~experiencing~~$28,000 ~~any~~in ~~events~~net ~~that~~proceeds ~~may~~upon ~~accelerate~~ the ~~payment~~closing of ~~amounts~~the ~~outstanding~~rights ~~under~~offering ~~our~~on ~~term~~October 11, ~~loan and revolving credit facility~~2012. We ~~are~~intend ~~required~~ to use the net proceeds from ~~our~~this rights offering tofor ~~repay~~general ~~any~~corporate ~~amount~~and ~~outstanding~~working ~~under~~capital ~~our revolving loan facility, but not our term loan~~purposes. ~~Our~~ ~~ability~~Those topurposes ~~fund our capital needs also depends on our future operating performance, our ability to successfully realign our costs and strategic path, the effect of any financing alternatives we~~ may ~~pursue~~include ~~and our ability to meet financial covenants under~~ any ~~indebtedness~~acquisitions we may ~~incur~~pursue. We ~~may~~have ~~also~~no ~~need~~current toplans ~~raise additional capital~~ to ~~execute~~pursue ~~our~~any ~~longer~~specific ~~term business plan~~acquisition.

We ~~cannot~~believe ~~assure~~ that ~~sufficient~~our ~~capital~~future ~~(including~~cash flow from ~~the~~operations ~~rights~~and ~~offering~~available ~~currently~~cash inand ~~progress)~~cash equivalents will be ~~available~~sufficient onto ~~acceptable~~meet ~~terms,~~our ifliquidity atneeds ~~all,~~for orthe ~~that~~next we12 ~~will~~months, ~~generate~~but ~~sufficient~~this ~~funds~~may ~~from~~not ~~operations~~be tothe ~~repay~~case. Our ~~amounts outstanding under our~~ longer-term ~~loan~~liquidity and ~~revolving~~ability ~~credit facility when due or~~ to ~~adequately~~execute ~~fund~~on our longer term ~~operating~~business ~~needs.~~plan Ifis wecontingent ~~are~~on ~~unable~~our ability to raise ~~sufficient funds, we may need to implement~~ additional ~~cost~~capital ~~reduction measures~~ and ~~explore~~on ~~other~~our ~~sources~~not toexperiencing ~~fund~~any ~~our~~events ~~longer~~that ~~term~~may ~~business~~accelerate ~~needs~~the ~~and~~payment ~~repay~~of amounts outstanding under our term loan ~~and~~or ~~revolving~~give ~~credit~~rise ~~facility when due. Our failure~~ to ~~do so could result in, among other things,~~ a ~~default~~mandatory ~~under~~redemption ~~our term loan and revolving credit facility, loss~~ of our ~~customers~~Series J ~~and~~preferred ~~a loss of our stockholders' entire investment~~stock. Our ability to ~~meet~~fund our ~~liquidity~~capital needs ~~or raise additional funds may~~ also bedepends ~~impacted~~on byour ~~the~~future ~~legal~~operating ~~proceedings~~performance, weour ~~are~~ability ~~subject~~ to assuccessfully ~~described~~realign inour ~~more~~costs ~~detail~~and ~~below.~~strategic ~~Our~~path, ~~operating~~the ~~performance~~effect ~~may~~of ~~also~~any befinancing ~~affected~~alternatives bywe ~~risks~~may pursue and ~~uncertainties~~our ~~discussed~~ability into ~~Part~~meet ~~II,~~financial ~~Item~~covenants 1Aunder -any ~~Risk~~indebtedness ~~Factors.~~we ~~These risks and uncertainties~~ may ~~also adversely affect our short and long-term liquidity~~incur.

We cannot assure that sufficient capital will be available on acceptable terms, if at all, or that we will generate sufficient funds from operations to repay amounts outstanding under our term loan when due or to adequately fund our longer term operating needs. If we are unable to raise sufficient funds, we may need to implement additional cost reduction measures and explore other sources to fund our longer term business needs and repay amounts outstanding under our term loan when due. Our failure to do so could result in, among other things, a default under our term loan, loss of our customers and a loss of our stockholders' entire investment. Our ability to meet our liquidity needs or raise additional funds may also be adversely affected by the legal proceedings we are subject to as described in more detail below. Our operating performance may also be affected by risks and uncertainties discussed in Part II, Item 1A - Risk Factors. These risks and uncertainties may also adversely affect our short and long-term liquidity.

2. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and ~~our~~its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in ~~the~~our ~~Motricity, Inc.~~ Annual Report ~~filed~~ on Form 10-K for the year ended December 31, 2011 and our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 25, 2012. That Current Report contains our financial statements recast to present certain information as discontinued operations, and to retroactively apply FASB Accounting Standards Update No. 2011-05 to include a new separate consolidated statement of comprehensive income (loss).

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q for interim financial reporting pursuant to the rules and regulations of the ~~Securities and Exchange Commission (“~~SEC”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the results of the interim period, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements.

The results of operations for the ~~six~~three and nine months ended ~~June~~September 30, 2012 are not necessarily indicative of the results to be expected for the full year or for any other period.

Reclassifications

In the first quarter of 2012, we commenced the exit of our operations in India, the Asia Pacific region, France and the Netherlands. As of January 1, 2012, all of the operations related to these regions, as well as the resulting loss recognized from the exit activity, is reported as discontinued operations in the condensed consolidated financial statements. We have also reported retrospectively the prior period operations related to these entities as discontinued operations. Additionally, the assets and liabilities related to France and the Netherlands have been classified as held for sale inon the condensed consolidated balance sheet as of December 31, 2011. See Note 3 - Discontinued Operations for more information.

~~Lease Termination~~8

Effective June 20, 2012, we entered into a lease termination agreement with the landlord for our headquarters located in Bellevue, Washington. We will surrender 1/3 of our leased office space on December 31, 2012 and the remaining 2/3 of leased office space on January 31, 2013. We have accelerated the depreciable period that our leasehold improvements and other office equipment to correspond with the lease termination dates. We are considering various options for a new location for our

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Motricity, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except share data and per share amounts)

~~headquarters~~Impairment ~~following the lease termination dates.~~ Charges

Based on a combination of factors and developments in 2011, we determined that our goodwill and certain finite lived tangible and intangible assets were likely impaired. As a result of an impairment test performed as of July 31, 2011, we recorded an estimated impairment charge in the third quarter of 2011 and finalized the estimate during the fourth quarter. In the fourth quarter of 2011, we performed our annual impairment test, which resulted in no additional impairment.

Lease Termination

Effective June 20, 2012, we entered into a lease termination agreement with the landlord for our headquarters located in Bellevue, Washington. We will surrender 1/3 of our leased office space on December 31, 2012 and the remaining 2/3 of leased office space on January 31, 2013. We have accelerated the depreciable period of our leasehold improvements and other office equipment to correspond with the lease termination dates. We recently signed a lease agreement for a new headquarters located in Bellevue, Washington and are planning to relocate to those premises on January 2, 2013.

Goodwill

Goodwill represents the excess of the purchase price of an acquired enterprise or assets over the fair value of the identifiable net assets acquired. In the first quarter of 2012, we allocated a total of $720 of our goodwill balance to our France and Netherlands subsidiaries that were considered held for sale. We have reclassified the amount on the condensed consolidated balance sheet to reflect this allocation. See Note 4 - Goodwill for more information.

Accumulated Other Comprehensive Loss

Comprehensive income (loss) includes net income (loss) as currently reported under U.S. GAAP and other comprehensive income (loss). Other comprehensive income (loss) considers the effects of additional economic events, such as foreign currency translation adjustments, that are not required to be recorded in determining net income (loss), but rather are reported as a separate component of stockholders’ equity. In the first quarter of 2012, we elected to present comprehensive income (loss) in two consecutive statements. See our condensed consolidated statement of comprehensive income (loss) for details.

Fair Value of Financial Instruments

As of ~~June~~September 30, 2012 and December 31, 2011, we had ~~$17,580~~cash and ~~$13,066~~cash equivalents of ~~cash~~$18,977 and ~~cash equivalents~~$13,066, respectively, and ~~$434 of~~ restricted short-term investments ~~for~~of ~~both~~$387 ~~periods~~and $434, respectively. Restricted short-term investments were evaluated using quoted market prices (Level 1) to determine their fair value. In addition, the carrying amount of certain financial instruments, including accounts receivable, accounts payable and accrued expenses approximates fair value due to their short maturities. The carrying value of our ~~long term~~ debt approximates the fair value due to the close proximity of the date of the loan and loan amendments to ~~June~~ September 30, 2012.

Recent Accounting Pronouncements

There are no recently issued accounting standards that we expect to have a material effect on our financial condition, results of operations or cash flows.

3. Discontinued Operations

On December 31, 2011, we agreed to terminate our relationship with PT XL Axiata Tbk (“XL”), at XL's request. The termination followed negotiations relating to the continued business relationship among us and XL and XL's indication that it wished to exit its relationship with us. Several agreements pursuant to which we provided XL with mobile data and related services in Indonesia were terminated. In connection with this termination and as a result of the review of our strategic path, we also decided to increase our focus on our mobile marketing and advertising and enterprise business and re-evaluate our international carrier business. As part of this process, we decided to exit our business in India and the Asia Pacific region. The decision to exit the business in India and the Asia Pacific region was based on the resources and costs associated with these operations, the intensified competition in the region and our decision to streamline our operations and focus on our mobile marketing and advertising and enterprise business, while at the same time recommitting some of our resources to our North American carrier operations. In connection with this exit, we have terminated all of our employees and closed down our offices in Singapore, Malaysia, Indonesia, and India and our data center in India and incurred other costs associated with legal, accounting, and tax support. WeAs ~~disposed~~ of June 30, 2012, we have substantially liquidated all assets and liabilities associated with our subsidiaries in India and the Asia Pacific region ~~as of June 30, 2012~~. ~~Substantially, all remaining exit costs are expected to be incurred as cash expenditures.~~

Additionally, as a part of our new strategic path and a reduction in the actual and anticipated performance of the subsidiaries, we decided to sell our subsidiaries located in France and the Netherlands. The costs associated with the sale of these subsidiaries were minimal and, we recorded a net loss on sale of subsidiaries of $375 during the three and six months ended June 30, 2012. 9

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Motricity, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except share data and per share amounts)

~~Discontinued~~Additionally, ~~operations~~as ona part of our new strategic path and a reduction in the ~~condensed~~actual ~~consolidated~~and ~~statement~~anticipated performance of ~~operations~~certain ~~for~~subsidiaries, we sold our subsidiaries located in France and the ~~three~~Netherlands. The costs associated with the sale of these subsidiaries were minimal and we recorded a net loss on sale of subsidiaries of $375 during the nine months ended ~~June~~September 30, 2012. ~~is as follows:~~

	Three Months Ended June 30, 2012
	France Subsidiary			Netherlands Subsidiary			India and the Asia Pacific Region			Total
Revenue	$	—		$	190		$	—		$	190
Operating income (loss)	(246		)	(6		)	(691		)	(943		)
Loss on disposal of assets and liabilities	—			—			(77		)	(77		)
Gain (loss) on sale of subsidiary	318			(693		)	—			(375		)
Gain (loss) on realization of cumulative translation adjustment	140			128			(898		)	(630		)
Pre-tax income (loss)	212			(571		)	(1,666		)	(2,025		)
Benefit for taxes	—			—			(260		)	(260		)
Net income (loss) from discontinued operations	$	212		$	(571	)	$	(1,406	)	$	(1,765	)

There were no discontinued operations for the three months ended September 30, 2012. Discontinued operations on the condensed consolidated statement of operations for the three months ended September 30, 2011 is as follows:

Discontinued operations on the condensed consolidated statement of operations for the three months ended June 30, 2011 is as follows:



	Three Months Ended September 30, 2011
	France Subsidiary			Netherlands Subsidiary		India and the Asia Pacific Region			Total
Revenue	$	1,423		$	769	$	3,371		$	5,563
Operating income (loss)	(12,609		)	31		(21,931		)	(34,509		)
Pre-tax income (loss)	(12,616		)	30		(21,921		)	(34,507		)
Benefit for income taxes	(1,718		)	—		—			(1,718		)
Net income (loss) from discontinued operations	$	(10,898	)	$	30	$	(21,921	)	$	(32,789	)

	Three Months Ended June 30, 2011
	France Subsidiary			Netherlands Subsidiary			India and the Asia Pacific Region			Total
Revenue	$	1,396		$	642		$	6,800		$	8,838
Operating loss	(1,456		)	(165		)	(29		)	(1,650		)
Pre-tax loss	(1,456		)	(172		)	(28		)	(1,656		)
Provision for taxes	(409		)	—			134			(275		)
Net loss from discontinued operations	$	(1,047	)	$	(172	)	$	(162	)	$	(1,381	)

Discontinued operations on the condensed consolidated statement of operations for the nine months ended September 30, 2012 is as follows:

Discontinued operations on the condensed consolidated statement of operations for the six months ended June 30, 2012 is as follows:



	Nine Months Ended September 30, 2012
	France Subsidiary			Netherlands Subsidiary			India and the Asia Pacific Region			Total
Revenue	$	658		$	835		$	—		$	1,493
Operating income (loss)	(387		)	10			(4,409		)	(4,786		)
Loss on disposal of assets and liabilities	—			—			(876		)	(876		)
Gain (loss) on sale of subsidiary	318			(693		)	—			(375		)
Gain (loss) on realization of cumulative translation adjustment	140			128			(898		)	(630		)
Pre-tax income (loss)	71			(555		)	(6,183		)	(6,667		)
Benefit for income taxes	—			—			(221		)	(221		)
Net income (loss) from discontinued operations	$	71		$	(555	)	$	(5,962	)	$	(6,446	)

	Six Months Ended June 30, 2012
	France Subsidiary			Netherlands Subsidiary			India and the Asia Pacific Region			Total
Revenue	$	658		$	835		$	—		$	1,493
Operating income (loss)	(387		)	10			(4,409		)	(4,786		)
Loss on disposal of assets and liabilities	—			—			(876		)	(876		)
Gain (loss) on sale of subsidiary	318			(693		)	—			(375		)
Gain (loss) on realization of cumulative translation adjustment	140			128			(898		)	(630		)
Pre-tax income (loss)	71			(555		)	(6,183		)	(6,667		)
Benefit for taxes	—			—			(221		)	(221		)
Net income (loss) from discontinued operations	$	71		$	(555	)	$	(5,962	)	$	(6,446	)

Discontinued operations on the condensed consolidated statement of operations for the nine months ended September 30, 2011 is as follows:



	Nine Months Ended September 30, 2011
	France Subsidiary			Netherlands Subsidiary			India and the Asia Pacific Region			Total
Revenue	$	2,818		$	2,096		$	17,407		$	22,321
Operating loss	(14,067		)	(441		)	(21,031		)	(35,539		)
Pre-tax loss	(14,073		)	(450		)	(21,034		)	(35,557		)
Provision (benefit) for income taxes	(2,127		)	—			266			(1,861		)
Net loss from discontinued operations	$	(11,946	)	$	(450	)	$	(21,300	)	$	(33,696	)

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Motricity, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except share data and per share amounts)

Discontinued operations on the condensed consolidated statement of operations for the six months ended June 30, 2011 is as follows:

	Six Months Ended June 30, 2011
	France Subsidiary			Netherlands Subsidiary			India and the Asia Pacific Region		Total
Revenue	$	1,396		$	1,327		$	14,036	$	16,759
Operating income (loss)	(1,456		)	(472		)	901		(1,027		)
Pre-tax income (loss)	(1,456		)	(480		)	886		(1,050		)
Provision for taxes	(409		)	—			266		(143		)
Net income (loss) from discontinued operations	$	(1,047	)	$	(480	)	$	620	$	(907	)

Assets and liabilities held for sale for the France and Netherlands subsidiaries on the condensed consolidated balance sheets at December 31, 2011 consist of the following:

	December 31, 2011
Assets held for sale:
Cash	$	159
Accounts receivable, net of allowance for doubtful accounts	2,864
Prepaid expenses and other current assets	339
Property and equipment, net	975
Goodwill	720
Other assets	149
Total assets held for sale	$	5,206
Liabilities held for sale:
Accounts payable and accrued expenses	$	2,797
Accrued compensation	756
Deferred revenue, current portion	257
Deferred revenue	257
Other current liabilities	464
Debt facilities	846
Total liabilities held for sale	$	5,120

4. Goodwill

The changes in the carrying amount of goodwill for the ~~six~~nine months ended ~~June~~September 30, 2012 are as follows:

Goodwill balance as of December 31, 2011	$	25,~~928~~208
Goodwill disposed of with the sales of our France and Netherlands subsidiaries	(720		)
Effect of foreign currency translation	30948
Goodwill balance as of June 30, 2012	$	25,238
Goodwill balance as of September 30, 2012	$	25,436

During the first quarter of 2012, we decided to sell our subsidiaries located in the Netherlands and France. We allocated goodwill to each of these subsidiaries based on relative fair value of net assets. We completed the sales of the Netherlands and France subsidiary in May 2012 and used the sale price to calculate the relative fair value in order to determine the allocation of goodwill. The total goodwill allocated to the Netherlands and France subsidiaries iswas $720. See Note 3 - Discontinued Operations for further information.

12A portion of the remaining goodwill balance is denominated in Canadian dollars. The effect of foreign currency translation of $948 is the result of the change in the value of the U.S. dollar and the value of the Canadian dollar from December 31, 2011 to September 30, 2012.

5. Restructuring

During 2011, in anticipation of the synergies associated with our acquisition of Adenyo, we initiated a restructuring plan in Europe in February 2011. This resulted in a reduction in workforce and a $4,840 restructuring charge during the nine months ended September 30, 2011 primarily related to involuntary termination benefits related to the elimination of redundant functions and positions. Specifically, restructuring activity in the third quarter of 2011 included the termination of the chief executive officer, chief financial officer, chief development officer, and general counsel. Similar restructuring activity continued throughout the remainder of 2011.

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Motricity, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except share data and per share amounts)

benefits. A portion of the ~~remaining~~restructuring ~~goodwill~~charges ~~balance~~related isto ~~denominated~~this inaction ~~Canadian~~are ~~dollars.~~included ~~The~~in ~~effect~~discontinued ofoperations ~~foreign~~and ~~currency~~$2,505 ~~translation~~is ofincluded ~~$30~~in isRestructuring on the ~~result~~condensed ofconsolidated ~~the~~statement ~~change~~of inoperations ~~the~~for ~~value~~charges ofincurred in the U.S. As ~~dollar~~of ~~and~~September 30, ~~the~~2012, ~~value~~restructuring charges of ~~the~~$29 ~~Canadian~~that ~~dollar~~were ~~from~~committed ~~December 31~~to, ~~2011~~but tonot ~~June 30~~yet paid, ~~2012~~are included in Accrued compensation on the condensed consolidated balance sheets. These benefits were paid in October 2012.

The following table reconciles restructuring charges related to continuing operations with the associated liabilities:

5. Restructuring



	Involuntary Termination Benefits			Office Relocation Costs			Other Costs, Primary Lease Obligations			Total
Balance as of December 31, 2010	$	56		$	—		$	226		$	282
Restructuring charges	5,153			—			(196		)	4,957
Utilization	(4,336		)	—			(30		)	(4,366		)
Balance as of December 31, 2011	873			—			—			873
Restructuring charges	2,447			48			10			2,505
Utilization	(3,291		)	(48		)	(10		)	(3,349		)
Balance as of September 30, 2012	$	29		$	—		$	—		$	29

During 2011, in anticipation of the synergies associated with our acquisition of Adenyo, we initiated a restructuring plan in Europe in February 2011. This resulted in a reduction in workforce and a $375 restructuring charge in the six months ended June 30, 2011 primarily related to involuntary termination benefits related to the elimination of redundant functions and positions. Similar restructuring activity continued throughout the remainder of 2011, specifically the third quarter of 2011 included the termination of the chief executive officer, chief financial officer, chief development officer and general counsel.

During the first quarter of 2012, as a part of the overall realignment of our strategic path, the exit from India and the Asia Pacific region and the decision to sell our France and Netherlands subsidiaries, we initiated another restructuring plan. As a result of this restructuring plan, we implemented a reduction in force and incurred costs related to involuntary termination benefits. A portion of the restructuring charges related to this action are included in Discontinued operations and $2,505 is included in Restructuring in the condensed consolidated statement of operations for charges incurred in the U.S. Restructuring charges of $283 that have been committed to but not yet paid, are included in Accrued compensation in the condensed consolidated balance sheets. We expect to pay these benefits by October 31, 2012.

	Involuntary Termination Benefits			Office Relocation Costs			Other Costs, Primary Lease Obligations			Total
Balance as of December 31, 2010	$	56		$	—		$	226		$	282
Restructuring charges	5,153			—			(196		)	4,957
Utilization	(4,336		)	—			(30		)	(4,366		)
Balance as of December 31, 2011	873			—			—			873
Restructuring charges	2,447			48			10			2,505
Utilization	(3,037		)	(48		)	(10		)	(3,095		)
Balance as of June 30, 2012	$	283		$	—		$	—		$	283

6. Debt Facilities

Term Loan

We entered into a $20,000 term loan with High River on September 16, 2011, and subsequently amended the terms on November 14, 2011 and on February 28, 2012. The term loan accrues interest at 9% per year, which is paid-in-kind quarterly through capitalizing interest and adding it to the principal balance. It is secured by a first lien on substantially all of our assets and is guaranteed by two of our subsidiaries, mCore International and Motricity Canada. On May 10, 2012, we further amended the term loan, by adding a $5,000 revolving ~~loan~~credit facility from High River. WeNo ~~are required to repay any advance thereunder within 60 days of such advance or, if earlier, when the term loan becomes due pursuant to its terms. The annual interest rate on the~~ amounts ~~borrowed~~were ~~pursuant~~drawn tounder the revolving ~~loan~~credit isfacility ~~15%~~and ~~per~~it ~~year,~~was ~~which~~terminated ~~amount~~upon ~~will increase by 2% at~~ the ~~time~~closing of ~~any~~the ~~event~~rights ofoffering ~~default~~on ~~under~~October 11, ~~our term loan~~2012. ~~No amounts are currently outstanding under the revolving loan facility.~~ The principal and interest of the term loan are due and payable at maturity on August 28, 2013. The term loan provides High River with a right to accelerate the payment of the term loan if, among other things, we experience an ownership change (within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended ("Code")) that (i) results in a substantial limitation on our ability to use our net operating loss carryforwards and related tax benefits or (ii) if the shares of our Series J preferred stock issued in the rights offering or any other preferred stock we may issue become redeemable at the option of the holders or (iii) if we are required to pay the liquidation preference for such shares. Subject to certain limited exceptions, the term loan is subject to mandatory prepayment (without premium or penalty) from the net proceeds of corporate transactions, including dispositions of assets outside of the ordinary course of business or the issuance of additional debt or equity securities (other than the rights offering ~~currently~~that inclosed ~~progress~~on October 11, 2012). The term loan contains certain restrictive covenants, with which we were in full compliance as of September 30, 2012. The principal and accrued interest balances as of September 30, 2012 were $20,000 and $1,954, respectively, and are classified as a current liability on the condensed consolidated balance sheet.

13High River is beneficially owned by Mr. Carl C. Icahn, a beneficial holder, as of November 5, 2012, of approximately 30.7% of our outstanding shares of common stock and of approximately 95.5% of our Series J preferred stock. Mr. Brett C. Icahn, a director of the Company, is the son of Mr. Carl C. Icahn, and Mr. Hunter C. Gary, a director of the Company, is married to Mr. Carl C. Icahn's wife's daughter. The term loan as amended with High River was unanimously approved by a committee comprised of disinterested directors of the Company's Board of Directors.

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Motricity, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except share data and per share amounts)

~~certain restrictive covenants, with which we were in full compliance as of June 30, 2012~~7. ~~The~~ Net ~~principal~~Income ~~and~~(Loss) ~~accrued~~Per ~~interest~~Share ~~balances as of June 30, 2012 were $20,000 and $1,464, respectively.~~

~~High~~The ~~River~~following istable ~~beneficially~~sets ~~owned~~forth ~~by Mr. Carl C. Icahn, a beneficial holder, as of August 6, 2012, of approximately 16.5% of our outstanding shares of common stock. Mr. Brett C. Icahn, a director of~~ the ~~Company,~~computation ~~is the son~~ of ~~Mr.~~basic ~~Carl C. Icahn,~~ and ~~Mr.~~diluted ~~Hunter~~net C.income ~~Gary,~~(loss) aper ~~director~~share offor the ~~Company,~~period is married to Mr. Carl C. Icahn's wife's daughter. The term loan as amended with High River was unanimously approved by a committee comprised of disinterested directors of the Company's Board of Directors.indicated:

7. Net Loss Per Share



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2012		2011			2012			2011
Net income (loss)	$	536	$	(174,538	)	$	(10,080	)	$	(184,948	)
Weighted-average common shares outstanding - basic	46,083,396		45,877,275			46,029,357			44,489,853
Effect of dilutive securities:
Restricted stock	3,915		—			—			—
Weighted-average common shares outstanding - diluted	46,087,311		45,877,275			46,029,357			44,489,853
Net income (loss) per share - basic and diluted	$	0.01	$	(3.80	)	$	(0.22	)	$	(4.16	)

Basic and diluted net income (loss) per share has been computed based on net income (loss) and the weighted-average number of common shares outstanding during the applicable period. We calculate potentially dilutive incremental shares issuable using the treasury stock method and the if-converted method, as applicable. The treasury stock method assumes that the proceeds received from the exercise of stock options and warrants, as well as stock option and restricted stock expense yet to be recorded for unvested shares, would be used to repurchase common shares in the market at the average stock price during the period. We have excluded warrants and options to purchase common stock, when the potentially issuable shares covered by these securities are antidilutive. The following table presents the outstanding antidilutive securities at each period end not included in net income (loss) per share:

	June 30,
	September 30,
	2012	2011
Options to purchase common stock	945,640	2,826,000
Restricted stock	185,699	776,591
Warrants to purchase common stock	2,027,403	2,143,846
Total securities excluded from net loss per share	3,158,742	5,746,437
Options to purchase common stock	815,684	2,387,622
Restricted stock	122,377	469,116
Total securities excluded from net income (loss) per share	2,965,464	5,000,584

8. Related Party Transactions

On September 16, 2011, we borrowed $20,000 from High River pursuant to a secured promissory note, which was amended on November 14, 2011 and February 28, 2012. On May 10, 2012, we further amended the term loan by adding a $5,000 revolving loan facility from High River. The revolving loan facility was terminated upon the closing of the rights offering on October 11, 2012. The principal and interest of the term loan are due and payable at maturity on August 28, 2013. High River is beneficially owned by Carl C. Icahn, a beneficial holder, as of ~~August~~November 65, 2012, of approximately 1630.57% of the Company's outstanding shares of common stock and of approximately 95.5% of our Series J preferred stock. Brett C. Icahn, a director of the Company, is the son of Carl C. Icahn, and Hunter C. Gary, a director of the Company, is married to Carl C. Icahn's wife's daughter. The term loan as amended with High River was unanimously approved by a committee comprised of disinterested directors of the Company's Board of Directors. See Note 6-Debt Facilities for more information.

9. Legal Proceedings

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Motricity, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except share data and per share amounts)

underwriters in our IPO, including J.P. Morgan Securities, Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc., RBC Capital Markets Corporation, Robert W. Baird & Co Incorporated, Needham & Company, LLC and Pacific Crest Securities LLC. The complaint alleges violations under Sections 11 and 15 of the Securities Act of 1933, as amended, (the "Securities Act") and Section 20(a) of the Securities Exchange Act (the "Exchange Act") by all defendants and under Section 10(b) of the Exchange Act by Motricity and those of our former and current officers who are named as defendants. The complaint seeks, inter alia, damages, including interest and plaintiff's costs and rescission. A second putative securities class action complaint was filed by Mark Couch in October 2011 in the same court, also related to alleged violations under Sections 11 and 15 of the Securities Act, and Sections 10(b) and 20(a) of the Exchange Act. On November 7, 2011, the class actions were consolidated, and lead plaintiffs were appointed pursuant to the Private Securities Litigation Reform Act. On December 16, 2011, plaintiffs filed a consolidated complaint which added a claim under Section 12 of the Securities Act to its allegations of violations of the securities laws and extended the putative class period from August 9, 2011 to November 14, 2011. OnThe ~~February~~plaintiffs ~~14, 2012, we~~ filed aan ~~motion~~amended tocomplaint ~~dismiss the consolidated class actions, which the plaintiffs opposed by filing opposition briefs~~ on ~~April 4~~May 11, 2012~~. The~~ ~~plaintiffs~~and ~~filed~~a ansecond amended complaint on ~~May~~ July 11, 2012. On ~~and on June~~August 111, 2012, we filed a motion to dismiss the ~~consolidated class action. The plaintiffs then filed a~~ second amended complaint ~~on July 11, 2012~~.

Derivative Actions. In addition, during September and October 2011, three shareholder derivative complaints were filed against us and certain of our current and former directors and officers (including Ryan K. Wuerch, James R. Smith, Jr., Allyn P. Hebner, James N. Ryan, Jay A. Bowden, Hunter C. Gary, Brett Icahn, Lady Barbara Judge CBE, Suzanne H. King, Brian V. Turner, James L. Nelson and Jay Firestone) in the U.S. District Court, Western District of Washington at Seattle. The complaints allege various violations of state law, including breaches of fiduciary duties and unjust enrichment based on alleged false and misleading statements in press releases and other SEC filings disseminated to shareholders. The derivative complaints seek, inter alia, a monetary judgment, restitution, disgorgement and a variety of purported corporate governance reforms. Two of the derivative actions were consolidated on October 27, 2011. On November 8, 2011, the parties filed a stipulation to stay completely the consolidated derivative action until the Court rules on the forthcoming dismissal motion in the consolidated class action. The court granted the parties' stipulation on November 10, 2011, thereby staying the consolidated derivative action. On November 14, 2011, the third derivative action was transferred to the consolidated derivative proceeding, thereby subjecting it to the proceeding's litigation stay.

We intend to vigorously defend against these claims.

10. Subsequent Events

On July 24, 2012, we launched a rights offering pursuant to which we distributed to holders of our common stock at the close of business on July 23, 2012 one transferable subscription right for every one share of common stock owned as of that date. Each subscription right, subject to certain limitations, ~~entitles~~entitled the holder thereof to subscribe for a unit, at a subscription price of $0.65 per unit. Each unit ~~consists~~consisted of 0.02599 shares of 1213% Redeemable Series J preferred stock and 0.~~30861~~21987 warrants to purchase a share of common stock, as well as an over-subscription privilege. IfThe ~~the~~ rights offering isclosed ~~fully~~on ~~subscribed~~October 11, we2012 ~~anticipate receiving approximately $28,500 in net proceeds~~. WeIt ~~must~~was ~~use~~fully ~~a portion of the proceeds to repay any amounts outstanding under our revolving loan facility from High River~~subscribed, ~~which~~and ~~could~~we bereceived upapproximately to $528,000. Noin ~~amounts~~net ~~are currently outstanding under the revolving loan facility~~proceeds. We intend to use the ~~remaining~~ net proceeds from ~~this~~the rights offering for general corporate and working capital purposes. Those purposes may include any acquisitions we may pursue. We have no current plans to pursue any specific acquisition.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

The following discussion should be read in conjunction with our condensed consolidated financial statements included elsewhere herein. ~~Unless otherwise noted, all dollar amounts in tables are in thousands.~~

This Quarterly Report on Form 10-Q, including this Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “may,” “should” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements regarding various estimates we have made in preparing our financial statements, including our estimated impairment charges, statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, the sufficiency of our capital resources, our evaluation of strategic and financing alternatives and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

We may, through our senior management, from time to time make “forward looking statements” about matters described herein or other matters concerning ~~the Company~~us. You should consider our forward-looking statements in light of the risks and uncertainties that could cause our actual results to differ materially from those which are management's current expectations or forecasts. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed above and under ~~“Risk Factors” in~~ Part II, Item 1A - Risk Factors of this quarterly report, as well as the risks and uncertainties discussed elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2011 and in this quarterly report. We qualify all of our forward-looking statements by these cautionary statements. We caution you that these risks are not exhaustive. We operate in a continually changing business environment and new risks emerge from time to time. Except as required by law, we disclaim any intent or obligation to revise or update any forward-looking statements for any reason.

Business Overview

Motricity, Inc. ("Motricity" or the "Company") is a provider of mobile data solutions serving mobile operators, consumer brands and enterprises, and advertising agencies. Our software as a service ("SaaS") based platform enables our customers to implement marketing, merchandising, commerce, and advertising solutions to engage with their target customers and prospects through mobile devices. Our integrated solutions span mobile optimized websites, mobile applications, mobile merchandising and content management, mobile messaging, mobile advertising and predictive analytics. Our solutions allow our customers to drive loyalty, generate revenue and re-engineer business processes to capture the advantages of a mobile enabled customer base. Our predictive analytics capabilities drives relevant and targeted consumer experiences that drive brand awareness and interaction for our customers.

Recent Developments.

Overview. We have undergone significant changes over the past several months as described in more detail below. These changes have included: an increased focus on our mobile media and enterprise opportunities, exiting international operations, implementing cost ~~reductions~~reduction measures, exploring strategic and financing alternatives including a sale of our company, securing and amending a term loan, securing a revolving loan facility, ~~and~~ implementing changes in management, and closing a fully subscribed rights offering. During this period of transformation, we have continued to deliver value-added solutions and roll out new services to customers, and we have taken a number of proactive steps to evolve our strategy to rebuild the Company and lower operating expenses.

The competitive landscape continues to ~~impact~~affect our business. In North America, our operations are continuing to experience downward pressures related to the mass adoption of smart phones at the expense of feature phones. While this transition has been underway for some time, our large carrier customers are reporting that this trend is accelerating faster than they expected and it is affecting revenues not just for Motricity, but for the industry. With the shift in our focus from large solution customization and implementation projects to mobile media and enterprise solutions, we have seen a downward trend in our professional service revenue on a sequential basis and

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we believe that this trend will continue. We are broadening our solutions and services to North American carriers, but there are no assurances that we will be successful in doing so. We depend, and expect to continue to depend, on a limited number of significant wireless carriers for a substantial portion of our revenues. Certain of our customers, including AT&T and Verizon, may terminate our agreements by giving advance notice. In the event that one or more of our major wireless carriers decides to reduce or stop using our managed and professional services, we could be forced to shift our marketing focus to smaller wireless carriers or accelerate our focus on mobile media and enterprise business and this could reduce our revenues. See Part II, Item 1A - Risk Factors. We depend on a limited number of customers for a substantial portion of our revenues. The loss of any key customer or any significant adverse change in the size or terms of a contract with any key customer could significantly further reduce our revenues.

The continuing uncertainty surrounding worldwide financial markets and macroeconomic conditions has caused and may continue to cause our customers to decrease or delay their expansion and purchasing activities. Additionally, constrictions in world credit markets may cause our customers to experience difficulty securing the financing necessary to expand their operations and purchase our services. Economic uncertainty and unemployment have resulted in and may continue to result in cost-conscious consumers, which have adversely affected and may continue to adversely affect demand for our services. If the current adverse macroeconomic conditions continue, our business and prospects may continue to be negatively affected.

Strategic Review. Beginning in September 2011, with the assistance of GCA Savvian Advisors, LLC (“Savvian”), we explored strategic options, including a spin-off, sale or other transaction involving our carrier business and mobile media and enterprise business. After considering the indications of interest and offers received in this process, we decided to end the process of actively pursuing a sale of our business. As such, we decided to focus our resources on other strategic paths, including increasing the focus on our mobile media and enterprise business, broadening our solutions and services to North American carriers, and consummating in the rights offering that closed on October 11, 2012. As part of our increased focus on our mobile media and enterprise opportunities, we are pursuing new product development opportunities designed to enhance and expand our existing services, seeking to develop new technology that addresses the increasingly sophisticated and varied needs of our customers, and responding to technological advances and emerging industry standards and practices and license leading technologies that will be useful in our business in a cost-effective and timely way. Simultaneously, we are focusing on broadening our solutions and services to North American carriers and other industries and building a mobile advertising and enterprise platform that could deliver those services.

The realignment of our strategic path and consideration of financing options will continue to require management time and resources, while we simultaneously focus on developing new product offerings and reducing costs. We cannot assure that we will be successful in our efforts in obtaining financing, realigning our strategic path, increasing our focus on our mobile media and enterprise business, or broadening our carrier solutions. The uncertainty inherent in our strategic review can be difficult to manage, may cause concerns from current and potential customers, suppliers and other third parties with whom we do business, and may increase the likelihood of turnover of other key officers and employees. We are increasing our focus on our mobile media and enterprise business and broadening our solutions and services to North American carriers and have deemphasized our international carrier business. As a part of this, we are completing the process of exiting our business in India and the Asia Pacific region. If we are unable to successfully realign our business to focus on our mobile media and enterprise business and obtain new customers for that business, or to broaden our solutions and services to North American carriers, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Exit from International Operations and Cost Reductions Measures. Following the termination of our relationship with PT XL Axiata Tbk (“XL”), we decided to exit our business in India and the Asia Pacific region. These decisions were based on the resources and costs associated with these operations, the intensified competition in the region and our decision to streamline our operations and focus on our mobile media and enterprise business, while at the same time recommitting some of our resources to our North American carrier operations. Additionally, as a part of our new strategic path and a reduction in the actual and anticipated performance of the subsidiaries, we decided to divest our subsidiaries located in France and the Netherlands. The France subsidiary was acquired in 2011 as a part of our business combination with Adenyo. The Netherlands subsidiary was acquired in 2007 as a part of our business combination with InfoSpace Mobile. We completed the divestitures of the France and Netherlands subsidiaries in May 2012. We may face administrative and regulatory hurdles as we exit these international operations, the process may be longer than anticipated, and we may incur significant unexpected expenses in connection with the wind down. While we believe that the exit from the international operations will have a positive effect on our profitability in the long term, there is no assurance that this will be the case or that we will be able to generate significant revenues from our other customers or from our mobile media and enterprise business. As of January 1, 2012, all of the operations related to India, the Asia Pacific region, our France subsidiary and our Netherlands subsidiary are reported as discontinued operations in the condensed consolidated financial statements. The prior period operations related to these entities have also been reclassified as discontinued operations retrospectively for all periods presented.

To address the challenges presented by the market conditions and the other risks and uncertainties facing our business and to realign our strategic path, we have continued to implement cost saving measures, including a reduction in our workforce, the cancellation of

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~~downward~~some ~~pressures~~hiring ~~related~~plans, toand ~~the~~a ~~mass~~restructuring ~~adoption~~ of ~~smart~~our ~~phones~~facilities atand ~~the~~data ~~expense of feature phones~~centers. ~~While~~We ~~this~~continue ~~transition~~to ~~has~~review ~~been underway for some time,~~ our ~~large~~cost ~~carrier~~structure ~~customers~~and ~~are~~may ~~reporting~~implement ~~that~~further ~~this~~cost ~~trend~~saving isinitiatives. ~~accelerating~~These ~~faster~~measures ~~than~~are ~~they~~designed ~~expected~~to ~~and~~realign itour isstrategic ~~impacting~~path, ~~revenues~~streamline ~~not~~our ~~just for Motricity~~business, ~~but~~improve ~~for~~ the ~~industry. With~~quality ~~the~~of ~~shift in~~ our ~~focus~~product ~~from~~offerings ~~large solution customization~~ and ~~implementation~~implement ~~projects~~cost tosaving ~~mobile~~measures. We ~~media~~cannot ~~and~~guarantee ~~enterprise~~that ~~solutions,~~ we ~~have~~will ~~seen~~be aable ~~downward~~to ~~trend~~execute inon our ~~professional~~realigned ~~service~~strategic ~~revenue~~path, onrealize acost ~~sequential~~savings ~~basis,~~ and weother ~~believe~~anticipated ~~that~~benefits ~~this~~from ~~trend will continue. We are broadening~~ our ~~solutions~~cost ~~and~~saving ~~services~~efforts, toor ~~North~~that ~~American~~such ~~carriers,~~efforts ~~but~~will ~~there~~not ~~are~~interfere nowith ~~assurances~~our ~~that~~ability weto ~~will~~achieve beour ~~successful~~business ~~in doing so~~objectives. ~~We depend~~Moreover, ~~and~~the ~~expect~~reduction toin ~~continue~~force toand ~~depend,~~the onrealignment ~~a limited number~~ of ~~significant~~our ~~wireless~~strategic ~~carriers~~path ~~for~~and aother ~~substantial~~cost ~~portion~~savings ofmeasures ~~our~~can ~~revenues.~~be ~~Certain~~difficult ofto ~~our customers~~manage, ~~including AT&T and Verizon~~ may ~~terminate~~cause ~~our~~concerns ~~agreements~~from bycurrent ~~giving~~and ~~advance~~potential ~~notice~~customers, suppliers and ~~one~~other ofthird ~~our~~parties ~~agreements~~ with ~~AT&T~~whom iswe updo ~~for~~business, ~~renewal~~may inincrease ~~September 2012. In~~ the ~~event~~likelihood ~~that~~of ~~one~~turnover ~~or more~~ of ~~our~~other ~~major~~key ~~wireless~~employees, ~~carriers~~and ~~decides~~may tohave ~~reduce~~an oradverse ~~stop~~impact ~~using~~on our ~~managed~~business. Our ~~and~~success ~~professional~~will ~~services,~~depend weon ~~could be forced to shift~~ our ~~marketing~~ability ~~focus~~ to ~~smaller~~successfully ~~wireless~~execute ~~carriers~~one or ~~accelerate~~more financing alternatives, our ~~focus~~ability onto ~~mobile~~successfully ~~media~~develop and ~~enterprise~~use ~~business~~new technologies and ~~this~~adapt ~~could reduce~~ our ~~revenues.~~current ~~See~~and ~~Risk~~planned ~~Factors-We~~services ~~depend~~to onnew acustomer ~~limited~~requirements ~~number~~or ofemerging ~~customers~~industry ~~for~~standards aand ~~substantial~~expand ~~portion of~~ our ~~revenues. The loss of any key~~ customer orbase ~~any~~and ~~significant~~risks ~~adverse~~and ~~change~~uncertainties discussed in ~~the~~Part ~~size~~II, orItem ~~terms~~1A of- aRisk ~~contract with any key customer could significantly further reduce our revenues~~Factors.

~~The~~Liquidity ~~continuing~~and ~~uncertainty~~Capital ~~surrounding~~Resources. ~~worldwide~~On ~~financial~~October 11, ~~markets~~2012, upon ~~and~~the ~~macroeconomic~~closing ~~conditions~~of ~~has~~our ~~caused~~rights ~~and~~offering, ~~may~~the ~~continue~~revolving tocredit ~~cause~~facility associated with our ~~customers~~existing term loan from High River Limited Partnership (“High River”) terminated pursuant to ~~decrease~~its orterms. We ~~delay~~did ~~their~~not ~~expansion~~borrow ~~and~~any ~~purchasing~~sums ~~activities~~under the revolving credit facility. We ~~Additionally~~originally entered into the term loan on September 16, ~~constrictions~~2011, inand ~~world~~amended ~~credit~~it ~~markets~~on ~~may~~November ~~cause~~14, ~~our~~2011 ~~customers~~and toFebruary ~~experience~~28, ~~difficulty~~2012, ~~securing~~and added the ~~financing~~revolving ~~necessary~~credit tofacility ~~expand~~on ~~their~~May 10, ~~operations~~2012. The ~~and~~maturity ~~purchase~~date ~~our~~for ~~services~~the term is August 28, 2013. High ~~Economic~~River ~~uncertainty~~is ~~and~~beneficially ~~unemployment~~owned ~~have~~by ~~resulted~~Mr. inCarl ~~and~~C. ~~may~~Icahn, ~~continue~~a tobeneficial ~~result~~holder, inas ~~cost-conscious~~of ~~consumers~~November 5, ~~which~~2012, ~~have~~of ~~adversely~~approximately ~~affected~~30.7% ~~and~~of ~~may~~our ~~continue~~outstanding toshares ~~adversely~~of ~~affect~~common ~~demand~~stock ~~for~~and of approximately 95.5% of our ~~services~~Series J preferred stock. Mr. Brett C. Icahn, Ifa director of the ~~current~~Company, ~~adverse~~is ~~macroeconomic~~the ~~conditions~~son ~~continue~~of Mr. Carl C. Icahn, and Mr. Hunter C. Gary, a director of the Company, is married to Mr. Carl C. Icahn's wife's daughter. The term loan, as amended, was approved by a committee comprised of disinterested directors of our ~~business~~Board of Directors. See Management's Discussion and ~~prospects~~Analysis ~~may~~of ~~continue~~Financial toCondition beand ~~negatively~~Results ~~impacted~~of Operations - Liquidity and Capital Resources.

~~Strategic~~On ~~Review.~~July ~~Since September 2011~~24, ~~with the assistance of GCA Savvian Advisors~~2012, ~~LLC (“Savvian”),~~ we ~~have~~launched ~~been~~a ~~exploring~~rights ~~strategic~~offering ~~options,~~pursuant ~~including~~to awhich ~~spin-off,~~we ~~sale~~distributed orto ~~other~~holders ~~transaction~~of ~~involving~~ our ~~carrier~~common ~~business~~stock ~~and~~at ~~mobile media and enterprise business. After considering~~ the ~~indications~~close of ~~interest~~business ~~and~~on ~~offers~~July ~~received~~23, in2012 ~~this~~one ~~process,~~transferable wesubscription ~~decided~~right tofor ~~end~~every ~~the~~one ~~process~~share of ~~actively~~common ~~pursuing~~stock aowned ~~sale~~as of ~~our~~that ~~business~~date. Each Assubscription ~~such~~right, wesubject ~~decided~~ to ~~focus~~certain ~~our resources on other strategic paths~~limitations, ~~including~~entitled ~~increasing~~ the ~~focus~~holder onthereof ~~our~~to ~~mobile~~subscribe ~~media~~for ~~and~~units ~~enterprise~~consisting ~~business,~~of ~~broadening~~shares of our ~~solutions~~13% ~~and~~Series J ~~services~~preferred tostock ~~North American carriers,~~ and ~~pursuing~~warrants ~~financing~~to ~~alternatives~~purchase ~~such~~common asstock ~~the~~at ~~rights offering currently in progress. As~~ a ~~part~~subscription price of ~~this process, on May 10, 2012, we entered into a~~ $50.65 ~~million~~per ~~revolving loan facility with High River Limited Partnership~~unit. As The ~~part~~rights ofoffering ~~our~~closed ~~increased focus~~ on ~~our mobile media and enterprise opportunities~~October 11, we2012 ~~are pursuing new product development opportunities designed to enhance~~ and ~~expand~~was ~~our~~fully ~~existing~~subscribed. We ~~services,~~received ~~seeking~~approximately to$28.0 ~~develop~~million ~~new~~in ~~technology~~net ~~that~~proceeds ~~addresses the increasingly sophisticated~~ and ~~varied~~intend ~~needs of our customers, and responding~~ to ~~technological~~use ~~advances~~these ~~and~~net ~~emerging~~proceeds ~~industry~~for ~~standards~~general ~~and~~corporate ~~practices~~ and ~~license~~working ~~leading~~capital ~~technologies~~purposes. Those ~~that~~purposes ~~will~~may beinclude ~~useful~~any inacquisition ~~our~~we ~~business~~may ~~in a cost-effective and timely way~~pursue. We ~~Simultaneously,~~have weno ~~are~~current ~~focusing~~plans ~~on broadening our solutions and services~~ to ~~North~~pursue ~~American~~any ~~carriers~~specific ~~and other industries and building a mobile advertising and enterprise platform that could deliver those services~~acquisition.

~~The~~We ~~realignment~~believe ofthat our ~~strategic~~future ~~path~~cash ~~and~~flow ~~consideration~~from ofoperations ~~financing options will continue to require management time~~ and ~~resources,~~available ~~while~~cash ~~we simultaneously focus on developing new product offerings~~ and ~~reducing~~cash ~~costs.~~equivalents ~~We cannot assure that we~~ will be ~~successful~~sufficient into ~~our~~meet ~~efforts in completing~~ our ~~contemplated~~liquidity ~~financing~~needs ~~options,~~for ~~realigning~~the ~~our~~next ~~strategic~~12 ~~path, increasing our focus on our mobile media and enterprise business or broadening our carrier solutions~~months. ~~The~~ ~~uncertainty~~However, ~~inherent~~this inmay ~~our~~not ~~strategic review can~~ be ~~difficult~~the ~~to manage~~case, ~~may~~as ~~cause~~our ~~concerns~~longer-term ~~from~~liquidity ~~current~~ and ~~potential~~ability ~~customers,~~to ~~suppliers~~execute ~~and~~on ~~other~~our ~~third~~longer ~~parties~~term ~~with whom we do~~ business, ~~and~~plan ~~may~~is ~~increase~~contingent ~~the likelihood of turnover of other key officers and employees. We are increasing our focus~~ on our ~~mobile~~ability ~~media~~to ~~and~~raise ~~enterprise~~additional ~~business~~capital and ~~broadening~~on our ~~solutions~~not ~~and~~experiencing ~~services~~any toevents ~~North~~that ~~American~~may ~~carriers~~accelerate ~~and~~the ~~have~~payment ~~deemphasized~~of our ~~international~~term ~~carrier~~loan ~~business.~~or Asthe amandatory ~~part~~redemption of ~~this,~~our weSeries J ~~are~~preferred ~~completing~~stock. Our ~~the~~ability ~~process~~to offund ~~exiting~~ our ~~business~~capital inneeds ~~India~~also ~~and~~depends ~~the~~on ~~Asia~~our ~~Pacific~~future ~~region~~operating performance, ~~and divested of~~ our ~~subsidiaries~~ability ~~in France and the Netherlands. If we are unable~~ to successfully realign our ~~business~~costs ~~to focus on our mobile media~~ and ~~enterprise~~strategic ~~business~~path, ~~and~~the ~~obtain~~effect ~~new~~of ~~customers~~any ~~for~~financing ~~that~~alternatives ~~business,~~we ormay topursue ~~broaden~~and our ~~solutions~~ability ~~and services~~ to ~~North~~meet ~~American carriers, our business,~~ financial ~~condition,~~covenants ~~results~~under ofany ~~operations~~indebtedness ~~and~~we ~~cash~~may ~~flows could be materially and adversely affected~~incur.

~~Exit~~We ~~from~~cannot ~~International~~assure ~~Operations~~that ~~and~~sufficient ~~Cost~~capital ~~Reductions~~will ~~Measures.~~be ~~Following~~available ~~the~~on ~~termination~~acceptable ofterms, ~~our~~if ~~relationship~~at ~~with XL~~all, or that we ~~decided~~will togenerate ~~exit~~sufficient ~~our~~funds ~~business~~from inoperations ~~India~~to ~~and~~repay ~~the~~our ~~Asia~~term ~~Pacific~~loan ~~region. These~~when ~~decisions~~due ~~were~~or ~~based~~to onadequately ~~the~~fund ~~resources~~our ~~and~~longer ~~cost~~term ~~associated~~operating ~~with~~needs. ~~these~~If ~~operations,~~we ~~the~~are ~~intensified~~unable ~~competition~~to inraise ~~the~~sufficient ~~region~~funds, ~~and~~we ~~our~~may ~~decision~~need to ~~streamline~~implement ~~our~~additional ~~operations~~cost ~~and~~reduction ~~focus~~measures ~~on our mobile media~~ and ~~enterprise~~explore ~~business,~~other ~~while~~sources atto ~~the~~fund ~~same~~our ~~time~~longer ~~recommitting~~term ~~some~~business ofneeds ~~our~~and ~~resources~~repay to our ~~North~~term ~~American~~loan ~~carrier~~when ~~operations~~due. ~~Additionally,~~ asOur afailure ~~part~~to ofdo ~~our~~so ~~new~~could ~~strategic~~result, ~~path~~among ~~and~~other athings, ~~reduction~~ in ~~the~~a ~~actual~~default ~~and~~under ~~anticipated~~our ~~performance~~term ~~of the subsidiaries~~loan, weloss ~~decided to divest~~ of our ~~subsidiaries~~customers ~~located in France~~ and ~~the~~a ~~Netherlands. The~~loss ~~France~~of ~~subsidiary~~our ~~was~~stockholders' ~~acquired~~entire ininvestment. ~~2011~~Our asability ato ~~part~~meet of our ~~business~~liquidity ~~combination~~needs ~~with~~or ~~Adenyo. The~~raise ~~Netherlands~~additional ~~subsidiary~~funds ~~was~~may ~~acquired~~also asbe aadversely ~~part~~affected ofby ~~our~~the ~~business~~legal ~~combination~~proceedings ~~with~~we ~~Infospace~~are insubject ~~2007. We~~to ~~completed~~as ~~the~~described ~~divestitures~~in ofmore ~~the~~detail ~~France~~below. ~~and~~Our ~~Netherlands~~operating ~~subsidiaries~~performance inmay ~~May~~also ~~2012. We~~be ~~may~~affected ~~face~~by ~~administrative~~risks and ~~regulatory~~uncertainties ~~hurdles~~discussed asin wePart ~~exit these international operations~~II, ~~the~~Item ~~process~~1A ~~may~~- beRisk ~~longer~~Factors. ~~than~~These ~~anticipated,~~risks and weuncertainties may ~~incur~~also ~~significant~~adversely ~~unexpected~~affect ~~expenses~~our inshort ~~connection~~and ~~with~~long-term ~~the wind down~~liquidity.

Management Changes. On May 21, 2012, we entered into an employment offer letter with Nathan Fong pursuant to which Mr. Fong commenced serving as our Chief Financial Officer on June 12, 2012. Our interim Chief Financial Officer stayed on with Motricity through a brief transition period through July 13, 2012. Additionally, in January 2012, we hired Richard Stalzer as President of our mobile marketing and advertising business and Charles P. Scullion, our Chief Strategy Officer and interim President of our mobile marketing and advertising business, resigned for good reason. We are considering our current interim Chief Executive Officer, James R. Smith, Jr., as a candidate for permanent Chief Executive Officer, as we continue our evaluation of our executive management team. We cannot assure that our efforts to identify and recruit a permanent Chief Executive Officer will be successful. The uncertainty inherent in our ongoing leadership transition can be difficult to manage, may cause concerns from current and potential customers, suppliers and other third parties with whom we do business, and may increase the likelihood of turnover of other key officers and employees.

Sales Process. As a result of the exploration of a sale of all or a portion of our business, during September through December 2011 we

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~~While~~received weindications ~~believe~~of ~~that~~interest to sell all or a portion of our business. At the ~~exit~~end ~~from~~of 2011, after determining that none of the ~~international~~indications ~~operations~~of ~~will~~interest ~~have~~received aat ~~positive~~that ~~effect~~point onwere ~~our~~likely ~~profitability~~to result in a sale of the ~~long~~Company ~~term,~~at ~~there~~a ismeaningful nopremium ~~assurance~~over ~~that~~the ~~this~~market ~~will~~price beof our common stock and considering the ~~case~~uncertainty orof ~~that~~consummating a transaction on favorable terms if at all, we ~~will~~ended bethe ~~able~~process toled ~~generate~~by ~~significant~~Savvian. Nevertheless, ~~revenues~~we ~~from~~continued ~~our~~to ~~other~~receive ~~customers~~and orevaluate inquiries and offers from ~~our~~parties ~~mobile~~interested ~~media~~in ~~and~~acquiring ~~enterprise~~our carrier business. AsThese inquiries and offers included purchase prices of ~~January~~up 1to $40 million. These offers and inquiries were subject to due diligence, ~~2012~~price adjustments, ~~all~~buyer ofcontingencies ~~the~~and ~~operations~~optionality, ~~related~~uncertainties, and other proposed transaction terms that ultimately led us to ~~India~~conclude, ~~the~~after ~~Asia~~lengthy ~~Pacific~~negotiations ~~region~~and based on a recommendation by disinterested directors, to elect to retain our ~~France~~carrier ~~subsidiary~~business and ~~our~~the ~~Netherlands~~current ~~subsidiary~~positive ~~are~~cash ~~reported~~flows asit ~~discontinued~~provides, ~~operations~~and inforego the ~~condensed~~cost ~~consolidated~~and ~~financial~~expense ~~statements~~of pursuing a transaction that we did not believe would be completed at the price initially proposed, if at all. The ~~prior~~carrier ~~period~~business ~~operations~~is ~~related~~subject to ~~these~~the ~~entities~~risks ~~have~~and ~~also~~uncertainties ~~been~~discussed ~~reclassified~~in asPart ~~discontinued~~II, ~~operations~~Item ~~retrospectively~~1A ~~for~~- ~~all~~Risk ~~periods presented~~Factors.

ToListing ~~address~~on ~~the~~Nasdaq. ~~challenges~~On ~~presented~~June 14, by2012, ~~the~~we ~~market~~received ~~conditions~~a ~~and~~letter ~~the~~from ~~other~~Nasdaq ~~risks~~advising ~~and~~that ~~uncertainties~~for ~~facing~~the ~~our~~previous 30 consecutive business ~~and~~days, tothe ~~realign~~bid ~~our~~price ~~strategic~~of ~~path,~~our wecommon ~~have~~stock ~~continued~~had toclosed ~~implement~~below ~~cost~~the ~~savings~~minimum ~~measures,~~$1.00 ~~including~~per ashare ~~reduction~~requirement infor ~~our~~continued ~~workforce,~~inclusion on the ~~cancellation~~Nasdaq ofGlobal ~~some~~Select ~~hiring~~Market ~~plans,~~pursuant ~~and~~to Nasdaq Marketplace Rule 5450(a)(1). ~~restructuring~~This notification has no effect on the listing of our ~~facilities~~common ~~and~~stock ~~data~~at ~~centers~~this time. WeNasdaq ~~continue~~stated toin ~~review~~its ~~our~~letter ~~cost~~that ~~structure~~in ~~and~~accordance ~~may~~with ~~implement~~the ~~further~~Nasdaq ~~cost~~Listing ~~saving~~Rules, ~~initiatives.~~we ~~These~~will ~~measures~~be ~~are~~provided ~~designed~~180 calendar days, or until December 11, 2012, to ~~realign~~regain ~~our~~compliance ~~strategic~~with ~~path~~the minimum bid price requirement. If, ~~streamline~~at ~~our~~any ~~business~~time before December 11, ~~improve~~2012, the ~~quality~~bid price of our ~~product~~common ~~offerings~~stock ~~and~~closes ~~implement~~at ~~cost~~$1.00 ~~savings~~per ~~measures. We~~share ~~cannot~~or ~~guarantee~~more for a minimum of ten consecutive business days, the Nasdaq staff will provide us with written notification that we ~~will~~have beachieved ~~able~~compliance towith ~~execute~~the onminimum ~~our~~bid ~~realigned~~requirement. ~~strategic~~If ~~path,~~we ~~realize~~do ~~cost~~not ~~savings~~regain ~~and~~compliance ~~other~~with ~~anticipated~~the ~~benefits~~minimum ~~from~~bid ~~our~~price ~~cost~~requirement ~~savings~~by ~~efforts~~December 11, or2012, ~~that~~the ~~such~~Nasdaq ~~efforts~~staff will ~~not~~provide ~~interfere~~us with written notification that our ~~ability~~common tostock ~~achieve~~will ~~our~~be ~~business~~delisted ~~objectives~~from the Nasdaq Global Select Market. ~~Moreover~~ Prior to December 11, ~~the~~2012, ~~reduction~~we inmay ~~force~~apply ~~and~~to transfer our common stock to the ~~realignment~~Nasdaq ofCapital Market provided that our ~~strategic~~common ~~path~~stock ~~and~~satisfies all criteria, other ~~cost~~than ~~savings~~compliance ~~measures~~with ~~can~~the beminimum ~~difficult~~bid toprice ~~manage~~requirement, ~~may~~for ~~cause~~initial ~~concerns~~inclusion ~~from~~on ~~current~~this market and ~~potential~~we ~~customers,~~provide ~~suppliers~~to ~~and~~Nasdaq ~~other~~written ~~third~~notice ~~parties~~of ~~with~~our ~~whom~~intention weto docure ~~business,~~the ~~may~~deficiency. ~~increase~~In the ~~likelihood~~event of ~~turnover~~a oftransfer, ~~other~~the ~~key~~Nasdaq ~~employees,~~Marketplace ~~and~~Rules ~~may~~provide ~~have~~that the Company will be afforded an ~~adverse~~additional ~~impact~~180 calendar days to comply with the minimum bid price requirement while listed on ~~our~~the ~~business~~Nasdaq Capital Market. ~~Our~~ ~~success~~However, should Nasdaq conclude that the Company will ~~depend~~not onbe ~~our~~able ~~ability~~to cure the deficiency, Nasdaq will provide notice to ~~successfully~~us ~~execute~~that ~~one~~our orcommon ~~more~~stock ~~financing~~will ~~alternatives~~be ~~(including~~subject ~~the~~to ~~rights~~delisting. ~~offering~~We ~~currently~~are inconsidering, ~~progress)~~but have not yet determined, ~~our~~what ~~ability~~action, if any, we will take in response to ~~successfully~~this ~~develop~~notice. ~~and~~See ~~use~~Part ~~new~~II, ~~technologies~~Item ~~and~~1A ~~adapt~~- ~~our~~Risk ~~current~~Factors. If ~~and~~we ~~planned~~cannot ~~services~~meet toNasdaq's ~~new~~continued ~~customer~~listing requirements, orNasdaq ~~emerging~~may ~~industry~~delist ~~standards~~our ~~and~~common ~~expand~~stock ~~our~~which ~~customer~~could ~~base~~have ~~and~~an ~~risks~~adverse impact on the liquidity and ~~uncertainties~~market ~~discussed~~price inof ~~Risk~~our ~~Factors~~common stock.

~~Liquidity~~Lease ~~and Capital Resources~~Termination. OnEffective ~~May~~June 1020, 2012, we ~~further~~entered ~~amended~~into ~~the~~a ~~terms~~Lease ofTermination ~~our~~Agreement ~~existing~~(the ~~term~~“Termination ~~loan~~Agreement”) ~~from~~with ~~High~~Kilroy ~~River~~Realty, ~~Limited~~L.P. ~~Partnership~~ (~~“High~~the ~~River~~“Landlord”) bypursuant ~~adding~~to awhich $5we ~~million~~and ~~revolving~~the ~~loan~~Landlord ~~facility. We~~agreed ~~originally~~to ~~entered~~terminate ~~into~~ the ~~term~~lease ~~loan~~agreement onbetween ~~September~~us 16dated as of December 21, ~~2011~~2007, and amended it on ~~November~~April 1424, ~~2011~~2009 and onNovember ~~February 28~~22, ~~2012. The February amendment extended the maturity date for the term loan to August 28~~2009, ~~2013.~~whereby Wewe ~~are~~lease ~~required~~from ~~to repay any advance under~~ the ~~revolving~~Landlord ~~loan~~our ~~facility~~headquarters ~~within~~located 60at ~~days~~601 of108th ~~such~~Avenue ~~advance or~~Northeast, ~~if earlier~~Bellevue, ~~when~~Washington (the ~~term loan becomes due pursuant to its terms~~“Premises”). The ~~annual~~Termination ~~interest~~Agreement ~~rate~~provides onthat ~~the~~termination ~~amounts~~with ~~borrowed~~respect ~~pursuant~~ to the ~~revolving~~8th ~~loan~~floor isof ~~15%,~~the ~~which~~Premises ~~amount~~ will ~~increase~~occur byon 2%December at31, ~~the~~2012 ~~time~~and oftermination ~~any~~with ~~event~~respect ofto ~~default~~the ~~under~~9th ~~our~~and ~~term~~10th ~~loan. We~~floors ~~must use a portion~~ of the ~~proceeds~~Premises towill ~~repay~~occur ~~any~~on ~~amounts~~January ~~outstanding under our revolving loan facility from High River~~31, ~~which~~2013 ~~could~~(each bea up“Termination ~~to $5 million~~Date”). Pursuant Noto ~~amounts~~the ~~are~~Termination ~~currently~~Agreement, ~~outstanding~~we ~~under~~and the ~~revolving~~Landlord ~~loan~~will ~~facility.~~release Weand ~~intend~~discharge ~~to use~~ the ~~remaining~~other ~~net proceeds~~ from ~~this~~liability ~~rights offering~~ for ~~general~~their ~~corporate~~respective ~~and~~obligations ~~working~~under ~~capital~~the ~~purposes.~~office ~~Those~~lease ~~purposes~~as ~~may~~of ~~include~~the ~~any~~applicable ~~acquisitions~~Termination ~~we may pursue~~Date. ~~We have no current plans to pursue any specific acquisition. High River is beneficially owned by Mr. Carl C. Icahn~~Additionally, athe ~~beneficial~~Termination ~~holder,~~Agreement asterminated ofour ~~August 6,~~right ~~2012,~~ of ~~approximately~~first ~~16.5%~~offer ofwith ~~our~~respect ~~outstanding~~to ~~shares.~~all ~~Mr.~~rentable ~~Brett~~square C.feet ~~Icahn,~~of aspace ~~director~~located ofon the ~~Company~~7th, ~~is the son of Mr. Carl C. Icahn~~11th, and ~~Mr.~~12th ~~Hunter~~floors ~~C. Gary, a director~~ of the ~~Company, is married to Mr~~Premises. ~~Carl~~We C.recently ~~Icahn's~~signed ~~wife's daughter. The term loan, as amended, was approved by~~ a ~~committee~~lease ~~comprised~~agreement offor ~~disinterested~~new ~~directors~~headquarters oflocated ~~the~~in ~~Company's~~Bellevue, ~~Board~~Washington ~~of Directors. See Management's Discussion~~ and ~~Analysis~~are ofplanning ~~Financial~~to ~~Condition~~relocate ~~and~~to ~~Results~~those ofpremises ~~Operations~~on ~~- Liquidity and Capital Resources~~January 2, 2013.

On July 24, 2012, we launched a rights offering pursuant to which we distributed to holders of our common stock at the close of business on July 23, 2012 received one transferable subscription right for every one share of common stock owned as of that date. Each subscription right, subject to certain limitations, entitles the holder thereof to subscribe for a unit, at a subscription price of $0.65 per unit. Each unit consists of 0.02599 shares of 12% Redeemable Series J preferred stock and 0.30861 warrants to purchase a share of common stock, as well as an over-subscription privilege. If the rights offering is fully subscribed, we anticipate receiving approximately $28.5 million in net proceeds. We must use a portion of the proceeds to repay any amounts outstanding under our revolving loan facility from High River, which could be up to $5 million. No amounts are currently outstanding under the revolving loan facility. We intend to use the remaining net proceeds from this rights offering for general corporate and working capital purposes. Those purposes may include any acquisitions we may pursue. We have no current plans to pursue any specific acquisition.

We believe that our future cash flow from operations and available cash and cash equivalents will be sufficient to meet our liquidity needs for the next 12 months. However, this may not be the case, as our longer-term liquidity and ability to execute on our longer term business plan is contingent on our ability to raise additional capital, including in the rights offering currently in progress and on our not experiencing any events that may accelerate the payment of our term loan and amounts drawn under our revolving credit facility. We are required to use the proceeds from our rights offering to repay our revolving loan facility, but not our term loan. Our ability to fund our capital needs also depends on our future operating performance, our ability to successfully realign our costs and strategic path, the effect of any financing alternatives we may pursue and our ability to meet financial covenants under any indebtedness we may incur. We may also need to raise additional capital to execute our longer term business plan.

We cannot assure that sufficient capital (including from the rights offering currently in progress) will be available on acceptable

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terms, if at all, or that we will generate sufficient funds from operations to repay our term loan when due or to adequately fund our longer term operating needs. If we are unable to raise sufficient funds, we may need to implement additional cost reduction measures and explore other sources to fund our longer term business needs and repay our term loan and amounts drawn under our revolving credit facility when due. Our failure to do so could result, among other things, in a default under our term loan and revolving credit facility, loss of our customers and a loss of our stockholders' entire investment. Our ability to meet our liquidity needs or raise additional funds may also be impacted by the legal proceedings we are subject to as described in more detail below. Our operating performance may also be affected by risks and uncertainties discussed in Risk Factors. These risks and uncertainties may also adversely affect our short and long-term liquidity.

Management Changes. On May 21, 2012, we entered into an employment offer letter with Nathan Fong pursuant to which Mr. Fong commenced serving as our Chief Financial Officer on June 12, 2012 and our interim Chief Financial Officer stayed on with Motricity through a brief transition through July 13, 2012. Additionally, in January 2012, we hired Richard Stalzer as President of our mobile marketing and advertising business and Charles P. Scullion, our Chief Strategy Officer and interim President of our mobile marketing and advertising business, resigned for good reason. We are considering our current interim Chief Executive Officer, James R. Smith, Jr., as a candidate for permanent Chief Executive Officer, as we continue our evaluation of our executive management team. We cannot assure that our efforts to identify and recruit a permanent Chief Executive Officer will be successful. The uncertainty inherent in our ongoing leadership transition can be difficult to manage, may cause concerns from current and potential customers, suppliers and other third parties with whom we do business, and may increase the likelihood of turnover of other key officers and employees.

Sales Process. As a result of the exploration of a sale of all or a portion of our business, during September through December 2011 we received indications of interest to sell all or a portion of our business. At the end of 2011, after determining that none of the indications of interest received at that point were likely to result in a sale of the Company at a meaningful premium over the market price of our common stock and considering the uncertainty of consummating a transaction on favorable terms if at all, we ended the process led by Savvian. Nevertheless, we continued to receive and evaluate inquiries and offers from parties interested in acquiring our carrier business. These inquiries and offers included purchase prices of up to $40 million. These offers and inquiries were subject to due diligence, price adjustments, buyer contingencies and optionality, uncertainties and other proposed transaction terms that ultimately led us to conclude, after lengthy negotiations and based on a recommendation by disinterested directors, to elect to retain our carrier business and the current positive cash flows it provides, and forego the cost and expense of pursuing a transaction that we did not believe would be completed at the price initially proposed, if at all. The carrier business is subject to the risks and uncertainties discussed in Part II, Item 1A, Risk Factors.

Listing on Nasdaq. On June 14, 2012, we received a letter from Nasdaq advising that for the previous 30 consecutive business days, the bid price of our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Global Select Market pursuant to Nasdaq Marketplace Rule 5450(a)(1). This notification has no effect on the listing of our common stock at this time. Nasdaq stated in its letter that in accordance with the Nasdaq Listing Rules, we will be provided 180 calendar days, or until December 11, 2012, to regain compliance with the minimum bid price requirement. If, at any time before December 11, 2012, the bid price of our common stock closes at $1.00 per share or more for a minimum of ten consecutive business days, the Nasdaq staff will provide us with written notification that we have achieved compliance with the minimum bid requirement. If we do not regain compliance with the minimum bid price requirement by December 11, 2012, the Nasdaq staff will provide us with written notification that our common stock will be delisted from the Nasdaq Global Select Market. Prior to December 11, 2012, we may apply to transfer our common stock to the Nasdaq Capital Market provided that our common stock satisfies all criteria, other than compliance with the minimum bid price requirement, for initial inclusion on this market and we provide to Nasdaq written notice of our intention to cure the deficiency. In the event of a transfer, the Nasdaq Marketplace Rules provide that the Company will be afforded an additional 180 calendar days to comply with the minimum bid price requirement while listed on the Nasdaq Capital Market. However, should Nasdaq conclude that the Company will not be able to cure the deficiency, Nasdaq will provide notice to us that our common stock will be subject to delisting. We are considering, but have not yet determined, what action, if any, we will take in response to this notice. See Risk Factors-If we cannot meet Nasdaq's continued listing requirements, Nasdaq may delist our common stock or, if listed, our Series J preferred stock and common stock warrants, which could have an adverse impact on the liquidity and market price of our common stock and Series J preferred stock and the market value of our common stock warrants.

Lease Termination. Effective June 20, 2012, we entered into a Lease Termination Agreement (the “Termination Agreement”) with Kilroy Realty, L.P. (the “Landlord”) pursuant to which we and the Landlord agreed to terminate the lease agreement between us dated as of December 21, 2007 and amended on April 24, 2009 and November 22, 2009 whereby the Company leases from the Landlord our headquarters located at 601 108th Avenue Northeast, Bellevue, Washington (the “Premises”). The Termination Agreement provides that termination with respect to the 8th floor of the Premises will occur on December 31, 2012 and termination with respect to the 9th and 10th floors of the Premises will occur on January 31, 2013 (each a “Termination Date”). Pursuant to the Termination Agreement, the Company and the Landlord will release and discharge the other from

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liability for their respective obligations under the Office Lease as of the applicable Termination Date. Additionally, the Termination Agreement terminated the Company's right of first offer with respect to all of rentable square feet of space located on the 7th, 11th and 12th floors of the Premises. We are considering various options for a new location for our headquarters following the Termination Dates.

Results of Operations

As wepreviously discussed ~~in Management's Discussion and Analysis of Financial Conditions and Results of Operation - Business Overview~~, in the first quarter of 2012 we decided to exit our operations in India, the Asia Pacific region, France and the Netherlands. As of January 1, 2012, all of the operations related to these regions, as well as any resulting gain or loss recognized from the exit activity is reported as discontinued operations in the condensed consolidated financial statements. We have also reported retrospectively the prior period operations related to these entities as discontinued operations. See Note 3 - Discontinued Operations to our condensed consolidated financial statements for more information.

Total revenues

	Three Months Ended									~~Six~~Nine Months Ended
	June 30,									June 30,
	September 30,									September 30,
	2012		2011		$ Change			% Change		2012		2011		$ Change			% Change
	(Dollars in thousands)
Total revenues	$	2223,~~209~~046	$	2524,~~788~~766	$	(31,~~579~~720	)	(136.9	)%	$	4468,~~995~~041	$	5074,~~081~~847	$	(56,~~086~~806	)	(109.21	)%

Total revenues for the three months ended ~~June~~September 30, 2012 decreased $31.67 million, or 136.9%, compared to the three months ended ~~June~~September 30, 2011. ~~Managed~~During ~~services revenue for~~ the three months ended ~~June~~September 30, 2012 ~~decreased $1.5 million compared to the three months ended June 30~~, ~~2011. Although~~it wewas ~~experienced~~determined ~~increased~~that ~~revenue from our media business,~~ we ~~saw~~should ~~declines~~exit ~~in revenues from~~ our carrier customers based on lower active user fees and terminations of our relationships with certain carrier customers. Managed services revenue for the three months ended June 30, 2012 represented 97.1% of total revenues as compared to 89.5% for the three months ended June 30, 2011. Professional services revenue for the three months ended June 30, 2012 decreased $2.1 million or 75.8% compared to the corresponding 2011 period. This was primarily due to our shift in focus from large solution customization and implementation projects to mobile media and enterprise solutions.

Total revenues for the six months ended June 30, 2012 decreased $5.1 million, or 10.2%, compared to the six months ended June 30, 2011. Managed services revenue for the six months ended June 30, 2012 was $1.5 million lower than the six months ended June 30, 2011. Revenue benefited from six months of advertising revenue as compare to only two and one half months for the same period in 2011 (Adenyo was acquired on April 14, 2011) and the increase of customer usage of the AT&T portal. These increases to revenue were more than offset by decreases of activity based revenue experienced with other carrier customers. Managed services revenue for the six months ended June 30, 2012 represented 96.5% of total revenues as compared to 89.7% for the six months ended June 30, 2011. Professional services revenue for the six months ended June 30, 2012 decreased $3.6 million or 69.9% compared to the corresponding 2011 period. This was primarily due to our focus shift from large solution customization and implementation projects to mobile media and enterprise solutions. We have seen a downward trend in our professional service revenue on a sequential basis. We believe that this trend will continue.18

We generated 91.3% and 91.9% of our revenues in the U.S. for the three and six months ended June 30, 2012, respectively, as compared to 94.4% and 95.0% for the three and six months ended June 30, 2011. The fluctuation in international revenues is due to international customers acquired with Adenyo, offset by lower revenues associated with Virgin Mobile in the United Kingdom.

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
AT&T	62	%	61	%	62	%	59	%
Verizon Wireless	20	%	19	%	20	%	21	%

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	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2012		2011		$ Change			% Change	2012		2011		$ Change			% Change
	(Dollars in thousands)
Direct third-party expenses	$	5,009	$	4,011	$	998		24.9%	$	10,163	$	6,941	$	3,222		46.4%
Datacenter and network operations*	3,788		4,659		(871		)	(18.7)	7,229		10,742		(3,513		)	(32.7)
Product development and sustainment*	2,748		3,536		(788		)	(22.3)	7,780		7,499		281			3.7
Sales and marketing*	2,486		3,741		(1,255		)	(33.5)	5,011		7,188		(2,177		)	(30.3)
General and administrative*	4,998		6,038		(1,040		)	(17.2)	11,296		12,059		(763		)	(6.3)
Depreciation and amortization	2,041		4,132		(2,091		)	(50.6)	3,795		7,876		(4,081		)	(51.8)
Acquisition transaction and integration costs	—		2,000		(2,000		)	(100.0)	—		6,072		(6,072		)	(100.0)
Restructuring	468		129		339			262.8	2,505		375		2,130			568.0
Total operating expenses	$	21,538	$	28,246	$	(6,708	)	(23.7)%	$	47,779	$	58,752	$	(10,973	)	(18.7)%

premium messaging business resulting in a $1.4 million decrease in revenue as compared to the same period in the prior year. In addition, we experienced slight decreases in revenue generated from our wireless carrier customers and the media business.

Total revenues for the nine months ended September 30, 2012 decreased $6.8 million, or 9.1%, compared to the nine months ended September 30, 2011. This decrease is primarily due to:


•	$6.0 million reduction attributable to lower professional services and activity based revenue from our carrier customers;


•	$3.2 million of revenue earned in 2011 that related to carrier customers with terminated agreements; and


•	$2.4 million of decreased revenue from the premium messaging business.

These items were partially offset by:


•	$3.0 million of increased revenue from advertising, analytics and the other business acquired from Adenyo as 2012 includes a full nine months of activity, compared to only five and one half months for the same period in 2011 (Adenyo was acquired on April 14, 2011); and


•	$1.8 million of revenue associated with customer usage of the AT&T portal that has increased over the same period in the prior year, but is experiencing declines in the second half of 2012.

We generated 89% and 91% of our revenues in the U.S. for the three and nine months ended September 30, 2012, respectively, as compared to 93% and 94% for the three and nine months ended September 30, 2011. The fluctuation in domestic revenues is primarily due to the impact of more international customers acquired with the purchase of Adenyo.

Significant customers as a percentage of total revenues:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
AT&T	60	%	55	%	61	%	58	%
Verizon Wireless	19	%	20	%	19	%	21	%

Operating expenses



	Three Months Ended										Nine Months Ended
	September 30,										September 30,
	2012		2011			$ Change			% Change		2012		2011		$ Change			% Change
	(Dollars in thousands)
Direct third-party expenses	$	4,572	$	4,853		$	(281	)	(5.8	)%	$	14,735	$	11,794	$	2,941		24.9	%
Datacenter and network operations*	3,479		5,196			(1,717		)	(33.0	)	10,708		15,938		(5,230		)	(32.8	)
Product development and sustainment*	2,628		5,290			(2,662		)	(50.3	)	10,408		12,789		(2,381		)	(18.6	)
Sales and marketing*	2,771		3,950			(1,179		)	(29.8	)	7,782		11,138		(3,356		)	(30.1	)
General and administrative*	5,416		7,019			(1,603		)	(22.8	)	16,712		19,078		(2,366		)	(12.4	)
Depreciation and amortization	2,777		2,572			205			8.0		6,572		10,448		(3,876		)	(37.1	)
Impairment charges	—		139,519			(139,519		)	(100.0	)	—		139,519		(139,519		)	(100.0	)
Acquisition transaction and integration costs	—		(171		)	171			(100.0	)	—		5,901		(5,901		)	(100.0	)
Restructuring	—		4,465			(4,465		)	(100.0	)	2,505		4,840		(2,335		)	(48.2	)
Total operating expenses	$	21,643	$	172,693		$	(151,050	)	(87.5	)%	$	69,422	$	231,445	$	(162,023	)	(70.0	)%

* excluding depreciation

We acquired Adenyo in mid-April 2011. ~~The~~Our operating results for the ~~six~~nine months ended ~~June~~ September 30, 2012 include the impact from a full period of media-related activity. resulting from the Adenyo purchase. The corresponding period in 2011 only included media-related activity beginning in mid-April 2011.

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Direct third party expenses

For the three months ended ~~June~~September 30, 2012, direct third party expenses ~~increased~~decreased $1.0.3 million, or 245.98%, compared to the corresponding period in 2011. The ~~Although~~decrease ~~shared~~was ~~carrier~~primarily ~~feeds~~due ~~decreased~~to ~~$0.2~~a ~~million,~~reduction ~~the~~in ~~increase~~associated ~~was~~revenues. ~~primarily driven by:~~

•For ~~$0.3~~the ~~million~~nine ~~related~~months toended ~~increased~~September ~~data~~30, ~~purchases~~2012, ~~for~~direct ~~the~~third ~~analytics~~party ~~business~~expenses ~~and~~increased $02.39 million, ~~related~~or to24.9%, ~~increased~~compared ~~media~~to ~~publisher~~the ~~costs,~~corresponding as2011 ~~this~~ period. ~~for~~This ~~2012~~increase ~~includes~~was ~~the~~primarily ~~full~~driven ~~impact of the acquisition of Adenyo;~~by:

• $0.1.4 million ~~increase~~penalty inrelated ~~usage-based~~to ~~fees~~volume ~~for~~minimums ~~customer~~in ~~specific~~the ~~third-party~~premium ~~software,~~messaging ~~because~~business ~~user~~that ~~volume~~were ~~through~~not met in the ~~AT&T~~first ~~portal~~half ~~increased~~of ~~over~~2012. ~~the~~The ~~corresponding~~agreement ~~period~~pursuant to which this penalty was incurred was terminated in ~~2011;~~May 2012. We decided to exit in the third quarter of 2012 and we have not experienced any additional charges of this type, nor do we expect any in the future;

• $01.61 million ~~penalty~~of ~~related~~increased todata ~~volume~~purchases ~~minimums~~for in the ~~messaging~~analytics business ~~that~~and ~~were~~publisher ~~not~~costs ~~met~~for in the ~~second~~media ~~quarter~~business, ofas 2012. ~~The~~includes ~~agreement~~the ~~pursuant~~full toimpact ~~which~~of ~~this~~the ~~penalty~~acquisition ~~was incurred was terminated in May 2012. We do not expect this type~~ of ~~charge~~Adenyo; ~~to continue.~~and

~~For~~• ~~the~~$0.4 ~~six~~million ~~months~~of ~~ended~~increased ~~June 30,~~usage-based ~~2012,~~fees ~~direct~~for ~~third~~customer specific third-party ~~expenses increased $3.2 million~~software, oras ~~46.4%,~~user ~~compared~~volume tothrough the ~~corresponding~~AT&T ~~2011~~portal ~~period.~~increased ~~This~~over ~~increase~~the ~~was~~prior ~~primarily driven by:~~year.

• $0.8 million related to increased data purchases for the analytics business and $0.5 million related to increased media publisher costs, as this period for 2012 includes the full impact of the acquisition of Adenyo;

• $0.6 million usage-based fees for customer specific third-party software, as user volume through the AT&T portal increased over the corresponding period in 2011; and

• $1.4 million penalty related to volume minimums in the messaging business that were not met in the first half of 2012. The agreement pursuant to which this penalty was incurred was terminated in May 2012. We do not expect this type of charge to continue.

Datacenter and network operations, excluding depreciation

For the three months ended ~~June~~September 30, 2012, datacenter and network operations expense, excluding depreciation, decreased $01.97 million, or 1833.70%, compared to the corresponding period in 2011. This decrease was primarily driven by:

• $01.31 million decrease attributable to ~~decreased~~lower ~~expenses related to~~ headcount and personnel related costs; and

• $0.5 million decrease in ~~bandwidth, hosting,~~ software and maintenance costs, facilities and rental expense.

For the ~~six~~nine months ended ~~June~~ September 30, 2012, datacenter and network operations expense, excluding depreciation, decreased $3.5.2 million, or 32.8%, compared to the corresponding period in 2011. This decrease was primarily driven by:

21• $2.4 million decrease attributable to lower headcount and personnel related costs;

~~Table~~• of$1.0 ~~Contents~~million decrease in software and maintenance costs;

~~million,~~• ~~or 32~~$0.~~7%,~~8 ~~compared~~million todecrease ~~the corresponding period~~ in ~~2011.~~outsourced ~~This~~services ~~decrease~~to ~~was~~support ~~primarily~~data ~~driven by:~~centers;

• $10.4 million ~~attributable~~decrease toin ~~decreased~~bandwidth ~~expenses related to headcount~~ and ~~personnel related costs~~hosting; and

• $10.12 million decrease in ~~bandwidth,~~travel ~~hosting,~~costs ~~software~~as ~~and~~we ~~maintenance~~exited ~~costs;~~the ~~and~~majority of our international operations in 2011.

• $0.8 million decrease in outsourced services to support data centers.

Product development and sustainment, excluding depreciation

For the three months ended ~~June~~September 30, 2012, product development and sustainment expense, excluding depreciation, decreased $02.87 million, or 2250.3%, compared to the corresponding period in 2011. This decrease was primarily due to ~~lower~~a ~~software~~$2.2 million ~~development~~reduction in offshore contractor expenses due to the decline in professional services revenue, a $0.3 million decrease in facilities and equipment costs, and a $0.2 million decrease in travel and related expenses due to the ~~reduced~~exit ~~costs~~of the majority of our ~~offshore~~international ~~resources~~operations in 2011.

For the ~~six~~nine months ended ~~June~~ September 30, 2012, product development and sustainment expense, excluding depreciation, ~~increased~~decreased $02.34 million, or 318.76%, as compared to the corresponding period in 2011. This ~~increase~~decrease was primarily ~~driven~~due byto a $12.4 7 million ofdecrease ~~increased~~in ~~headcount~~offshore ~~and~~contractor ~~personnel~~expenses ~~costs~~due ~~associated~~to ~~with~~the ~~our~~reduction ~~acquisition of Adenyo that occurred~~ in ~~April~~professional ~~2011,~~services ~~partially~~revenue ~~offset~~and bya $0.46 million ~~associated~~decrease ~~with~~in ~~headcount~~travel ~~reductions~~and inrelated ~~non-Adenyo~~expenses ~~related~~due ~~businesses~~to ~~and~~the ~~$0.5~~exit ~~million~~of the majority of ~~lower~~our ~~software~~international ~~development~~operations ~~costs~~in ~~related~~2011. These todecreases ~~the~~were ~~reduced~~partially ~~costs~~offset ofby ~~our~~a ~~offshore~~$1.4 ~~resources~~million increase in salary and benefits.

Sales and marketing, excluding depreciation

For the three months ended ~~June~~September 30, 2012, sales and marketing expense, excluding depreciation, decreased $1.32 million, or 3329.58%, compared to the corresponding period in 2011. This decrease was primarily ~~driven~~due ~~by:~~to a $0.9 million reduction in headcount and personnel related costs, a $0.3 million decrease in travel and related expenses due to the exit of the majority of our international operations in 2011 and a $0.1 million decrease in marketing activities.

•For the nine months ended September 30, 2012, sales and marketing expense, excluding depreciation, decreased $13.14 million, ~~decrease~~or 30.1%, compared to the corresponding period in ~~expenses~~2011. ~~related~~This decrease was primarily due to a $2.0 million reduction in headcount and personnel related costs;, a $0.7 million decrease in marketing activities, and a $0.7 million decrease in travel and related expenses due to the exit of the majority of our international operations in 2011.

• $0.1 million decrease in marketing activities.

For the six months ended June 30, 2012, sales and marketing expense, excluding depreciation, decreased $2.2 million, or 30.3%, as compared to the corresponding 2011 period. This decrease was primarily driven by:

• $1.5 million of decreased expenses related to headcount and personnel related costs; and

• $0.6 million decrease in marketing activities.

General and administrative, excluding depreciation

For the three months ended ~~June~~September 30, 2012, general and administrative expense, excluding depreciation, decreased $1.06 million, or 1722.28%, compared to the corresponding period in 2011. This decrease was primarily ~~driven~~due ~~by:~~to decreases in legal, relocation, accounting and consulting fees.

~~• $0.9 million decrease in expenses related to headcount and personnel related costs; and~~20

•Table ~~$0.3~~of ~~million decrease in accounting and consulting fees.~~Contents

For the ~~six~~nine months ended ~~June~~September 30, 2012, general and administrative expense, excluding depreciation, decreased $02.84 million, or 612.34%, as compared to the corresponding period in 2011. This decrease was primarily ~~driven~~due ~~by $1.2 million decrease in expenses related~~ to: ~~headcount and personnel related costs, partially offset by increased administrative expenses associated with the purchase of Adenyo in April 2011.~~


•	$1.5 million decrease in legal, relocation, accounting, and consulting fees;


•	$0.7 million decrease in headcount and personnel related costs; and


•	$0.7 decrease of expenses related to receivables considered uncollectible.

These decreases were partially offset by:


•	$0.3 million of increased facility rental costs associated with the additional space related to offices acquired with Adenyo; and


•	$0.2 million of increased costs related to contractors.

Depreciation and amortization

For the three ~~and six~~ months ended ~~June~~September 30, 2012, depreciation and amortization expense ~~decreased~~increased $20.12 million, or 508.60%, ~~and $4.1 million, or 51.8%~~ compared to the corresponding 2011 ~~periods~~period. The ~~decrease~~increase was primarily due to ~~less~~accelerated depreciation of assets associated with our corporate headquarters that will be relocating effective January 2, 2013. This increase was partially offset by lower amortization associated with intangible assets and capitalized software, as a result of impairment of these assets that occurred in the ~~last~~second half of 2011.

For the nine months ended September 30, 2012, depreciation and amortization expense decreased $3.9 million, or 37.1%, compared to the corresponding 2011 period. The decrease was primarily due to lower amortization associated with intangible assets and capitalized software as a result of impairment of these assets that occurred in the second half of 2011.

Impairment charges

As a result of an impairment test performed as of July 31, 2011, we recorded an estimated impairment charge in the third quarter of 2011. Additionally, we performed our annual impairment test and finalized our estimated impairment charge during the fourth quarter of 2011. For the nine months ended September 30, 2011, we recorded impairment charges of $139.5 million (adjusted to $140.5 million during the fourth quarter), of which $123.5 million (adjusted to $124.3 million during the fourth quarter of 2011) relates to goodwill and $16.0 million (adjusted to $16.2 million during the fourth quarter of 2011) relates to various fixed and intangible assets.

Acquisition transaction and integration costs

Acquisition transaction and integration costs ~~of $2.0 million~~ incurred during the three ~~months ended June 30, 2011~~ and ~~$6.1~~nine ~~million incurred during the six~~ months ended ~~June~~ September 30, 2011 relate to the acquisition of Adenyo which was completed on April 14, 2011.

Restructuring

During the first quarter of 2012, as a part of the overall realignment of our strategic path, and following the termination of our agreement with XL on December 31, 2011, we initiated a restructuring plan related to our international operations. In connection with the implementation of the restructuring plan, we incurred $2.0 million of restructuring charges during the three months ended March 31, 2012, primarily costs associated with involuntary termination benefits and retention bonuses. During the second quarter of 2012, we continued these restructuring efforts and incurred an additional $0.5 million of involuntary termination benefits.

Other expense, net



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
	(Dollars in thousands)
Other income (expense)	$	(281	)	$	11		$	(802	)	$	37
Interest and investment income, net	—			1			1			27
Interest expense	(490		)	(189		)	(1,424		)	(189		)
Total other expense, net	$	(771	)	$	(177	)	$	(2,225	)	$	(125	)

For the three and nine months ended September 30, 2012, other expense of $0.3 million and $0.8 million, respectively, primarily represents the loss recognized on asset disposals associated with the termination of the lease for our Bellevue, Washington headquarters. Interest expense of $0.5 million and $1.4 million for the three and nine months ended September 30, 2012, respectively, relates to the term loan we entered into on September 16, 2011. See Note 6—Debt Facilities to our condensed

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	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012			2011		2012			2011
	(Dollars in thousands)
Other income (expense)	$	(525	)	$	11	$	(521	)	$	26
Interest and investment income, net	1			—		1			26
Interest expense	(473		)	—		(934		)	—
Total other income (expense), net	$	(997	)	$	11	$	(1,454	)	$	52

consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources for more information.

~~Other~~Provision ~~expense~~(benefit) ~~of $0.5 million~~ for ~~the~~income ~~three~~taxes and six months ended June 30, 2012 primarily represents the loss on asset disposals associated with the termination of the lease for our Bellevue, Washington headquarters. Interest expense of $0.5 million and $0.9 million for the three and six months ended June 30, 2012, respectively, relates to the term loan we entered into on September 16, 2011. See Note 6—Debt Facilities to our condensed consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources for more information.

Provision for income taxes



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2012		2011			2012		2011
	(Dollars in thousands)
Provision (benefit) for income taxes	$	96	$	(6,355	)	$	28	$	(5,471	)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012			2011		2012			2011
	(Dollars in thousands)
Provision (benefit) for income taxes	$	(160	)	$	441	$	(68	)	$	884

The provision (benefit) for income taxes for the three and nine months ended September 30, 2012 and 2011 primarily consists of a deferred U.S. tax provision for the difference between book and tax treatment of goodwill associated with our acquisition of Adenyo and InfoSpace Mobile.

~~The~~Our ~~provision~~historical ~~(benefit)~~lack ~~from~~of ~~income~~profitability ~~taxes~~is ~~for~~a ~~the~~key ~~three~~factor ~~and~~in ~~six~~concluding ~~months~~there ~~ended~~is ~~June 30,~~insufficient ~~2012~~evidence ~~and~~of ~~2011~~our ~~primarily~~ability ~~consists~~to ofrealize aany ~~deferred~~future ~~U.S.~~benefits ~~tax~~from ~~provision~~our ~~for~~deferred ~~the~~tax ~~difference~~assets ~~between book~~ and ~~tax~~accordingly, ~~treatment~~we ofmaintain ~~goodwill~~a ~~associated~~full ~~with~~valuation ~~the~~allowance ~~acquisition~~against ofour ~~Adenyo~~net ~~and~~deferred ~~Infospace~~tax ~~Mobile~~assets.

We maintain a full valuation allowance against our net deferred tax assets which precludes us from recognizing a tax benefit for our current operating losses. Our historical lack of profitability is a key factor in concluding there is insufficient evidence of our ability to realize any future benefits from our deferred tax assets.

Net loss from discontinued operations

	Three Months Ended											~~Six~~Nine Months Ended
	June 30,											June 30,
	September 30,											September 30,
	2012			2011			$ Change			% Change		2012			2011			$ Change			% Change
	(Dollars in thousands)
Net loss from discontinued operations	$	~~(1,765~~—	)	$	(132,~~381~~789	)	$	~~(384~~32,789	)	27(100.80	)%	$	(6,446	)	$	(~~907~~33,696	)	$	(527,~~539~~250	)	~~610~~(80.79	)%

~~The~~Net ~~net~~ loss from discontinued operations for the three and ~~six~~nine months ended ~~June~~September 30, 2012 and 2011 includes the results of our operations in India, the Asia Pacific region, the Netherlands and France.

Net income (loss)

	Three Months Ended										~~Six~~Nine Months Ended
	June 30,										June 30,
	September 30,										September 30,
	2012			2011			$ Change		% Change		2012			2011			$ Change			% Change
	(Dollars in thousands)
Net loss	$	(1,931	)	$	(4,269	)	$	2,338	(54.8	)%	$	(10,616	)	$	(10,410	)	$	(206	)	2.0	%
Net income (loss)	$	536		$	(174,538	)	$	175,074	(100.3	)%	$	(10,080	)	$	(184,948	)	$	174,868		(94.5	)%

For the three months ended ~~June~~September 30, 2012, net ~~loss~~income was $10.95 million, compared to net loss of $4174.35 million for the three months ended ~~June~~September 30, 2011. For ~~The~~the nine months ended September 30, 2012, net loss was $210.31 million, ~~change~~compared ~~primarily~~to ~~reflects:~~net loss of $184.9 million for the nine months ended September 30, 2011.

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• $2.1 million decrease in depreciation and amortization;

• $2.0 million decrease in acquisition transaction and integration costs;

• $1.3 million decrease in sales and marketing expenses;

• $1.0 million decrease in general and administrative expenses; and

• $0.9 million decrease in datacenter and network operation expenses.

These decreases in expenses were partially offset by:

• $3.6 million decrease in total revenues;

• $1.0 million increase in direct third party expenses;

• $0.4 million increase in net loss from discontinued operations; and

• $0.3 million increase in restructuring costs.

For the six months ended June 30, 2012 net loss was $10.6 million, compared to $10.4 million for the six months ended June 30, 2011. The $0.2 million increase primarily reflects:

• $5.5 million increase in net loss from discontinued operations;

• $5.1 million decrease in total revenues;

• $3.2 million increase in direct third party expenses; and

• $2.1 million increase in restructuring costs.

These items were partially offset by:

• $6.1 million decrease in acquisition transaction and integration costs;

• $4.1 million decrease in depreciation and amortization;

• $3.5 million decrease in datacenter and network operation expenses; and

• $2.2 million decrease in sales and marketing expenses.

Liquidity and Capital Resources

General

Our principal needs for liquidity have been to fund operating losses, working capital requirements, restructuring expenses, capital expenditures, international activity, acquisitions, integration and for debt service. Our principal sources of liquidity as of ~~June~~September 30, 2012 consisted of cash and cash equivalents of $1719.~~6 million. Additionally, as described further below, on May 10, 2012, we amended the term loan by adding a $5.~~0 million ~~revolving loan facility from High River~~. We are required to repay any advance thereunder within 60 days of such advance or, if earlier, when the term loan becomes due pursuant to its terms. The annual interest rate on the amounts borrowed pursuant to the revolving loan is 15% per year, which amount will increase by 2% at the time of any event of default under our term loan. No amounts are currently outstanding under the revolving loan facility. We have implemented cost reduction measures and are continuing to review our liquidity needs. Over the near term, we expect that working capital requirements will continue to be our principal needs for liquidity. In the long term, working capital requirements are expected to increase if we succeed in executing our longer term business plan and growing our business.

On July 24, 2012, we launched a rights offering pursuant to which we distributed to holders of our common stock at the close of business on July 23, 2012 ~~received~~ one transferable subscription right for every one share of common stock owned as of that date. Each subscription right, subject to certain limitations, ~~entitles~~entitled the holder thereof to subscribe for a unit, at a subscription price of $0.65 per unit. Each unit ~~consists~~consisted of 0.02599 shares of 1213% Redeemable Series J preferred stock and 0.~~30861~~21987 warrants to purchase a share of common stock, as well as an over-subscription privilege. IfThe ~~the~~ rights offering iswas fully subscribed, weand ~~anticipate~~closed ~~receiving~~on ~~approximately~~October 11, ~~$28~~2012.~~5 million in net proceeds.~~ We ~~must~~received ~~use~~approximately ~~a portion of the proceeds to repay any amounts outstanding under our revolving loan facility from High River, which could be up to~~ $528.0 million. Noin ~~amounts~~net ~~are currently outstanding under the revolving loan facility~~proceeds. We intend to use the ~~remaining~~ net proceeds from this rights offering for general corporate and working capital purposes. Those purposes may include any acquisitions we may pursue. We have no current plans to pursue any specific acquisition.

2422

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~~plans~~We have implemented cost reduction measures and are continuing to review our liquidity needs. Over the near term, we expect that working capital requirements will continue to be our principal need for liquidity. In the long term, working capital requirements are expected to increase if we succeed in executing our longer-term business plan and growing our business. We believe that our future cash flow from operations and available cash and cash equivalents will be sufficient to meet our liquidity needs for the next 12 months. However, this may not be the case, our longer-term liquidity and ability to execute on our longer term business plan is contingent on our ability to raise additional capital, and on our not experiencing any events that may accelerate the payment of our term loan. Our ability to fund our capital needs also depends on our future operating performance, our ability to successfully realign our costs and strategic path, the effect of any financing alternatives we may pursue, and our ability to meet financial covenants under any ~~specific~~indebtedness ~~acquisition~~we may incur. ~~There~~We ismay noalso ~~assurance~~need to raise additional capital to execute our longer-term business plan. We cannot assure that sufficient capital will be available on acceptable terms, if at all, or that we will ~~successfully~~generate ~~close~~sufficient funds from operations to repay our term loan when due or to adequately fund our longer term operating needs. If we are unable to raise sufficient funds, we may need to implement additional cost reduction measures and explore other sources to fund our longer term business needs and repay our term loan when due. Our failure to do so could result, among other things, in a default under our term loan, loss of our customers and a loss of our stockholders' entire investment. Our ability to meet our liquidity needs or raise additional funds may also be adversely affected by the ~~rights~~legal ~~offering~~proceedings we are subject to as described in Part II, Item 1 - Legal Proceedings. Our operating performance may also be affected by risks and uncertainties discussed in Part II, Item 1A - Risk Factors. These risks and uncertainties may also adversely affect our short and long-term liquidity.

WeIf ~~believe~~we ~~that~~are ~~our~~unable ~~future cash flow from operations and available cash and cash equivalents will be sufficient~~ to meet ~~our liquidity needs for~~ the ~~next~~performance 12commitments ~~months.~~under ~~However,~~our ~~this~~revenue ~~may~~contracts ~~not~~or beeffectively ~~the~~enforce ~~case,~~or ~~our~~accurately ~~longer-term liquidity~~ and ~~ability~~timely tobill ~~execute~~and oncollect ~~our~~for ~~longer~~contracts ~~term~~with ~~business plan is contingent on~~ our ~~ability to raise additional capital~~customers, ~~including~~it inmay ~~the~~have ~~rights~~an ~~offering~~adverse ~~currently~~impact ~~in progress and~~ on our ~~not~~cash ~~experiencing~~flow ~~any events that may accelerate the payment of our term loan~~ and ~~amounts drawn under our revolving credit facility~~liquidity. We ~~are~~As ~~required~~of toSeptember 30, ~~use the proceeds from our rights offering to repay our revolving loan facility~~2012, ~~but not our term loan~~$2. ~~Our~~1 ~~ability~~million toof ~~fund~~accounts ~~our~~receivable ~~capital~~related ~~needs also depends on our future operating performance, our ability~~ to ~~successfully realign~~ our ~~costs~~messaging ~~and strategic path~~business, ~~the effect~~ of ~~any~~which ~~financing~~$1.9 ~~alternatives~~million wewill ~~may~~be ~~pursue~~used ~~and our ability~~ to ~~meet~~pay ~~financial~~outstanding ~~covenants~~accounts ~~under~~payable ~~any~~balances. Independent ~~indebtedness~~of wethe ~~may~~messaging ~~incur~~business, $3.7 Wemillion ~~may~~was ~~also~~included ~~need~~in toaccounts ~~raise~~receivable ~~additional~~but ~~capital~~was tonot ~~execute~~billed ~~our~~until ~~longer term business plan~~October 2012.

Term Loan. We ~~cannot~~entered ~~assure~~into ~~that~~a ~~sufficient~~$20 ~~capital~~million ~~(including~~term ~~from~~loan ~~the~~with ~~rights~~High ~~offering)~~River ~~will~~as beevidenced ~~available~~by ona ~~acceptable~~promissory ~~terms,~~note ifdated atSeptember ~~all~~16, or2011 ~~that~~as weamended ~~will~~on ~~generate~~November ~~sufficient~~14, ~~funds~~2011 ~~from~~and ~~operations~~February to28, ~~repay~~2012. The ~~our~~ term loan ~~and~~accrues ~~amounts~~interest ~~drawn~~at ~~under~~9% ~~our~~per ~~revolving~~year, ~~credit~~which ~~facility~~is ~~when~~paid-in-kind ~~due~~quarterly orthrough tocapitalizing ~~adequately~~interest ~~fund~~and ~~our~~adding ~~longer~~it ~~term~~to ~~operating~~the ~~needs.~~principal Ifbalance, weis ~~are~~secured ~~unable~~by toa ~~raise~~first ~~sufficient~~lien ~~funds,~~on wesubstantially ~~may~~all ~~need~~of toour ~~implement~~assets ~~additional~~and ~~cost~~is ~~reduction~~guaranteed ~~measures~~by ~~and~~two ~~explore~~of ~~other~~our ~~sources~~subsidiaries, tomCore ~~fund~~International ~~our~~and ~~longer~~Motricity ~~term~~Canada. ~~business~~The ~~needs~~principal and ~~repay~~interest ~~our~~are ~~term~~due ~~loan~~ and ~~amounts~~payable ~~drawn~~at ~~under~~maturity ~~our~~on ~~revolving~~August ~~credit~~28, ~~facility~~2013. The ~~when~~term ~~due.~~loan ~~Our~~provides ~~failure~~High River with a right to doaccelerate sothe ~~could~~payment ~~result~~of the term loan if, among other things, inwe aexperience ~~default~~an ~~under~~ownership ~~our~~change ~~term~~(within ~~loan~~the ~~and~~meaning ~~revolving~~of ~~credit~~Section ~~facility,~~382 ~~loss~~ of ~~our~~the ~~customers~~Code) ~~and~~that aresults ~~loss~~in ofa ~~our~~substantial ~~stockholders'~~limitation ~~entire~~on ~~investment. Our~~our ability to ~~meet~~use our ~~liquidity~~net ~~needs~~operating orlosses ~~raise~~and ~~additional~~related ~~funds~~tax ~~may~~benefits ~~also~~or beif ~~impacted by~~ the ~~legal~~shares ~~proceedings~~of weSeries J ~~are~~preferred ~~subject~~stock toissued ~~as described~~ in ~~Item~~the 1rights -offering ~~Legal~~or ~~Proceedings.~~any ~~Our~~other ~~operating~~shares ~~performance~~of ~~may~~preferred ~~also~~stock bethat ~~affected~~we bymay ~~risks~~issue ~~and~~become ~~uncertainties~~redeemable ~~discussed~~at inthe ~~Part~~option ~~II, Item 1A~~ of ~~this~~the ~~report.~~holders ~~These~~or ~~risks~~if ~~and~~we ~~uncertainties~~are ~~may~~required ~~also~~to ~~adversely~~pay ~~affect~~the ~~our~~liquidation ~~short~~preference ~~and~~for ~~long-term~~such ~~liquidity~~shares.

IfAt weour ~~are~~request, ~~unable~~High toRiver ~~meet~~agreed ~~the~~to ~~performance~~provide ~~commitments~~us ~~under~~with ~~our~~a ~~revenue~~$5 ~~contracts~~million orrevolving ~~effectively~~credit ~~enforce~~facility ~~or accurately~~ and ~~timely~~in ~~bill~~connection ~~and collect for contracts with our customers~~therewith, itwe ~~may~~further ~~have~~amended anthe ~~adverse~~Note ~~impact~~ on ~~our~~May ~~cash flow and liquidity. As of June 30~~10, 2012~~, $4~~.2 We ~~million~~did ofnot ~~accounts~~borrow ~~receivable~~any ~~related~~sums tounder ~~our~~the ~~messaging~~revolving ~~business,~~credit offacility which ~~$3.4~~terminated ~~million~~upon ~~will~~the becompletion ~~used to pay outstanding accounts payable balances. Independent~~ of the ~~messaging~~rights ~~business,~~offering ~~$4.0~~on ~~million~~October 11, ~~was included in accounts receivable but was not billed until July~~ 2012.

~~Term Loan. We entered into a $20 million term loan with~~ High River asis ~~evidenced~~beneficially owned by aMr. ~~promissory~~Carl ~~note~~C. ~~(the~~Icahn, ~~“Note”)~~a ~~dated~~beneficial ~~September 16~~holder, ~~2011~~ as ~~amended~~of on November 14 5, ~~2011~~2012 ~~and~~of ~~February~~approximately ~~28, 2012~~30. ~~The~~7% ~~term~~of ~~loan~~our ~~accrues~~outstanding ~~interest~~shares atof 9%common ~~per~~stock ~~year,~~and ~~which~~of isapproximately ~~paid-in-kind~~95.5% ~~quarterly~~of ~~through~~our ~~capitalizing~~Series ~~interest~~J ~~and~~preferred ~~adding~~stock. itMr. toBrett ~~the~~C. ~~principal balance~~Icahn, ~~is secured by~~ a ~~first~~director ~~lien on substantially all~~ of ~~our~~the ~~assets~~Company, ~~and~~ is ~~guaranteed~~the byson ~~two~~ of ~~our~~Mr. ~~subsidiaries,~~Carl ~~mCore~~C. ~~International~~Icahn, and ~~Motricity Canada~~Mr. ~~The~~Hunter ~~principal~~C. ~~and interest are due and payable at maturity on August 28~~Gary, ~~2013. The term loan provides High River with~~ a ~~right~~director ~~to accelerate the payment~~ of the ~~term loan if~~Company, ~~among~~is ~~other~~married ~~things,~~to weMr. ~~experience~~Carl anC. ~~ownership~~Icahn's ~~change~~wife's ~~(within~~daughter. ~~the~~The ~~meaning~~term ofloan ~~Section 382 of the Internal Revenue Code of 1986~~ as amended) ~~that~~with ~~results~~High inRiver awas ~~substantial~~unanimously ~~limitation~~approved onby ~~our~~a ~~ability~~committee tocomprised ~~use~~of ~~our~~disinterested ~~net~~directors ~~operating losses and related tax benefits or if the shares~~ of ~~any~~our ~~preferred~~Board ~~stock that we may issue become redeemable at the option~~ of ~~the holders or if we are required to pay the liquidation preference for such shares~~Directors.

At our request, High River agreed to provide us with a $5 million revolving loan facility and in connection therewith, we further amended the Note on May 10, 2012. Under the revolving facility, we may request amounts in $2.5 million increments, unless High River in its sole discretion agrees to lend amounts in smaller increments. We are required to repay any amounts drawn under the revolving credit facility at the earliest to occur of: (i) 60 days of such advance; (ii) August 28, 2013; (iii) a Corporate Transaction (as defined in the Note) with net cash proceeds in excess of $5 million; (iv) a Qualifying Rights Offering (as defined in the Note, which would include our rights offering currently in progress); or (v) all of our other obligations under the Note towards High River becoming due and payable (whether by acceleration or otherwise). The annual interest rate on the amounts borrowed pursuant to the revolving loan is 15%. As of June 30, 2012 we have not drawn any amounts under the revolving credit facility.

High River is beneficially owned by Mr. Carl C. Icahn, a beneficial holder, as of August 6, 2012 of approximately 16.5% of our outstanding shares of common stock. Mr. Brett C. Icahn, a director of the Company, is the son of Mr. Carl C. Icahn, and Mr. Hunter C. Gary, a director of the Company, is married to Mr. Carl C. Icahn's wife's daughter. The Note as amended with High River was unanimously approved by a committee comprised of disinterested directors of the Company's Board of Directors.

Cash Flows

As of ~~June~~September 30, 2012 and December 31, 2011, we had cash and cash equivalents of $1719.60 million and $13.1 million, respectively. The $4.5.9 million increase reflects $68.72 million of cash provided by operating activities, partially offset by $1.43 million of cash used in investing activities, and $1.01 million of cash used in financing activities.

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Net Cash Provided by Operating Activities

~~During~~For the ~~six~~nine months ended ~~June~~ September 30, 2012, cash of $68.72 million was provided by operating activities. Our operating activities from continuing operations provided $1213.27 million of cash, primarily related to ~~the~~a $106.27 million net change in our operating assets and liabilities, non-cash adjustments of $6.6 million for depreciation and amortization, $1.6 million for stock-based compensation expense and $1.4 million for non-cash interest expense, partially offset by loss from continuing operations of $3.6 million. ~~This~~The change in operating assets and liabilities was driven by the decrease in accounts receivable, primarily related to terminated international carrier contracts, which was partially offset by the decrease in accounts payable and accrued expenses. Operating activities from ~~discontinued operations used $5.5 million of cash.~~

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discontinued operations used $5.5 million of cash during the nine months ended September 30, 2012.

Net Cash Used in Investing Activities

For the ~~six~~nine months ended ~~June~~ September 30, 2012, cash of $01.90 million was used to purchase property and equipment for our network operations and $0.4 million was included in assets weheld for sale which were disposed of in the sale of our discontinued operations in the Netherlands and France.

Net Cash Used in Financing Activities

~~Net~~For the nine months ended September 30, 2012, net cash of $1.01 million was used in financing activities ~~for the six months ended June 30~~, ~~2012~~primarily ~~and~~ related to payments for prepaid offering costs associated with our rights offering ~~currently~~which inclosed ~~progress~~on October 11, 2012.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or other financing activities with special-purpose entities.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. The preparation of our financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions and in certain cases the difference may be material. Any differences may have a material impact on our financial condition and results of operations. For a discussion of how these and other factors may affect our business, see the “Cautionary Statement” and “Recent Developments” above and “Risk Factors” in Part II, Item 1A of this report, as well as other cautionary statements set forth in this report.

Our critical accounting policies are available in Item 8 of ~~the~~our Annual Report on Form 10-K for the year ended December 31, 2011, as amended by our Current Report on Form 8-K filed on May 25, 2012, which contains our financial statements recast to present certain information as discontinued operations and to retroactively apply FASB Accounting Standards Update No. 2011-05 to include a new separate consolidated statement of comprehensive income (loss). There have not been any material changes with respect to these policies or estimates during the period covered by this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

We have evaluated all of the recent accounting pronouncements and believe that none of them will have a material effect on our financial condition, results of operations or cash flows.

Item 3. Qualitative and Quantitative Disclosures about Market Risk.

There have been no material changes from the qualitative and quantitative disclosures about market risk, including interest rate risk, foreign currency risk and risk of inflation, previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our interim Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our interim Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the ~~Securities~~ Exchange Act ~~of 1934~~ is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company's management, including its interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company's management, including its interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There has been no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial ~~reporting.~~

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reporting.

PART II

Item 1. Legal Proceedings.

Putative Securities Class Action. We previously announced that Joe Callan filed a putative securities class action complaint in the U.S. District Court, Western District of Washington at Seattle on behalf of all persons who purchased or otherwise acquired common stock of Motricity between June 18, 2010 and August 9, 2011 or in our IPO. The defendants in the case are Motricity, certain of our current and former directors and officers, including Ryan K. Wuerch, James R. Smith, Jr., Allyn P. Hebner, James N. Ryan, Jeffrey A. Bowden, Hunter C. Gary, Brett Icahn, Lady Barbara Judge CBE, Suzanne H. King, Brian V. Turner; and the underwriters in our IPO, including J.P. Morgan Securities, Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc., RBC Capital Markets Corporation, Robert W. Baird & Co Incorporated, Needham & Company, LLC and Pacific Crest Securities LLC. The complaint alleges violations under Sections 11 and 15 of the Securities Act of 1933, as amended, (the "Securities Act") and Section 20(a) of the Securities Exchange Act (the "Exchange Act") by all defendants and under Section 10(b) of the Exchange Act by Motricity and those of our former and current officers who are named as defendants. The complaint seeks, inter alia, damages, including interest and plaintiff's costs and rescission. A second putative securities class action complaint was filed by Mark Couch in October 2011 in the same court, also related to alleged violations under Sections 11 and 15 of the Securities Act, and Sections 10(b) and 20(a) of the Exchange Act. On November 7, 2011, the class actions were consolidated, and lead plaintiffs were appointed pursuant to the Private Securities Litigation Reform Act. On December 16, 2011, plaintiffs filed a consolidated complaint which added a claim under Section 12 of the Securities Act to its allegations of violations of the securities laws and extended the putative class period from August 9, 2011 to November 14, 2011. ~~On February 14, 2012, we filed a motion to dismiss the consolidated class actions, which the plaintiffs opposed by filing opposition briefs on April 4, 2012.~~ The plaintiffs filed an amended complaint on May 11, 2012 and a second amended complaint on ~~June~~July 11, 2012. On August 1, 2012, we filed a motion to dismiss the ~~consolidated class action. The plaintiffs then filed a~~ second amended complaint ~~on July 11, 2012~~.

We intend to vigorously defend against these claims.

Item 1A. Risk Factors.

~~The~~Our ~~risk~~failure ~~factors~~to ~~below~~raise ~~are~~additional ~~based~~capital onor generate the ~~risk~~cash ~~factors~~flows ~~contained~~necessary into ~~Amendment~~repay ~~No.~~any 5amounts tooutstanding under our ~~Registration~~term ~~Statement~~loan onwhen ~~Form~~due ~~S-3~~and ~~filed~~to onmaintain ~~Form~~and ~~S-1~~expand ~~filed~~our ~~with~~operations ~~the~~and ~~SEC~~invest in ~~connection~~our ~~with~~services ~~the~~could ~~rights~~result ~~offering that is currently~~ in ~~progress. Pursuant~~a todefault ~~the~~under ~~rights~~our ~~offering,~~term weloan ~~distributed~~and toreduce ~~holders of~~ our ~~common~~ability ~~stock~~to ascontinue ofnormal ~~July~~operations. ~~23,~~We ~~2012~~may ~~one~~not ~~transferable~~have ~~subscription~~sufficient ~~right~~capital ~~for~~to ~~every~~pay ~~one~~amounts ~~share~~outstanding ofunder ~~common~~our ~~stock~~term ~~owned~~loan aswhen ofdue ~~that~~or ~~date. Each subscription right, subject~~ to ~~certain~~redeem ~~limitations,~~our ~~entitles the holder thereof to purchase a unit consisting of 0.02599 shares of 12% Redeemable~~ Series J preferred stock ~~and~~if ~~0.30861~~the ~~warrants~~holders ~~to purchase a share~~ of ~~our~~such ~~common~~ stock, atrequire ~~subscription~~us ~~price~~to ofdo $0so.65 ~~per~~This ~~unit. No~~could ~~shares~~adversely ofaffect ~~Series~~our Jability ~~preferred stock or common stock warrants~~ to becontinue ~~issued~~normal inoperations ~~connection with the rights offering will be outstanding unless~~ and ~~until~~could ~~the~~result ~~rights~~in ~~offering is consummated. Therefore, all references herein to~~ the ~~rights~~loss of ~~the~~your ~~holders~~entire ofinvestment. ~~Series J preferred stock assume that the shares of~~

27We believe that our future cash flow from operations and available cash and cash equivalents will be sufficient to meet our liquidity needs for the next twelve months. However, this may not be the case, as our longer-term liquidity and ability to execute on our longer term business plan is contingent on our ability to raise additional capital and on our not experiencing any events that may accelerate the payment of our term loan. Our ability to fund our capital needs also depends on our future operating performance, our ability to successfully realign our costs and strategic path, the effect of any financing alternatives we may pursue and our ability to meet financial covenants under any indebtedness we may incur. We may also need to raise additional capital to execute our longer term business plan, including to complete planned upgrades and enhancements to our products and services, increase our investment in capital equipment to support new and existing customers, extend our marketing and sales efforts, and make strategic acquisitions if attractive opportunities become available. Our future capital requirements will depend on many factors, including our future operating performance, our ability to successfully realign our costs and strategic path, the time and cost of our service enhancements, the rate of growth of the mobile media and enterprise business, the rate of mobile data subscriber growth, the acceptance rate of mobile devices as multi-functional computing platforms, the demand for wireless applications, the time and cost of successfully entering into new customer contracts and the amount of investment needed to achieve our sales and marketing objectives.

If we raise additional capital in an equity financing, our stockholders may experience significant dilution of their ownership interests

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~~Series~~and the per share value of our common stock and/or Series J preferred stock ~~were~~could ~~issued~~decline. If we engage in debt financing, we may be required to accept terms that further restrict our ability to incur additional indebtedness and force us to maintain specified liquidity or other ratios. We may not be able to raise any additional capital that we may require on terms acceptable to us or at ~~the~~all. ~~close~~Our failure to do so could result, among other things, in a default under our term loan, loss of ~~the~~our ~~rights~~customers ~~offering~~and a loss of your entire investment.

Our failure to raise additional capital, including in the rights offering currently in progress, or generate the cash flows necessary to repay any amounts outstanding under our term loan and revolving loan facility when due and to maintain and expand our operations and invest in our services could result in a default under our term loan and revolving loan facility and reduce our ability to continue normal operations. We may not have sufficient capital to pay any amounts outstanding under our term loan ~~and revolving loan facility~~ when due or to redeem our Series J preferred stock if the holders of such stock require us to do so. This could ~~impact~~adversely affect our ability to continue normal operations and could result in the loss of your entire investment.

WeEvents ~~believe~~outside ~~that~~ our ~~future~~control, ~~cash~~such ~~flow~~as ~~from~~a ~~operations~~change ~~and~~in ~~available~~control, ~~cash~~which ~~and~~includes ~~cash~~a ~~equivalents~~person ~~will~~becoming bea ~~sufficient~~beneficial toowner ~~meet~~of ~~our~~securities ~~liquidity~~representing ~~needs~~at ~~for~~least ~~the~~50% ~~next~~of ~~twelve months. However, this may not be~~ the ~~case,~~voting ~~our~~power ~~longer-term~~of ~~liquidity and ability to execute on~~ our ~~longer~~company, ~~term~~a ~~business~~sale ~~plan~~of issubstantially ~~contingent~~all onof our ~~ability to raise additional capital~~assets, ~~including~~and incertain ~~the~~business ~~rights~~combinations ~~offering currently in progress~~ and onmergers, ~~our~~which ~~not~~cause ~~experiencing~~a ~~any~~change ~~events~~of ~~that~~20% ~~may~~or ~~accelerate~~more ~~the payment~~ of ~~our term loan and revolving credit facility. We are required to use~~ the ~~proceeds~~voting ~~from~~power ~~the~~of ~~rights offering to repay any amounts outstanding under~~ our ~~revolving loan facility~~company, ~~but~~an ~~not~~ownership ~~our~~change ~~term~~adversely ~~loan.~~affecting ~~Our~~our ability to ~~fund~~use our ~~capital~~net ~~needs also depends on our future~~ operating ~~performance,~~losses ~~our ability to successfully realign our costs~~ and ~~strategic~~related ~~path,~~tax ~~the~~benefits ~~effect of any financing alternatives we may pursue~~ and our ability to ~~meet~~implement ~~financial~~measures ~~covenants~~intended ~~under any indebtedness we may incur. We may also need~~ to ~~raise~~preserve ~~additional capital to execute~~ our ~~longer~~net ~~term~~operating ~~business~~losses ~~plan, including to complete planned upgrades~~ and ~~enhancements~~related totax ~~our products and services~~benefits, ~~increase~~give our investment in capital equipment to support new and existing customers, extend our marketing and sales efforts, and make strategic acquisitions if attractive opportunities become available. Our future capital requirements will depend on many factors, including our future operating performance, our ability to successfully realign our costs and strategic path, the ~~time~~holders ~~and cost~~ of our ~~service~~Series J ~~enhancements,~~preferred ~~the~~stock ~~rate~~a ofright ~~growth~~to ofrequire ~~the~~us ~~mobile~~to ~~media~~redeem ~~and~~their ~~enterprise~~Series J ~~business,~~preferred ~~the~~stock ~~rate of mobile data subscriber growth, the acceptance rate of mobile devices as multi-functional computing platforms, the demand for wireless applications, the time~~ and ~~cost~~may ofresult ~~successfully~~in ~~entering into new customer contracts and~~ the ~~amount~~acceleration of ~~investment needed to achieve~~ our ~~sales~~term ~~and marketing objectives~~loan.

IfOur weterm ~~raise~~loan ~~additional~~may ~~capital~~be inaccelerated anif ~~equity~~the ~~financing~~right ~~including~~of inour heSeries J ~~rights~~preferred ~~offering~~stockholders ~~currently~~to inrequire ~~progress,~~us ~~our~~to ~~stockholders~~redeem ~~may~~their ~~experience~~shares ~~significant~~of ~~dilution~~Series J ofpreferred ~~their~~stock is triggered or if we experience an ownership ~~interests~~change ~~and~~(within the ~~per~~meaning ~~share~~of ~~value~~Section 382 of ~~our~~the ~~common~~Code) ~~stock~~as ~~and/or~~described ~~Series~~above. JWe ~~preferred~~do ~~stock~~not ~~could~~have ~~decline.~~control Ifover wesome ~~engage~~of inthese ~~debt~~triggering ~~financing~~events, weand ~~may~~if beany ~~required~~of tothese ~~accept~~events ~~terms~~were ~~that~~to ~~further~~occur ~~restrict~~and ~~our~~we ~~ability~~were required to ~~incur~~repay ~~additional~~any ~~indebtedness~~amounts ~~and~~outstanding ~~force~~under usour toterm ~~maintain~~loan ~~specified~~or ~~liquidity~~redeem orour ~~other~~Series J ~~ratios.~~preferred Westock, we may not behave ~~able~~sufficient capital to ~~raise~~do ~~any~~so ~~additional~~or ~~capital~~to ~~that~~continue wenormal ~~may~~operations ~~require~~and onyou ~~terms~~could ~~acceptable~~lose toyour usentire orinvestment. atSee ~~all.~~Risk Factors-Our ~~failure~~ability to douse sonet ~~could~~operating ~~result,~~losses ~~among~~and ~~other~~certain ~~things,~~ built-in alosses ~~default~~to ~~under~~reduce ~~our~~future ~~term~~tax ~~loan~~payments ~~and~~may ~~revolving~~be ~~credit~~limited ~~facility,~~by ~~loss~~provisions of ~~our~~the ~~customers~~Code and may be subject to future limitation as a ~~loss~~result of ~~your~~future ~~entire investment~~transactions.

We ~~may~~depend ~~not~~on ~~have~~a ~~sufficient~~limited ~~capital~~number toof ~~pay~~customers ~~any~~for ~~amounts~~a ~~outstanding~~substantial ~~under~~portion of our ~~term~~revenues. ~~loan~~The ~~and~~loss ~~revolving~~of ~~credit~~any ~~facility~~key ~~when~~customer ~~due~~ or toany ~~redeem~~significant ~~our~~adverse ~~Series~~change Jin ~~preferred~~the ~~stock~~size ifor ~~the~~terms ~~holders~~ of ~~such~~a ~~stock~~contract ~~require~~with usany tokey docustomer ~~so. This~~ could ~~impact~~significantly reduce our ~~ability to continue normal operations and could result in the loss of your entire investment~~revenues.

~~Events~~We ~~outside our control~~depend, ~~such~~and asexpect ato ~~change~~continue into ~~control~~depend, ~~which~~on ~~includes~~ a ~~person~~limited ~~becoming~~number ~~a beneficial owner~~ of ~~securities~~significant ~~representing~~wireless atcarriers ~~least~~for ~~50%~~a ofsubstantial ~~the~~portion ~~voting power~~ of our ~~company~~revenues. Currently, a ~~sale~~number of ~~substantially~~the ~~all~~top ofU.S. ~~our~~carriers ~~assets,~~use ~~and~~our ~~certain~~services. ~~business~~In ~~combinations~~the ~~and~~event ~~mergers,~~that ~~which~~one ~~cause a change of 20%~~ or more of ~~the~~these ~~voting~~major ~~power~~wireless ofcarriers ~~our~~decides ~~company,~~to anreduce ~~ownership~~or ~~change~~stop ~~impacting~~using our ~~ability~~managed toand ~~use~~professional ~~our~~services, ~~net~~we ~~operating~~could ~~losses~~be ~~and~~forced ~~related~~to ~~tax~~shift ~~benefits and~~ our ~~ability~~marketing focus to ~~implement~~smaller ~~measures~~wireless ~~intended~~carriers toor ~~preserve~~accelerate our ~~net~~focus ~~operating~~on ~~losses~~mobile media and ~~related~~enterprise ~~tax~~business. ~~benefits,~~This ~~give~~could ~~the~~result ~~holders~~in oflower ~~our~~revenues ~~Series~~than Jexpected ~~preferred~~and ~~stock~~increased abusiness ~~right~~development, tomarketing ~~require~~and ussales toexpenses ~~redeem~~and ~~their~~cause ~~Series~~our Jbusiness ~~preferred~~to ~~stock~~be ~~and~~less ~~may~~profitable ~~result~~and inour ~~the~~results ~~acceleration~~ of ~~our~~operations ~~term~~to ~~loan~~be ~~and~~adversely ~~revolving loan facility~~affected.

~~Our~~In ~~term~~addition, ~~loan~~a ~~may~~change bein ~~accelerated~~the iftiming ~~the~~or ~~right~~size of ~~our~~a ~~Series~~professional Jservices ~~preferred~~project ~~stockholders~~by toany ~~require~~one ~~us to redeem their shares~~ of ~~Series~~our Jkey ~~preferred~~customers ~~stock~~could isresult ~~triggered~~in orsignificant ifvariations wein ~~experience~~our anrevenue ~~ownership~~and ~~change~~operating ~~(within~~results. ~~the~~Our ~~meaning~~operating ofresults ~~Section~~for ~~382 of~~ the ~~Code)~~foreseeable asfuture ~~described~~will ~~above.~~continue Weto dodepend ~~not~~on ~~have~~our ~~control~~ability ~~over~~to ~~some~~effect ofsales ~~these~~to ~~triggering~~a ~~events,~~small ~~and~~number ~~if any~~ of ~~these~~customers. ~~events~~Any ~~were~~revenue togrowth ~~occur~~will ~~and~~depend wein ~~were~~part ~~required~~on ~~to repay any amounts outstanding under~~ our ~~term~~success ~~loan~~in ~~and~~selling ~~revolving~~additional ~~credit~~services ~~facility~~to ~~or redeem~~ our ~~Series~~large ~~J preferred stock~~customers, weexpanding ~~may~~our ~~not~~customer ~~have~~base ~~sufficient capital~~ to doinclude soadditional orcustomers tothat ~~continue~~deploy ~~normal~~our ~~operations~~solutions ~~and~~in ~~you could lose your entire investment. See Risk Factors~~large-~~Our~~scale ~~ability~~networks toserving ~~use~~significant ~~net~~numbers ~~operating losses and certain built-in losses to reduce future tax payments may be limited by provisions~~ of ~~the~~subscribers, ~~Internal Revenue Code~~ and ~~may~~whether bewe ~~subject~~can tosuccessfully ~~future~~expand ~~limitation~~our asmobile amedia ~~result of the rights offering currently in progress~~ and ~~future~~enterprise ~~transactions~~business.

WeIn ~~depend~~2010, accounting for our operations in India and the Asia Pacific region and our subsidiaries in France and the Netherlands as discontinued operations on a ~~limited~~retrospective ~~number~~basis, we generated approximately 53% and 29% of ~~customers~~our ~~for~~total arevenue ~~substantial~~from ~~portion~~contracts with AT&T and Verizon, respectively. For the year ended December 31, 2011, we generated approximately 58% and 21% of our ~~revenues~~total revenue from contracts with AT&T and Verizon, respectively. ~~The~~For ~~loss~~the nine months ended September 30, 2012, we generated approximately 61% and 19% of ~~any~~our ~~key~~total ~~customer~~revenue orfrom ~~any~~contracts ~~significant~~with ~~adverse~~AT&T ~~change~~and Verizon, respectively. Certain of our customers, including AT&T and Verizon, may terminate our agreements by giving advance notice. Our ability to continue the terms of our agreements may be adversely affected by constraints in liquidity and capital resources, the ~~size~~exploration orof ~~terms~~financing alternatives and the realignment of our strategic path, including our decision not to pursue a ~~contract~~sale of our carrier business. Failure to renew or maintain our agreements with ~~any~~AT&T, ~~key~~Verizon ~~customer~~or ~~could~~our ~~significantly~~other ~~further~~large customers and to obtain new customers would materially reduce our ~~revenues~~revenue and have a material adverse effect on our business, operating results and financial condition.

We ~~depend,~~are ~~and~~increasing ~~expect~~our tofocus ~~continue~~on toour ~~depend,~~mobile onmedia aand ~~limited~~enterprise ~~number~~business ofand ~~significant~~broadening ~~wireless~~our ~~carriers~~solutions ~~for~~and aservices ~~substantial~~to ~~portion~~North ofAmerican ~~our~~carriers ~~revenues.~~and ~~Currently,~~have adeemphasized ~~number~~our ofinternational ~~the~~carrier ~~top U~~business.S. ~~carriers~~As ~~use~~a ~~our~~part ~~services.~~of Inthis, ~~the~~we ~~event~~are ~~that~~completing ~~one~~the orprocess ~~more~~ of ~~these~~exiting ~~major~~our ~~wireless~~business ~~carriers~~in ~~decides~~India toand ~~reduce~~the orAsia ~~stop~~Pacific ~~using~~region ~~our~~and ~~managed~~divested ~~and~~of ~~professional~~our ~~services,~~subsidiaries wein ~~could~~France beand ~~forced~~the toNetherlands. ~~shift~~If ~~our~~we ~~marketing~~are ~~focus~~unable to ~~smaller~~successfully ~~wireless~~realign ~~carriers~~our orbusiness ~~accelerate~~to ~~our~~ focus on our mobile media and enterprise business. ~~This~~and ~~could~~obtain ~~result~~new incustomers ~~lower~~for ~~revenues~~that ~~than~~business, ~~expected~~or ~~and~~to ~~increased~~broaden ~~business~~our ~~development,~~solutions ~~marketing~~ and ~~sales~~services ~~expenses~~to ~~and~~North ~~cause~~American carriers, our business, tofinancial condition, results of operations and cash flows could be ~~less~~materially ~~profitable~~and adversely affected.

28Following the termination of our relationship with PT XL Axiata Tbk in the first quarter of 2012, we decided to exit our business in India and the Asia Pacific region. These decisions were based on the resources and costs associated with these operations, the intensified competition in the region and our decision to streamline our operations and focus on our mobile media and enterprise business, while at the same time recommitting some of our resources to our North American carrier operations. Additionally, as a part of our new strategic path and a reduction in the actual and anticipated performance of the subsidiaries, we divested of our subsidiaries located in France and the Netherlands in May 2012. We may face administrative and regulatory hurdles as we exit our international

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operations, the wind down process may be longer than anticipated and we may incur significant unexpected expenses in connection with the wind down of our operations. While we believe that the exit will have a positive effect on our profitability in the long term, there is no assurance that this will be the case and we expect that the exit from our India and Asia Pacific business will adversely affect our revenues and cause us to incur costs. There are no assurances that we will be able to generate sufficient revenues from our other customers or from our mobile media and enterprise business or successfully operate our carrier business. If we are not successful in our efforts to realign our strategy to focus on our mobile media and enterprise business, to develop our product offering in that market and to obtain new customers for that business, in broadening our solutions and services to North American carriers, or in exiting our international operations in a cost effective manner, our revenues, results of operations toand financial condition may be adversely affected.

In addition, a change in the timing or size of a professional services project by any one of our key customers could result in significant variations in our revenue and operating results. Our operating results for the foreseeable future will continue to depend on our ability to effect sales to a small number of customers. Any revenue growth will depend in part on our success in selling additional services to our large customers, expanding our customer base to include additional customers that deploy our solutions in large- scale networks serving significant numbers of subscribers, and whether we can successfully expand our mobile media and enterprise business.

In 2010, accounting for our operations in India and the Asia Pacific region and our subsidiaries in France and the Netherlands as discontinued operations on a retrospective basis, we generated approximately 53%, and 29% of our total revenue from contracts with AT&T and Verizon, respectively. For the year ended December 31, 2011, we generated approximately 58% and 21% of our total revenue from contracts with AT&T and Verizon, respectively. For the six months ended June 30, 2012, we generated approximately 62% and 20% of our total revenue from contracts with AT&T and Verizon, respectively. Certain of our customers, including AT&T and Verizon may terminate our agreements by giving advance notice and one of our agreements with AT&T is up for renewal in September 2012. Our ability to continue the terms of our agreements may be impacted by constraints in liquidity and capital resources, the exploration of financing alternatives and the realignment of our strategic path, including our decision not to pursue a sale of our carrier business. Failure to renew or maintain our agreements with AT&T, Verizon or our other large customers and to obtain new customers would materially reduce our revenue and have a material adverse effect on our business, operating results and financial condition.

We are increasing our focus on our mobile media and enterprise business and broadening our solutions and services to North American carriers and have deemphasized our international carrier business. As a part of this, we are completing the process of exiting our business in India and the Asia Pacific region, and divested of our subsidiaries in France and the Netherlands. If we are unable to successfully realign our business to focus on our mobile media and enterprise business and obtain new customers for that business, or to broaden our solutions and services to North American carriers our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Following the termination of our relationship with XL in the first quarter of 2012, we decided to exit our business in India and the Asia Pacific region. These decisions were based on the resources and costs associated with these operations, the intensified competition in the region and our decision to streamline our operations and focus on our mobile media and enterprise business, while at the same time recommitting some of our resources to our North American carrier operations. Additionally, as a part of our new strategic path and a reduction in the actual and anticipated performance of the subsidiaries, we divested of our subsidiaries located in France and the Netherlands in May 2012. We may face administrative and regulatory hurdles as we exit our international operations, the wind down process may be longer than anticipated and we may incur significant unexpected expenses in connection with the wind down of our operations. While we believe that the exit will have a positive effect on our profitability in the long term, there is no assurance that this will be the case and we expect that the exit from our India and Asia Pacific business will impact our revenues and cause us to incur costs. There are no assurances that we will be able to generate sufficient revenues from our other customers or from our mobile media and enterprise business or successfully operate our carrier business. If we are not successful in our efforts to realign our strategy to focus on our mobile media and enterprise business, to develop our product offering in that market and to obtain new customers for that business, in broadening our solutions and services to North American carriers, or in exiting our international operations in a cost effective manner, our revenues, results of operations and financial condition may be adversely impacted.

The mobile data services industry is, and likely will continue to be, characterized by rapid technological changes, which will require us to develop new products and service enhancements, and could render our existing services obsolete.

The market for content and applications for mobile devices is characterized by rapid technological change, with frequent variations in user requirements and preferences, frequent new product and service introductions embodying new technologies and the emergence of new industry standards and practices. Our success will depend, in part, on our ability to enhance and expand our existing services, develop new technology that addresses the increasingly sophisticated and varied needs of wireless carriers and their subscribers, respond to technological advances and emerging industry standards and practices and license leading technologies that will be useful in our business in a cost-effective and timely way. We may not be able to successfully use new technologies or adapt our current and planned services to new customer requirements or emerging industry standards. The introduction of new products embodying new technologies or the emergence of new industry standards could render our existing services obsolete, unmarketable or uncompetitive from a pricing standpoint.

The market in which we operate is highly competitive and many of our competitors have significantly greater resources.

The mobile data communications services market is rapidly evolving and intensely competitive. Since we offer our customers a range of solutions, we face competition from many sources. Competition in the wireless industry throughout the world continues to increase at a rapid pace as consumers, businesses and governments realize the market potential of wireless communications products and services. In addition, new competitors or alliances among competitors could emerge and rapidly acquire significant market share, to our detriment. There may be additional competitive threats from companies introducing new and disruptive solutions. Some of our competitors may be better positioned than we are. Many of our current and potential competitors may have advantages over us, including:

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acquire significant market share, to our detriment. There may be additional competitive threats from companies introducing new and disruptive solutions. Some of our competitors may be better positioned than we are. Many of our current and potential competitors may have advantages over us, including:


•	longer operating histories and market presence;


•	greater name recognition;


•	access to larger customer bases;


•	single source solutions that deliver mobile devices, hardware, services and infrastructure;


•	economies of scale and cost structure advantages;


•	greater sales and marketing, manufacturing, distribution, technical, financial and other resources; and


•	government support.

Additionally, these competitors also have established or may establish financial or strategic relationships among themselves or with our existing or potential customers or other third parties. In addition, some of our competitors have used and may continue to use aggressive pricing or promotional strategies, have stronger relationships on more favorable terms with wireless carrier enterprises and agencies and may devote substantially greater resources to system development than we do. These relationships may affect customers' decisions to purchase services from us.

Competition for our employees is intense and failure to retain and recruit skilled personnel could negatively affect our financial results as well as our ability to maintain relationships with clients, service existing and new contracts, and drive future growth.

We provide sophisticated mobile data delivery platforms and services to our customers. To attract and retain customers and service our existing and new contracts, we believe we need to demonstrate professional acumen and build trust and strong relationships, and that we must retain, identify, recruit, and motivate new hardware and software engineers, programmers, technical support personnel and marketing and sales representatives. Competition is intense for skilled personnel with engineering, product development, technical and marketing and sales experience, and we may not be able to retain and/or recruit individuals that possess the necessary skills and experience, or we may not be able to employ these individuals on acceptable terms and conditions, or at all. Moreover, competition has been increasing the cost of hiring and retaining skilled professionals as, among other reasons, other companies in the technology sector may offer more compensation, particularly in the form of equity awards. Recent business challenges, the realignment of our strategic path, including our decision to end the process of selling our carrier business, reductions in force and changes in our executive management team have also increased turnover of our skilled personnel and we may continue to experience such ~~turn~~turnover ~~over~~ in the future. Our business and growth may suffer if we are unable to retain current personnel and hire other skilled personnel.

We are exploring various financing alternatives ~~for the Company~~ and considering ~~the~~our strategic direction ~~of the Company~~ as a whole. We may experience difficulties in consummating financing alternatives and realigning our strategic path, and any such alternatives and realignment of our ~~strategic path may not lead to the achievement of desired results and this may cause concern among customers and adversely impact our business, our liquidity, and our ability to retain employees.~~

We cannot assure that we will be successful in exploring, pursuing or consummating any financing alternatives, including the rights offering currently in progress or in realigning our strategic path. Furthermore, additional capital may be needed to pursue such strategies, including developing our mobile media and enterprise business and broadening our solutions and services to North American carriers and there are no assurances that additional capital is available on favorable terms or at all. Moreover, the process of exploring financing, realigning our strategic path, effecting cost reductions may be disruptive to our business. The inability to effectively manage the process could materially and adversely affect our business, financial condition or results of operations. If we are not able to consummate financing or to successfully realign our strategic path and manage the reduction of our costs, our liquidity, capital resources and our business may be adversely impacted. 27

We recently elected to end the process we had been pursuing for the sale of all or a portion of our business and elected to retain our carrier business. This may negatively impact our business, relations with our customers and make it more difficult for us to retain employees and we may not be able to successfully operate our carrier business going forward.

After lengthy considerations and negotiations and based on a recommendation by a special committee of our Board of Directors, we recently elected to end the process we had been pursuing for the sale of all or a portion of our business. The inquiries and offers we received were subject to due diligence, price adjustments, buyer contingencies and optionality, uncertainties and other proposed transaction terms that ultimately led us to conclude that we should retain our carrier business and the current positive cash flows it provides, and forgo the cost and expense of pursuing a transaction which we did not believe would be completed at the price initially proposed, if at all. Our decision to end the process may be disruptive to our business, subject us to risk of litigation, negatively impact our business and our relations with our customers and make it more difficult for us to retain employees and the carrier business is subject to risks and uncertainties described elsewhere in these risk factors.

Our ongoing leadership transition could have a material adverse impact on our business, operating results or financial

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~~condition~~strategic path may not lead to the achievement of desired results and this may cause concern among customers and adversely affect our business, our liquidity, and our ability to retain employees.

We cannot assure that we will be successful in exploring, pursuing or consummating any financing alternatives or in realigning our strategic path. Furthermore, additional capital may be needed to pursue such strategies, including developing our mobile media and enterprise business and broadening our solutions and services to North American carriers and there are no assurances that additional capital is available on favorable terms or at all. Moreover, the process of exploring financing, realigning our strategic path, and effecting cost reductions may be disruptive to our business. An inability to effectively manage the process could materially and adversely affect our business, financial condition or results of operations. If we are not able to consummate financing or to successfully realign our strategic path and manage the reduction of our costs, our liquidity, capital resources and our business may be adversely affected.

We recently elected to end the process we had been pursuing for the sale of all or a portion of our business and elected to retain our carrier business. This may negatively affect our business and our relations with our customers and make it more difficult for us to retain employees, and we may not be able to successfully operate our carrier business going forward.

After lengthy considerations and negotiations and based on a recommendation by a special committee of our Board of Directors, we recently elected to end the process we had been pursuing for the sale of all or a portion of our business. The inquiries and offers we received were subject to due diligence, price adjustments, buyer contingencies and optionality, uncertainties and other proposed transaction terms that ultimately led us to conclude that we should retain our carrier business and the current positive cash flows it provides, and forgo the cost and expense of pursuing a transaction which we did not believe would be completed at the price initially proposed, if at all. Our decision to end the process may be disruptive to our business, subject us to risk of litigation, negatively affect our business and our relations with our customers and make it more difficult for us to retain employees and the carrier business is subject to risks and uncertainties described elsewhere in these risk factors.

Our ongoing leadership transition could have a material adverse impact on our business, operating results or financial condition.

On May 21, 2012, we entered into an employment offer letter with Nathan Fong pursuant to which Mr. Fong commenced serving as our Chief Financial Officer on June 12, 2012. Additionally, in January 2012, we hired Richard Stalzer as President of our mobile marketing and advertising business, and Charles P. Scullion, our Chief Strategy Officer and interim President of our mobile marketing and advertising business, resigned for good reason. In August 2011, James R. Smith, Jr., our former President and Chief Operating Officer, assumed the role of interim Chief Executive Officer. We are considering Mr. Smith as a candidate for permanent Chief Executive Officer, as we continue our evaluation of our executive management team. We cannot assure that our efforts to identify and recruit a permanent Chief Executive Officer will be successful. Moreover, the uncertainty inherent in our ongoing leadership transition can be difficult to manage, may cause concerns from current and potential customers, suppliers and other third parties with whom we do business, and may increase the likelihood of turnover of other key officers and employees. Our ongoing leadership transition could have a material adverse impact on our business, operating results or financial condition.

We ~~have~~ implemented cost saving measures in the third and fourth quarters of 2011 and into 2012 and may implement additional cost saving measures in the future. If we are not successful in implementing future cost savings initiatives, our operating results and financial ~~conditions~~condition could be adversely affected. We may also experience an adverse impact on our business as a result of the reduction in force.

In the third and fourth quarters of 2011 and into 2012, we implemented a reduction in our global workforce, canceled hiring plans and implemented other cost ~~savings~~saving measures. These measures were designed to realign our strategic path, streamline our business, improve quality and integrate our acquisition of Adenyo. We continue to review our cost structure and may implement further cost saving initiatives. We cannot guarantee that we will be successful in implementing such initiatives, or that such efforts will not interfere with our ability to achieve our business objectives. Moreover, ~~the~~a reduction in force can be difficult to manage, may cause concerns from current and potential customers, suppliers and other third parties with whom we do business, may increase the likelihood of turnover of other key employees, and may have an adverse impact on our business.

Any material weaknesses in our internal controls over financial reporting or failure to maintain proper and effective internal controls could impair our ability to produce accurate and timely financial statements and investors' views of us could be harmed.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can manage our business and produce accurate financial statements on a timely basis is a costly and time-consuming effort. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with ~~generally accepted accounting principles in the~~ U.S. GAAP. Beginning with fiscal year 2011, we are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessment of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm addressing this assessment. Our compliance with Section 404 has required and will continue to require that we incur additional expense and expend management time on compliance-related issues.

As of September 30, 2011, we found material weaknesses in our internal control over financial reporting and concluded that our disclosure controls and procedures were not effective. These material weaknesses were properly remediated as of December 31, 2011 and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2011. If we fail to maintain proper internal controls our ability to predict our cash needs, our business could be adversely affected and the market's confidence in our financial statements could decline and the market price of our common stock could be adversely impacted.

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disclosure controls and procedures were not effective. These material weaknesses were properly remediated as of December 31, 2011 and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2011. If we fail to maintain proper internal controls, our business could be adversely affected, our ability to predict our cash needs, and the market's confidence in our financial statements could decline and the market price of our common stock could be adversely affected.

Our product development investments may not lead to successful new services or enhancements.

We expect to continue to invest in research and development for the introduction of new products and enhancements to existing services designed to improve the capacity, data processing rates and features of our services. Particularly with our increased emphasis on the mobile enterprise and marketing business, we must also continue to develop new products and services while we continue to develop existing features and to improve functionality of our platform based on specific customer requests and anticipated market needs. Research and development in the mobile data services industry, however, is complex, expensive and uncertain. We believe that we must continue to dedicate a significant amount of resources to research and development efforts to maintain our competitive position. If we are not able to expend sufficient capital on such research and development or if our efforts do not lead to the successful introduction of service enhancements that are competitive in the marketplace, there could be a material adverse effect on our business, operating results, financial condition and market share.

Our business is susceptible to risks associated with international sales and operations.

In addition to the U.S., we currently operate in the U.K. and Canada. We are exiting our business in India, the Asia Pacific region, France and the Netherlands and are generally evaluating our business outside North America. As a result, we are subject to the additional risks of conducting business outside the U.S., which may include:

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•	increased costs and resources related to any discontinuation or divestitures of operation in such jurisdictions;


•	longer accounts receivable payment cycles and difficulties in collecting accounts receivable;


•	difficulties managing and staffing international operations;


•	unexpected changes in, or impositions of, legislative, regulatory or tax requirements and burdens of complying with a wide variety of foreign laws and other factors beyond our control;


•	compliance with anti-corruption and bribery laws, including the Foreign Corrupt Practices Act of 1977;


•	changes in diplomatic, trade or business relationships;


•	foreign currency fluctuations that may substantially affect the dollar value of our revenue and costs in foreign markets; and


•	increased financial accounting and reporting burdens.

Open mobile phone operating systems and new business models may reduce the wireless carriers' influence over access to mobile data services, and may reduce the total size of our market opportunity in the carrier business.

The majority of our revenue is based on mobile subscribers accessing mobile content and applications through our customers' carrier- branded mobile solutions. However, with the growth of the iPhone and smartphone business models, our carrier customers' services may be bypassed or become inaccessible. These business models, which exclude carrier participation beyond transport, along with the introduction of more mobile phones with open operating systems that allow mobile subscribers to browse the Internet and, in some cases, download applications from sources other than a carrier's branded services, create a risk that some carriers will choose to allow this non-branded Internet access without offering a competitive value-added carrier-branded experience as part of their solution set. These so-called “open operating systems” include Symbian, BlackBerry, Android, Windows Mobile and iOS (iPhone). We believe wireless carriers need to offer branded services that can compete head-to-head with the new business models and open technologies in order to retain mobile subscribers and increase average revenue per user. Although our solutions are designed to help wireless carriers deliver a high value, competitive mobile data experience, if mobile subscribers do not find these carrier-branded services compelling, there is a risk that mobile subscribers will use open operating systems to bypass carrier-branded services and access the mobile Internet. It is also possible one or more wireless carriers will adopt a non-carrier branded, third-party web portal model. To the extent this occurs, the total available market opportunity for providing our current services and solutions to carriers may be reduced.

We have a history of net operating losses and may continue to suffer losses in the future.

For the years ended December 31, 2007, 2008, 2009, 2010 and 2011 and the ~~six~~nine months ended ~~June~~ September 30, 2012, we had net losses of approximately $86.0 million, $100.5 million, $40.3 million, $20.3 million, $195.4 million and $10.61 million, respectively. If we cannot become profitable, our financial condition will deteriorate further, and we may be unable to achieve our business objectives.

We face intense competition including ~~through~~ in-house mobile data solutions similar to those we offer.

The mobile data service industry is evolving rapidly to address changing industry standards and the introduction of new technologies and network elements. Wireless carriers are constantly reassessing their approaches to delivering mobile data to their subscribers, and one or more of our customers could decide to deploy an in-house mobile data delivery service solution that competes with our services. Even if the mobile data delivery services offered by a mobile service provider's in-house solution were more limited than those provided by our services, a wireless carrier may elect to accept limited functionality or services in lieu of providing a third party access to its network. We also face intense competition in the mobile media and enterprise space through, among others, traditional digital players and major mobile ecosystem producers. An increase in the use of in-house solutions by wireless carriers and the traditional digital players and major mobile ecosystem producers could have an adverse effect on our business, operating results and financial condition.

Demand for our managed and professional services depends on carrier subscribers' use of mobile data services and mobile devices to access the mobile Internet and on our customers' continued investment and improvement in wireless networks. 29

Our services include a mobile data service delivery platform that enables wireless carriers to monitor and charge their subscribers for access to mobile applications, content and programs that are developed by third parties and hosted by us. The majority of our revenue is based on mobile subscribers accessing mobile content and applications through our customers' carrier-branded mobile solutions. Our ability to generate revenues from our services will depend on the extent to which businesses and consumers continue to adopt and use mobile devices to access the mobile Internet and to receive products and services via their mobile devices. While many consumers use mobile devices to communicate, the majority of consumers do not presently use mobile devices to access the mobile Internet or obtain other products or services. Consumers and businesses may not continue to use mobile data services and mobile devices to access the mobile Internet and to obtain products and services as quickly as our business model contemplates or using our services. If consumers do not use mobile data services through our services, our business, operating results and financial condition will be adversely impacted.

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~~for~~digital ~~mobile~~players ~~data~~and ~~services~~major ~~through~~mobile ~~our~~ecosystem ~~services~~producers. ~~might~~An ~~not~~ increase ifin ~~there~~the isuse ~~limited availability or market acceptance~~ of ~~mobile~~in-house ~~devices~~solutions ~~designed~~by ~~for such services; if we are not able to adapt our services to smartphones; the multimedia content offered through~~ wireless ~~networks~~carriers ~~does~~and ~~not attract widespread interest; or~~ the ~~quality~~traditional ofdigital ~~service~~players ~~available~~and ~~through~~major ~~wireless networks does not meet consumer expectations. If long-term expectations for~~ mobile ~~data~~ecosystem ~~services~~producers ~~are~~could ~~not~~have ~~realized~~an oradverse doeffect ~~not~~on ~~support~~our ~~a sustainable~~ business ~~model~~, ~~wireless~~operating ~~carriers~~results ~~may not commit significant capital expenditures to upgrade their networks to provide these services, the demand for our services will decrease,~~ and wefinancial ~~may not be able to increase our revenues or become profitable in the future~~condition.

Further, increased demand by consumers for mobile data services delivered over wireless networks will be necessary to justify capital expenditure commitments by wireless carriers to invest in the improvement and expansion of their networks. Demand for mobile data services through our services might not increase if there is limited availability or market acceptance of mobile devices designed for such services; if we are not able to adapt our services to smartphones; the multimedia content offered through wireless networks does not attract widespread interest; or the quality of service available through wireless networks does not meet consumer expectations. If long-term expectations for mobile data services are not realized or do not support a sustainable business model, wireless carriers may not commit significant capital expenditures to upgrade their networks to provide these services, the demand for our services will decrease, and we may not be able to increase our revenues or become profitable in the future.

If we are unable to protect the confidentiality of our proprietary information, the value of our technology could be adversely affected.

Our business relies upon certain unpatented or unregistered intellectual property rights and proprietary information, including the mCore platform. Consequently, although we take measures to keep our key intellectual property rights and proprietary information confidential, we may not be able to protect our technology from independent invention by third parties. We currently attempt to protect most of our key intellectual property through a combination of trade secret, copyright and other intellectual property laws and by entering into employee, contractor and business partner confidentiality agreements. Such measures, however, provide only limited protection, and under certain circumstances we may not be able to prevent the disclosure of our intellectual property, or the unauthorized use or reverse engineering or independent development of our technology. This may allow our existing and potential competitors to develop products and services that are competitive with, or superior to, our services.

Further, we may choose to expand our international presence. However, many of these countries' intellectual property laws are not as stringent as those of the U.S. Effective patent, copyright, trademark and trade secret protections may be unavailable or limited in some foreign countries. As a result, we may not be able to effectively prevent competitors in these countries from using or infringing our intellectual property rights, which would reduce our competitive advantage and ability to compete in these regions or otherwise harm our business. In the future, we may also have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and divert our management's attention and resources. In addition, such litigation may not be successful.

We expect that our revenue will fluctuate, which could cause our stock price to decline.

Any significant delays in the deployment of our services, unfavorable sales trends in our existing service categories, or changes in the spending behavior of wireless carriers could adversely affect our revenue growth. If our revenue fluctuates or does not meet the expectations of securities analysts and investors, our stock price would likely decline. Further, much of our revenue is based on managed services, which include a variable component that can fluctuate on a quarterly basis based on subscriber usage and acceptance of our media-based products.

If we cannot meet Nasdaq's continued listing requirements, Nasdaq may delist our common stock ~~or, if listed, our Series J preferred stock and common stock warrants,~~ which could have an adverse impact on the liquidity and market price of our common stock and Series J preferred stock and the market value of our common stock warrants.

Our common stock is currently listed on the Nasdaq Global Select Market~~, and we have applied for listing of the subscription rights, our Series J preferred stock and our common stock warrants on the Nasdaq Global Select Market~~. We are and will be required to meet certain qualitative and financial tests to maintain the listing of our common stock on the Nasdaq Global Select Market ~~and of our Series J preferred stock and common stock warrants, if listed~~. On June 14, 2012, we received a letter from Nasdaq advising that for the previous 30 consecutive business days, the bid price of our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Global Select Market pursuant to Nasdaq Marketplace Rule 5450(a)(1). We will be provided 180 calendar days, or until December 11, 2012, to regain compliance with the minimum bid price requirement. If, at any time before December 11, 2012, the bid price of our common stock closes at $1.00 per share or more for a minimum of ten consecutive business days, the Nasdaq staff will provide us with written notification that we have achieved compliance with the minimum bid requirement. If we do not regain compliance with the minimum bid price requirement by December 11, 2012, the Nasdaq staff will provide us with written notification that our common stock will be delisted from the Nasdaq Global Select Market. Prior to December 11, 2012, we may apply to transfer our common stock to the Nasdaq Capital Market provided that our common stock satisfies all criteria, other than compliance with the minimum bid price requirement, for initial inclusion on this market and we provide to Nasdaq written notice of our intention to cure the deficiency. In the event of a transfer, the Nasdaq Marketplace Rules provide that the Company will be afforded an additional 180 calendar days to comply with the minimum bid price requirement while listed on the Nasdaq Capital Market. However, should Nasdaq conclude that the Company will not be able to cure the deficiency, Nasdaq will provide notice to us that our common stock will be subject to delisting. A delisting of our common stock, Series J preferred stock or common stock warrants could negatively impact us by reducing the liquidity and market price of our capital stock and the number of investors willing to hold or acquire our capital stock. This could also negatively impact our ability to raise capital in an equity financing, including in the rights offering currently in progress. It is also possible that we would otherwise fail to satisfy another Nasdaq requirement for continued listing of our capital stock. Within the last twelve months, our common stock

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minimum of ten consecutive business days, the Nasdaq staff will provide us with written notification that we have achieved compliance with the minimum bid requirement. If we do not regain compliance with the minimum bid price requirement by December 11, 2012, the Nasdaq staff will provide us with written notification that our common stock will be delisted from the Nasdaq Global Select Market. Prior to December 11, 2012, we may apply to transfer our common stock to the Nasdaq Capital Market provided that our common stock satisfies all criteria, other than compliance with the minimum bid price requirement, for initial inclusion on this market and we provide to Nasdaq written notice of our intention to cure the deficiency. In the event of a transfer, the Nasdaq Marketplace Rules provide that we will be afforded an additional 180 calendar days to comply with the minimum bid price requirement while listed on the Nasdaq Capital Market. However, should Nasdaq conclude that we will not be able to cure the deficiency, Nasdaq will provide notice to us that our common stock will be subject to delisting. A delisting of our common stock could negatively affect us by reducing the liquidity and market price of our capital stock and the number of investors willing to hold or acquire our capital stock. This could also negatively affect our ability to raise capital in an equity financing. It is also possible that we would otherwise fail to satisfy another Nasdaq requirement for continued listing of our capital stock. Within the last twelve months, our common stock traded below the $1.00 per share level on 68157 days. The closing price onof ~~August~~our 6,common stock on November 5, 2012 was $0.44575 per share.

Our customer contracts lack uniformity and often are complex, which subjects us to business and other risks.

Our customers include some of the largest wireless carriers which have substantial purchasing power and negotiating leverage. As a result, we typically negotiate contracts on a customer-by-customer basis and sometimes accept contract terms not favorable to us in order to close a transaction, including indemnity, limitation of liability, refund, penalty or other terms that could expose us to significant financial or operating risk. If we are unable to effectively negotiate, enforce and accurately and timely account and bill for contracts with our key customers, our business and operating results may be adversely affected.

In addition, we have contractual indemnification obligations to our customers, most of which are unlimited in nature. If we are required to fulfill our indemnification obligations relating to third-party content or operating systems that we provide to our customers, we intend to seek indemnification from our suppliers, vendors, and content providers to the full extent of their responsibility. Even if the agreement with such supplier, vendor or content provider contains an indemnity provision, it may not cover a particular claim or type of claim or may be limited in amount or scope. As a result, we may or may not have sufficient indemnification from third parties to cover fully the amounts or types of claims that might be made against us. Any significant indemnification obligation to our customers could have a material adverse effect on our business, operating results and financial condition.

We provide service level commitments to our customers, which could cause us to incur financial penalties if the stated service levels are not met for a given period and could significantly reduce our revenue.

Some of our customer agreements provide service level commitments on a monthly basis. Our service level commitment varies by customer. If we are unable to meet the stated service level commitments or suffer extended periods of unavailability and/or degraded performance of our service, we may incur financial penalties. Our revenue could be significantly impacted if we suffer unscheduled downtime that exceeds the allowed downtimes under our agreements with our customers. The failure to meet our contractual level of service availability may require us to credit affected customers for a significant portion of their monthly fees, not just the value for the period of the downtime. As a result, failure to deliver services for a relatively short duration could result in our incurring significant financial penalties. Service level penalties represented 4% of total revenue in 2008, 1% of total revenue in 2009 and in 2010, less than 1% of total revenue in 2011 and less than 1% of total revenue infor the ~~six~~nine months ended ~~June~~ September 30, 2012. Any system failure, extended service outages, errors, defects or other performance problems with our managed and professional services could harm our reputation and may damage our customers' businesses.

We use datacenters to deliver our platform and services. ~~Any~~and any disruption of service at these facilities could harm our business.

We host our services and serve all of our customers from various datacenter facilities located around the U.S. Several of our datacenter facilities are operated by third parties. We do not control the operations at the third-party facilities. All of these facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, terrorist attacks, power losses, telecommunications failures and similar events. They also could be subject to break-ins, computer viruses, denial of service attacks, sabotage, intentional acts of vandalism and other misconduct. The occurrence of a natural disaster or an act of terrorism, a decision to close the third-party facilities without adequate notice or other unanticipated problems could result in lengthy interruptions in our services. Although we maintain off-site tape backups of our customers' data, we do not currently operate or maintain a backup datacenter for any of our services, which increases our vulnerability to interruptions or delays in our service. Interruptions in our services might harm our reputation, reduce our revenue, cause us to incur financial penalties, subject us to potential liability and cause customers to terminate their contracts other than in the customer-owned facility.

Capacity constraints could disrupt access to our services, which could affect our revenue and harm our reputation.

Our service goals of performance, reliability and availability require that we have adequate capacity in our computer systems to cope with the volume of traffic through our service delivery platforms. If we are successful in growing the size and scope of our operations, we will need to improve and upgrade our systems and infrastructure to offer our customers and their subscribers enhanced services, capacity, features and functionality. The expansion of our systems and infrastructure will require us to commit substantial financial, operational and technical resources before the volume of our business rises, with no assurance that our revenues will grow. If our systems cannot be expanded in a timely manner to cope with increased traffic we could experience disruptions in service, lower customer and subscriber satisfaction and delays in the introduction of new services. Any of these problems could impair our reputation and cause our revenue to decline.

~~Our solutions are complex and may take longer to develop than anticipated, and we may not recognize revenue from new service enhancements until after we have incurred significant development costs.~~ 31

Most of our services must be tailored to meet customer specifications. As a result, we often develop new features and enhancements to our existing services. These new features and enhancements often take substantial time to develop because of their complexity and because customer specifications sometimes change during the development cycle. We often do not recognize revenue from new services or enhancements until we have incurred significant development costs. In addition to

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~~delayed~~operational ~~recognition~~and oftechnical ~~revenue~~resources ~~from~~before ~~such~~the ~~new~~volume ~~services~~of ~~and~~our ~~enhancements~~business rises, ~~our~~with ~~operating~~no ~~results~~assurance that our revenues will ~~suffer~~grow. ifIf our systems cannot be expanded in a timely manner to cope with increased traffic we could experience disruptions in service, lower customer and subscriber satisfaction and delays in the introduction of new services. orAny ~~enhancements~~of ~~fail~~these toproblems ~~meet~~could impair our ~~customers'~~reputation ~~expectations~~and cause our revenue to decline.

Our solutions are complex and may take longer to develop than anticipated, and we may not recognize revenue from new service enhancements until after we have incurred significant development costs.

Our Series J preferred stock includes terms designed to preserve our use of net operating losses and related tax benefits. Such terms may have the effect of discouraging advantageous offers for our business or common stock and limiting the price that investors are willing to pay in the future for shares of our stock.

Our Series J preferred stock is redeemable at the option of the holders, if we (i) undergo a change in control, which includes a person becoming a beneficial owner of securities representing at least 50% of the voting power of our company, a sale of substantially all of our assets, and certain business combinations and mergers which cause a change in 20% or more of the voting power of our company, (ii) experience an ownership change (within the meaning of Section 382 of the Code), which results in a substantial limitation on our ability to use our net operating losses and related tax benefits or (iii) do not implement ~~NOL~~net ~~Protective~~operating ~~Measures~~loss protective measures within 180 days from the date the shares of Series J preferred stock are first issued. Our term loan may be accelerated, if the right of our Series J preferred stockholders to require us to redeem their shares of Series J preferred stock is triggered, or if we experience an ownership change (within the meaning of Section 382 of the Code) as described above. We may not have sufficient capital to redeem our Series J preferred stock, if the holders of our Series J preferred stock require us to do so, to repay our term loan ~~and amounts drawn under our revolving credit facility~~ if accelerated or to continue normal operations.

You should be aware that, while not the intent of the terms of the Series J preferred stock and any ~~NOL~~net ~~Protective~~operating ~~Measure~~loss protective measures, if passed, such terms have an “anti-takeover” effect because they restrict the ability of a person or entity, or group of persons or entities, from accumulating in the aggregate 5% or more (by value) of our stock and the ability of persons, entities or groups now owning 5% or more (by value) of our stock from acquiring additional stock. If not waived, the terms and transfer restrictions may discourage or prohibit a merger, some tender or exchange offers, proxy contests or accumulations of substantial blocks of shares for which some stockholders might receive a premium above market value. In addition, the terms and transfer restrictions may delay the assumption of control by a holder of a large block of capital stock and the removal of incumbent directors and management, even if such removal may be beneficial to some or all of our stockholders. Such restrictions may adversely affect the market price of our stock.

If we implement measures designed to preserve the use of our net operating losses and related tax benefits by, among others, restricting direct or indirect transfers of our common stock and common stock warrants to the extent such transfers would affect the percentage of stock that is treated as owned by a five percent stockholder, your ability to transfer your shares of common stock and common stock warrants may be limited.

Our ability to use net operating and certain built-in losses to reduce future tax payments may be limited by provisions of the ~~Internal Revenue~~ Code, and may be subject to further limitation as a result of ~~the rights offering currently in progress and~~ future transactions.

Sections 382 and 383 of the Code contain rules that limit the ability of a company that undergoes an ownership change, which is generally any change in ownership of more than 50% of its stock over a three-year period, to utilize its net operating loss and tax credit carryforwards and certain built-in losses recognized in the years after the ownership change. For purposes of applying these rules we intend to take the position that neither the Series J preferred stock nor the common stock warrants at the time of issuance shall be considered “stock” for purposes of measuring an ownership change under Section 382. These rules generally operate by focusing on ownership changes involving stockholders who directly or indirectly own 5% or more of the stock of a company and any change in ownership arising from a new issuance of stock by the ~~Company~~company. Generally, if an ownership change occurs, the yearly taxable income limitation on the use of net operating loss and tax credit carryforwards and certain built-in losses is equal to the product of the applicable long term tax exempt rate and the value of the ~~Company~~company's stock immediately before the ownership change. If we experience a change in control, ~~including as a result of the rights offering currently in progress,~~ we may be unable to offset our taxable income with losses (or our tax liability with credits) before such losses and credits expire. Furthermore, if we undergo such an ownership change, we may be required to redeem our Series J ~~preferred stock and our term loan and amounts drawn under our revolving credit facility may be accelerated.~~

In addition, it is possible that the rights offering currently in progress, the exercise of our common stock warrants and future transactions (including issuances of new shares of our common stock or issuances of our Series J preferred stock if such interest is treated as “stock” for tax purposes and sales of shares of our common stock or sales of our Series J preferred stock if such interest is treated as “stock” for tax purposes) will cause us to undergo one or more additional ownership changes. In that event, we generally would not be able to use our pre-change loss or certain built-in losses prior to such ownership change to offset future taxable income in excess of the annual limitations imposed by Sections 382 and 383 and those attributes already 32

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~~subject~~preferred tostock ~~limitations~~and ~~(as a result of~~ our ~~prior~~term ~~ownership~~loan ~~changes)~~ may be ~~subject to more stringent limitations~~accelerated.

WeIn ~~intend~~addition, toit ~~take~~is ~~the~~possible ~~position~~ that the ~~Series~~exercise Jof ~~preferred~~our ~~stock~~common ~~is not “~~stock” ~~for~~warrants ~~purposes~~or issuances of ~~Section~~our ~~382.~~Series J ~~Such~~preferred ~~determination depends in part on whether the redemption premium for the~~ stock, if ~~any,~~such isinterest ~~reasonable. Currently, it~~ is ~~unclear~~treated ~~what~~as ~~constitutes~~“stock” ~~a reasonable redemption premium~~ for tax purposes ~~of Section 1504(a)(4)~~ and ~~the~~sales ~~applicable~~of ~~regulatory~~shares ~~safe~~of ~~harbor~~our ~~has~~common ~~been~~stock ~~removed~~or ~~from~~sales ~~the~~of ~~Treasury~~our ~~regulation. If the IRS were to take a different position with respect to the~~ Series J preferred stock ~~and~~if ~~treat~~such itinterest is treated as “stock” for ~~Section~~tax ~~382~~ purposes, anwill ~~ownership~~cause ~~change~~us ~~could~~to ~~occur~~undergo ~~and~~one ifor ~~such~~more additional ownership ~~change~~changes. ~~occurred~~In that event, we generally would not be able to use our pre-change ~~losses~~loss or certain built-in losses prior to such ownership change to offset future taxable income in excess of ~~certain~~the annual limitations imposed by Sections 382 and 383 and those attributes already subject to limitations (as a result of our prior ownership changes) may be subject to more stringent limitations.

We are taking the position that the Series J preferred stock is not “stock” for purposes of Section 382. Such determination depends in part on whether the redemption premium for the stock, if any, is reasonable. Currently, it is unclear what constitutes a reasonable redemption premium for purposes of Section 1504(a)(4) and the applicable regulatory safe harbor has been removed from the Treasury regulation. If the IRS were to take a different position with respect to the Series J preferred stock and treat it as “stock” for Section 382 purposes, an ownership change could occur and if such ownership change occurred we generally would not be able to use our pre-change losses or certain built-in losses to offset future taxable income in excess of certain annual limitations.

We rely on the development of content and applications by third parties, and if wireless carriers and their subscribers do not find such content compelling, our sales could decline.

Our business is dependent on the availability of content and applications for mobile devices that wireless carriers and their subscribers find useful and compelling. A significant percentage of our revenue is derived from the sale of applications and content through marketplaces and portals we operate for our wireless carrier customers. We also believe that demand for our services will increase as the number of applications and the volume of mobile content increases because our services facilitate the navigation and organization of large numbers of applications and large amounts of content. We do not develop applications or content; rather, we facilitate the sale and consumption of applications and content developed by third parties through our wireless carrier customers. If third-party developers fail to create content and applications that wireless carriers and their subscribers find useful and compelling, our sales would decline, and that would have a significant adverse effect on our business, operating results and financial condition.

We have a significant relationship with a development vendor, and changes to that relationship may result in delays or disruptions that could harm our business.

We rely upon development vendors to provide additional capacity for our technical development and quality assurance services. Our primary development vendor is GlobalLogic, a software research and development company providing software development services primarily from its offices in India and Ukraine. If GlobalLogic were, for any reason, to cease operations, we might be unable to replace it on a timely basis with a comparably priced provider. We would also have to expend time and resources to train any new development vendor that might replace GlobalLogic. If GlobalLogic were to suffer an interruption in its business, or experience delays, disruptions or quality control problems in its software development operations, or if we had to change development vendors, our ability to provide services to our customers would be delayed and our business, operating results and financial condition would be adversely affected.

Our solutions may contain undetected software errors, which could harm our reputation and adversely affect our business.

Our solutions are highly technical and have contained and may contain undetected errors, defects or security vulnerabilities. Some errors in our solutions may only be discovered after a solution has been deployed and used by our wireless carrier customers. Any errors, defects or security vulnerabilities discovered in our solutions after commercial release could result in loss of revenue or delay in revenue recognition, loss of customers and increased service cost, any of which could adversely affect our business, operating results and financial condition. In addition, we could face claims for product liability, tort or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and may divert management's attention away from the business and adversely affect the market's perception of us and our services. In addition, if our business liability insurance coverage is inadequate or future coverage is unavailable on acceptable terms or at all, our operating results and financial condition could be adversely ~~impacted~~affected.

If we are successful in realigning our strategic path and grow our business ~~and~~yet fail to manage such future growth effectively, our business could be harmed.

In the past, such as from 2006 to 2010, our revenue from continuing operations has grown. This growth placed significant demands on our management, operational and financial infrastructure. If we are to be able to grow effectively in the future and to manage such growth, if achieved, we must succeed in the realignment of our strategic path and improve and continue to enhance our managerial, operational and financial controls, and train and manage our employees. We must also manage new and existing relationships with customers, suppliers, business partners and other third parties. These activities will require significant expenditures and allocation of valuable management resources. If we fail to maintain the efficiency of our organization during periods of growth, our profit margins may decrease, and we may be unable to achieve our business objectives.

In 2011, we recognized significant impairment losses related to our goodwill and intangible assets. We may also recognize impairment losses for subsequent periods which would adversely affect our financial results.

We are required under Generally Accepted Accounting Principles to test goodwill for impairment annually and to assess our amortizable intangible assets, including capitalized software costs, and long-lived assets, as well as goodwill, for impairment when events or changes in circumstance indicate the carrying value may not be recoverable. Based on the presentation of our 33

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We are required under U.S. GAAP to test goodwill for impairment annually and to assess our amortizable intangible assets, including capitalized software costs, and long-lived assets, as well as goodwill, for impairment when events or changes in circumstance indicate the carrying value may not be recoverable. Based on the presentation of our operations in India and the Asia Pacific region as well as of our subsidiaries in France and the Netherlands as discontinued operations on a retrospective basis, we recorded impairment charges of $140.5 million and $5.8 million in 2011 and 2009, respectively. Factors which have led to impairments include significant decline of our market capitalization below the book value of our net assets, changes in business strategy, restructuring of the business in connection with acquisitions, actual performance of acquired businesses below our expectations and expiration of customer contracts.

Unanticipated events or changes in circumstances could ~~impact~~adversely affect our ability to recover the carrying value of some or all of these assets. Based on the continued decline in our market capitalization since the fourth quarter of 2011 we may recognize additional impairment for subsequent periods. In addition, we may make additional acquisitions in the future which would increase the amount of such assets on our books that would be subject to potential future impairment. In the event any of our current or future assets became impaired the associated impairment charge could adversely impact our results of operations.

Our business involves the use, transmission and storage of confidential information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages.

Our business activities involve the use, transmission and storage of confidential information. We believe that we take commercially reasonable steps to protect the security, integrity and confidentiality of the information we collect and store, but there is no guarantee that inadvertent or unauthorized disclosure will not occur or that third parties will not gain unauthorized access to this information despite our efforts. If such unauthorized disclosure or access does occur, we may be required, under existing and proposed laws, to notify persons whose information was disclosed or accessed. We may also be subject to claims of breach of contract for such disclosure, investigation and penalties by regulatory authorities and potential claims by persons whose information was disclosed. The unauthorized disclosure of information may result in the termination of one or more of our commercial relationships and/or a reduction in customer confidence and usage of our services, which would have a material adverse effect on our business, operating results and financial condition.

We may be subject to liability for our use or distribution of information that we receive from third parties.

As part of our business, we obtain content and commercial information from third parties. When we distribute this information, we may be liable for the data contained in that information. There is a risk that we may be subject to claims related to the distribution of such content such as defamation, negligence, intellectual property infringement, violation of privacy or publicity rights and product or service liability, among others. Laws or regulations of certain jurisdictions may also deem some content illegal, which may expose us to additional legal liability. We also gather personal information from subscribers in order to provide personalized services. Gathering and processing this personal information may subject us to legal liability for, among other things, defamation, negligence, invasion of privacy and product or service liability. We are also subject to laws and regulations, both in the U.S. and abroad, regarding the collection and use of subscriber information. If we do not comply with these laws and regulations, we may be exposed to legal liability. Some of the agreements by which we obtain content do not contain indemnity provisions in our favor. Even if a given contract does contain indemnity provisions, they may not cover a particular claim or type of claim or the party granting indemnity may not have the financial resources to cover the claim. Our insurance coverage may be inadequate to cover fully the amounts or types of claims that might be made. Any liability that we incur as a result of content we receive from third parties could adversely ~~impact~~affect our results of operations.

Actual or perceived security vulnerabilities in mobile devices and privacy concerns related to mobile device technology could negatively affect our business.

The security of mobile devices and wireless networks is critical to our business. Individuals or groups may develop and deploy viruses, worms and other malicious software programs that attack mobile devices and wireless networks. Security experts have identified computer worms targeted specifically at mobile devices. Security threats could lead some mobile subscribers to reduce or delay their purchases of mobile content and applications in an attempt to protect their data privacy and reduce the security threat posed by viruses, worms and other malicious software. Wireless carriers and device manufacturers may also spend more on protecting their wireless networks and mobile devices from attack, which could delay adoption of new mobile devices that tend to include more features and functionalities that facilitate increased use of mobile data services. Actual or perceived security threats, and reactions to such threats, could reduce our revenue or require unplanned expenditures on new security initiatives.

Lawsuits have been filed against us and certain of our current and former directors and officers, which could divert management's attention and adversely affect our business, results of operations and cash flows.

Lawsuits have been filed against us and certain of our current and former directors and officers in the U.S. District Court, Western District of Washington at Seattle alleging various violations of federal securities laws and of state law, including breaches of fiduciary duties and unjust enrichment, relating to alleged false and misleading statements and omissions made by us in our registration statement for our initial public offering, subsequent reports filed with the SEC and other press releases and public statements. As these cases are at a very early stage, at this time, we are not able to predict the probability of the outcome or estimate of loss, if any, related to these matters. However, these types of litigation often are expensive and divert management's attention and resources. As a result, ~~any of such claims, whether or not ultimately successful, could adversely~~

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any of such claims, whether or not ultimately successful, could adversely affect our business, results of operations and cash flows.

Claims by others that we infringe their intellectual property rights could force us to incur significant costs.

We cannot be certain that our services do not and will not infringe the intellectual property rights of others. Many parties in the telecommunications and software industries have begun to apply for and obtain patent protection for innovative proprietary technologies and business methods. Given that our platform interacts with various participants in the mobile data ecosystem, existing or future patents protecting certain proprietary technology and business methods may preclude us from using such proprietary technology or business methods, or may require us to pay damages for infringement or fees to obtain a license to use the proprietary technology or business methods (which may not be available or, if available, may be on terms that are unacceptable), or both, which would increase our cost of doing business. In addition, litigation concerning intellectual property rights and the infringement of those rights, including patents, trademarks and copyrights, has grown significantly over the last several years and is likely to grow further in the future. If we become the subject of infringement claims, we may be forced into litigation, which will require us to devote significant resources and management's time and attention to defend against such infringement claims. If it is determined that our services infringe the intellectual property rights of a third party, we may be required to pay damages or enjoined from using that technology or forced to obtain a license (which may not be available or, if available, may be on terms that are unacceptable) and/or pay royalties to continue using that technology. The assertion of intellectual property infringement claims against our technology could have a material adverse effect on our business, operating results and financial condition.

We may engage in acquisitions, dispositions and exits that could disrupt our business, cause dilution to our stockholders and harm our business, operating results or financial condition.

We may make selective domestic and international acquisitions of, and investments in, businesses that offer new products, services and technologies, augment our market coverage, and/or enhance our technological capabilities. Acquisitions and investments outside of the U.S. involve unique risks related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries. We are in the process of exiting our business in India, the Asia Pacific region, France and the Netherlands and continue to re-evaluate our overall international operations and may also dispose of certain businesses or assets or close existing businesses; such dispositions or closures may have an adverse effect on our business.

Acquisitions, dispositions and exits in the high-technology sector are inherently risky and subject to many factors outside of our control, and no assurance can be given that our previous or future acquisitions, dispositions or exits will be successful and will not materially adversely affect our business and operations. In addition, the integration of any business we acquire may require that we incur significant restructuring charges. Acquisitions involve numerous risks, including difficulties in integrating the operations, management information systems and internal controls, technologies, products, and personnel of the acquired companies, particularly companies with overlapping business segments and widespread operations and/or complex products, such as Adenyo. Integration may be a difficult, drawn out process further complicated by such factors as geographic distances, lack of experience operating in the geographic market or industry sector of the acquired business, delays and challenges associated with integrating the business with our existing businesses, diversion of management's attention from daily operations of the business, potential loss of key employees and customers of the acquired business, the potential for deficiencies in internal controls at the acquired business, performance problems with the acquired business' technology, difficulties in entering markets in which we have no or limited direct prior experience, exposure to unanticipated liabilities of the acquired business, insufficient revenues to offset increased expenses associated with the acquisition, and our ability to achieve the growth prospects and synergies expected from any such acquisition. Even when an acquired business has already developed and marketed products and services, there can be no assurance that product or service enhancements will be made in a timely fashion or that all pre-acquisition due diligence will have identified all possible issues that might arise with respect to such acquired assets.

Any acquisition may also cause us to assume liabilities, record goodwill and non-amortizable intangible assets that will be subject to impairment testing and potential impairment charges, incur amortization expense related to certain intangible assets, increase our expenses and working capital requirements, and subject us to litigation, which would reduce our return on invested capital. Failure to manage and successfully integrate the acquisitions we make could materially harm our business and operations.

Any future acquisitions may require additional debt or equity financing, which in the case of debt financing, will increase our leverage and, in the case of equity financing, would be dilutive to our existing stockholders. Any decline in our perceived credit- worthiness associated with an acquisition could adversely affect our ability to borrow and result in more restrictive borrowing terms. As a result of the foregoing, we also may not be able to complete acquisitions or strategic transactions in the future to the same extent as in the past, or at all. These and other factors could harm our ability to achieve anticipated levels of profitability at acquired operations or realize other anticipated benefits of an acquisition or disposition, and could adversely affect our business, operating results, and financial condition.

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Government regulation of the mobile industry is evolving, and unfavorable changes or our failure to comply with regulations could harm our business and operating results.

As the mobile industry continues to evolve, we believe greater regulation by federal, state or foreign governments or regulatory authorities becomes more likely. For example, we believe increased regulation is likely in the area of data privacy, and laws and regulations applying to the solicitation, collection, processing or use of personal or consumer information and other mobile marketing regulations could affect our and our customers' ability to use and share data, potentially reducing our ability to utilize this information for the purpose of continued improvement of the overall mobile subscriber experience. In addition, any regulation of the requirement to treat all content and application provider services the same over the mobile Internet, sometimes referred to as net neutrality regulation, could reduce our customers' ability to make full use of the value of our services. Further, taxation of services provided over the Internet or other charges imposed by government agencies or by private organizations to access the Internet may be imposed. Any regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the mobile Internet and the viability of mobile data service providers, which could harm our business and operating results. Finally, any further or more restrictive regulation of the ability of wireless carriers to include charges for goods and services in a mobile subscriber's bill or their ability to offer up these capabilities to third parties, such as ourselves, on a bill-on- behalf-of basis could negatively impact our business.

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authorities becomes more likely. For example, we believe increased regulation is likely in the area of data privacy, and laws and regulations applying to the solicitation, collection, processing or use of personal or consumer information and other mobile marketing regulations could affect our and our customers' ability to use and share data, potentially reducing our ability to utilize this information for the purpose of continued improvement of the overall mobile subscriber experience. In addition, any regulation of the requirement to treat all content and application provider services the same over the mobile Internet, sometimes referred to as net neutrality regulation, could reduce our customers' ability to make full use of the value of our services. Further, taxation of services provided over the Internet or other charges imposed by government agencies or by private organizations to access the Internet may be imposed. Any regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the mobile Internet and the viability of mobile data service providers, which could harm our business and operating results. Finally, any further or more restrictive regulation of the ability of wireless carriers to include charges for goods and services in a mobile subscriber's bill or their ability to offer up these capabilities to third parties, such as ourselves, on a bill-on-behalf-of basis could negatively affect our business.

Our use of open source software could limit our ability to commercialize our services.

We have incorporated open source software into our services. Although we closely monitor our use of open source software, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our services. In that event, we could be required to seek licenses from third parties in order to continue offering our services, to re- engineer our products or to discontinue sales of our services, any of which could materially adversely affect our business.

The market price of our common stock, our Series J preferred stock and our common stock warrants may be highly volatile or may decline regardless of our operating performance.

Broad market and industry factors may adversely affect the market price of our common stock, our Series J preferred stock and our common stock warrants, regardless of our actual operating performance. Factors that could cause wide fluctuations in the stock price may include, among other things:


•	actual or anticipated variations in our financial condition and operating results;


•	overall conditions or trends in our industry;


•	addition or loss of significant customers;


•	competition from existing or new products;


•	changes in the market valuations of companies perceived by investors to be comparable to us;


•	announcements by us or our competitors of technological innovations, new services or service enhancements;


•	announcements by us or our competitors of significant acquisitions, strategic partnerships, divestitures or capital commitments;


•	announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;


•	additions or departures of key personnel;


•	changes in the estimates of our operating results or changes in recommendations by any securities or industry analysts that elect to follow our common stock; and


•	sales of our common stock by us or our stockholders, including sales by our directors and officers.

In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Our common stock price has declined significantly since our IPO in 2010 and may continue to do so as a result of the above described factors as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively ~~impact~~affect the market price of our common stock. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often been instituted against these companies. We are subject to this type of litigation and may be the target of additional litigation of this nature. Such securities litigation could result in substantial costs and a diversion of our management's attention and resources, whether or not we are successful in such litigation.

Mr. Carl C. Icahn indirectly owns a significant amount of our common and Series J preferred stock and the note issued under our term loan ~~and revolving loan facility~~, he has a relationship with two of our directors, our charter waives the corporate opportunity doctrine as it relates to funds affiliated with him and he may have interests that diverge from those of other stockholders.

39Mr. Carl C. Icahn controls approximately 14.7% of the voting power of our common stock as of November 5, 2012, and such ownership percentage may increase further if the warrants issued to Mr. Carl C. Icahn pursuant to the rights offering are exercised. Transactions could be difficult to complete without the support of Mr. Carl C. Icahn. It is possible that Mr. Carl C. Icahn may not support transactions, director appointments and other corporate actions that other stockholders would support. In addition, Mr. Brett C. Icahn, one of our directors, is the son of Mr. Carl C. Icahn, and Mr. Hunter C. Gary, another of our directors, is married to Mr. Carl C. Icahn's wife's daughter.

In our restated certificate of incorporation, we renounce and provide for a waiver of the corporate opportunity doctrine as it relates to

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asthe itfunds ~~relates~~affiliated towith ~~funds~~Koala Holding LP, an affiliate of Mr. Carl C. Icahn, Technology Crossover Ventures, and any person or entity affiliated with ~~him~~these investors. As a result, Mr. Carl C. Icahn and heentities ~~may~~controlled by him will have no fiduciary duty to present corporate opportunities to us. These exempted persons are in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that ~~diverge~~compete ~~from~~directly or indirectly with us. They may also pursue, for their own accounts, acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are directed by the exempted persons to themselves or their other ~~stockholders~~affiliates instead of to us.

~~Mr.~~In ~~Carl~~addition, C.on ~~Icahn~~September ~~controls approximately~~ 16~~.5%~~, of2011, ~~the~~we ~~voting~~entered ~~power~~into, ofand ~~our~~on ~~common~~November ~~stock~~14, as2011 ofand ~~August 6~~February 28, 2012, ~~and~~we ~~such~~amended, ~~ownership~~a ~~percentage~~$20 ~~may~~million ~~increase~~term ~~further~~loan aswith aHigh ~~result~~River, ofwhich ~~the~~is ~~rights~~secured ~~offering~~by ~~currently~~substantially inall ~~progress.~~of ~~Transactions~~our ~~could~~assets beand ~~difficult~~is toguaranteed ~~complete~~by ~~without~~two ~~the~~of ~~support~~our ofsubsidiaries, ~~Mr.~~mCore ~~Carl~~International C.and ~~Icahn~~Motricity Canada. ItHigh River is ~~possible~~beneficially ~~that~~owned by Mr. Carl C. Icahn. ~~may~~The ~~not~~principal ~~support~~and ~~transactions,~~interest ~~director~~are ~~appointments~~due and ~~other~~payable ~~corporate~~at ~~actions~~maturity ~~that~~on ~~other~~August ~~stockholders~~28, ~~would support~~2013. InThe ~~addition,~~term ~~Mr.~~loan ~~Brett~~provides C.High ~~Icahn,~~River ~~one~~with a right to accelerate the payment of ~~our~~the ~~directors~~term loan if, isamong others, we experience an ownership change (within the ~~son~~meaning of ~~Mr.~~Section ~~Carl~~382 C.of ~~Icahn,~~the Code) that results in a substantial limitation on our ability to use our net operating losses and ~~Mr.~~related ~~Hunter~~tax C.benefits ~~Gary,~~or ~~another~~if the shares of our ~~directors,~~Series J ispreferred ~~married~~stock issued in the rights offering or any other shares of preferred stock we may issue become redeemable at the option of the holders or if we are required to ~~Mr.~~pay ~~Carl~~the C.liquidation ~~Icahn's~~preference ~~wife's~~for ~~daughter~~such shares.

In our restated certificate of incorporation, we renounce and provide for a waiver of the corporate opportunity doctrine as it relates to the funds affiliated with Koala Holding LP, an affiliate of Mr. Carl C. Icahn, Technology Crossover Ventures, and any person or entity affiliated with these investors. As a result, Mr. Carl C. Icahn and entities controlled by him will have no fiduciary duty to present corporate opportunities to us. These exempted persons are in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. They may also pursue, for their own accounts, acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are directed by the exempted persons to themselves or their other affiliates instead of to us.

In addition, on September 16, 2011, we entered into, and on November 14, 2011 and February 28, 2012, we amended, a $20 million term loan with High River, which is secured by substantially all of our assets and is guaranteed by two of our subsidiaries, mCore International and Motricity Canada. High River is beneficially owned by Mr. Carl C. Icahn. The principal and interest are due and payable at maturity on August 28, 2013. The term loan provides High River with a right to accelerate the payment of the term loan if, among others, we experience an ownership change (within the meaning of Section 382 of the Code) that results in a substantial limitation on our ability to use our net operating losses and related tax benefits or if the shares of our Series J preferred stock we may issue become redeemable at the option of the holders or if we are required to pay the liquidation preference for such shares. On May 10, 2012, we further amended the terms of our existing term loan from High River and High River agreed to provide us with a $5 million revolving loan facility.

Our historical financial statements may not be indicative of future performance.

In light of our acquisitions of the mobile division of InfoSpace in December 2007 and of Adenyo in April 2011, our operating results only reflect the impact of those acquisitions from the acquisition date, and therefore comparisons with prior periods are difficult. As a result, our limited historical financial performance as owners of the mobile division of InfoSpace and the Adenyo business may make it difficult for stockholders to evaluate our business and results of operations to date and to assess our future prospects and viability. Furthermore, our brief operating history has resulted in revenue and profitability growth rates that may not be indicative of our future results of operations. As a result, the price of our common stock may be volatile.

In addition, we exited two lines of business in 2007 and 2008, our direct to consumer business, which was sold in two transactions in 2007 and 2008, and a business we refer to as media and entertainment, which was discontinued in 2008. The loss from discontinued operations in the 2008 period includes losses from these discontinued businesses. Furthermore, during the first quarter of 2012, we decided to exit our operations located in India and the Asia Pacific region and divest of our subsidiaries in France and the Netherlands. As of January 1, 2012, all of the operations related to India, the Asia Pacific region, our France subsidiary and our Netherlands subsidiary are reported as discontinued operations in the consolidated financial statements and we updated the historical consolidated financial statements in order to present the results of our operations in India and the Asia Pacific region as well as of our subsidiaries in France and the Netherlands as discontinued operations on a retrospective basis for the years ended December 31, 2011, 2010 and 2009.

As a result of the foregoing factors, the recent significant changes in our ~~Company~~company, the realignment of our strategic path and our exploration of financing alternatives, our historical results of operations are not necessarily indicative of the operating results to be expected in the future.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock, or if our operating results do not meet their expectations, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these reports or analysts. If any of the analysts who cover our ~~Company~~company downgrades our stock, or if our operating results do not meet the analysts' expectations, our stock price could decline. Moreover, if any of these analysts ceases coverage of our ~~Company~~company or fails to publish regular reports on our business, we could lose visibility in the financial markets, which in turn could cause our stock price and trading volume to decline.

We have not paid or declared dividends in the past, and do not plan to pay or declare dividends in the future, other than in connection with the recently completed rights offering ~~currently in progress~~ and dividends payable on Series J preferred stock, and, as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

40We have never declared or paid any dividends on our common stock and currently, other than the distribution of subscription rights pursuant to the recently completed rights offering and dividends payable on Series J preferred stock described herein, do not expect to declare or pay dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used in the operation and growth of our business and the payment of dividends on our Series J preferred stock. Any determination to pay dividends on our common stock in the future will be at the discretion of our board of directors. In addition, our ability to pay dividends on our common stock is currently limited by the covenants of our term loan and the terms of our Series J preferred stock when issued and may be further restricted by the terms of any future debt or preferred securities. Accordingly, your only opportunity to achieve a return on your investment in our company may be if the market price of our common stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below, the

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~~your~~price ~~only~~that ~~opportunity~~you topay ~~achieve~~for asuch ~~return on your investment is if the price of our~~ common stock ~~appreciates~~.

WeA ~~have~~holder ~~never~~of ~~declared~~our orSeries J ~~paid~~Preferred ~~any~~Stock ~~dividends~~who oncauses ~~our~~an ~~common~~ownership ~~stock and currently~~change, ~~other~~which ~~than~~results ~~the distribution of subscription rights pursuant to the rights offering currently~~ in ~~progress~~a ~~and~~substantial ~~dividends~~limitation ~~payable~~ on ~~Series~~our Jability ~~preferred stock described herein, do not expect~~ to ~~declare~~use ~~or pay dividends on~~ our ~~common~~net ~~stock~~operating inlosses ~~the~~and ~~foreseeable~~related ~~future.~~tax ~~Instead,~~benefits weor ~~anticipate~~whose ~~that~~shares ~~all~~were ofnot ~~our~~voted ~~earnings~~ in ~~the~~favor ~~foreseeable~~of ~~future will be used in~~ the ~~operation~~net ~~and~~operating ~~growth~~loss ofprotective ~~our~~measures, ~~business~~cannot ~~and~~require ~~the~~redemption ~~payment~~ of ~~dividends~~his onshares ~~our~~upon ~~Series~~such Ja ~~preferred~~triggering ~~stock~~event. ~~Any~~This ~~determination~~could tomake ~~pay~~it ~~dividends~~more ondifficult ~~our~~for ~~common~~you ~~stock in the future will be at the discretion of our board of directors. In addition, our ability~~ to ~~pay~~trade ~~dividends~~your onshares ~~our common stock is currently limited by the covenants~~ of ~~our term loan and revolving loan facility and the terms of our~~ Series J preferred stock ~~when issued~~ and ~~may~~could belimit ~~further restricted by~~ the ~~terms~~price ofthat ~~any~~investors ~~future~~might ~~debt~~be orwilling ~~preferred securities. Accordingly, your only opportunity~~ to ~~achieve~~pay ~~a return on your investment~~ in ~~our Company may be if~~ the ~~market~~future ~~price~~for ~~of our common stock appreciates and you sell your~~ shares atof ~~a profit. The market price for~~ our ~~common~~Series J ~~stock~~preferred ~~may never exceed, and may fall below, the price that you pay for such common~~ stock.

~~The~~A ~~rights~~holder ~~offering~~of ~~currently~~our Series J Preferred Stock who causes an ownership change, which results in ~~progress~~a substantial limitation on our ability to use our net operating losses and related tax benefits or whose shares were not voted in favor of the net operating loss protective measures, cannot require redemption of his shares upon such a triggering event. This may ~~cause~~operate as a restriction on the ~~trading~~transferability ~~price~~of the shares of ~~our~~Series J ~~common~~preferred stock and could limit the price that investors might be willing to ~~decrease~~pay ~~immediately,~~in ~~and~~the ~~this~~future ~~decrease~~for ~~may~~shares ~~continue~~of our Series J preferred stock.

The offering price, the number of shares we propose to issue, and the number of shares actually issued if we complete the rights offering, may result in an immediate decrease in the market value of our common stock. This decrease may continue after the completion of the rights offering.

A holder of our Series J Preferred Stock who causes an ownership change, which results in a substantial limitation on our ability to use our net operating losses and related tax benefits or whose shares were not voted in favor of the NOL Protective Measures, cannot require redemption of his shares upon such a triggering event. This could make it more difficult for you to trade your shares of Series J preferred stock and could limit the price that investors might be willing to pay in the future for shares of our Series J preferred stock.

A holder of our Series J Preferred Stock who causes an ownership change, which results in a substantial limitation on our ability to use our net operating losses and related tax benefits or whose shares were not voted in favor of the NOL Protective Measures, cannot require redemption of his shares upon such a triggering event. This may operate as a restriction on the transferability of your shares of the Series J preferred stock and could limit the price that investors might be willing to pay in the future for shares of our Series J preferred stock.

Our common stock is ranked junior to our Series J preferred stock.

Our common stock is ranked junior to our Series J preferred stock. ~~Upon~~The ~~the issuance of the Series J preferred stock underlying the units in the rights offering currently in progress, the~~ outstanding Series J preferred stock ~~also~~has ~~will have~~ a preference upon our dissolution, liquidation or winding up of our company in respect of assets available for distribution to our stockholders. Furthermore, the holders of our Series J preferred stock may require us to redeem their shares of Series J preferred stock in connection with a change in control, which includes a person becoming a beneficial owner of securities representing at least 50% of the voting power of our company, a sale of substantially all of our assets, and certain business combinations and mergers which cause a change in 20% or more of the voting power of our company, if we experience an ownership change (within the meaning of Section 382 of the Code), which results in a substantial limitation on our ability to use our net operating losses and related tax benefits or if we fail to implement measures designed to preserve the use of our net operating losses and related tax benefits.

The terms of our Series J preferred stock require that they be redeemed prior to the redemption of our common stock in connection with dissolution, liquidation or winding up of our company, and the holders may require us to redeem their shares of Series J preferred stock if we experience a change in control; this could prevent a change in control.

The terms of our Series J preferred stock require that they be redeemed prior to the redemption of our common stock in connection with dissolution, liquidation or winding up or a change in control of our company and the holders may require us to redeem their shares of Series J preferred stock if we experience a change in control, which includes a person becoming a beneficial owner of securities representing at least 50% of the voting power of our company, a sale of substantially all of our assets, and certain business combinations and mergers which cause a change in 20% or more of the voting power of our company. This may delay the assumption of control by a holder of a large block of capital stock and the removal of incumbent directors and management, even if such removal may be beneficial to some or all of our stockholders. Such restrictions may adversely affect the market price of our stock.

There can be no assurance that in the event of any dissolution, liquidation, or winding up of our company, we will be able to make distributions or payments in full to all the holders of the Series J preferred shares or that we, if required, will be able to redeem such shares.

The Series J preferred stock ~~will~~ranks ~~rank~~ senior to our common stock, but we may in the future issue one or more series of preferred stock that ranks senior to, junior to, or pari passu with, our Series J preferred stock. There can be no assurance that in the event of any dissolution, liquidation, winding up or change of control of our ~~Company~~company, we will be able to make distributions or payments in full to all the holders of the Series J preferred shares.

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distributions or payments in full to all the holders of the Series J preferred shares.

The dividends on our Series J preferred stock can be paid in kind.

The terms of the Series J preferred stock allow dividends on the Series J preferred shares to be paid in kind and, therefore, allow the repayment of the principal and accrued dividends on the Series J preferred stock to be deferred until the final maturity of the Series J preferred stock. There can be no assurance that we will have enough capital to repay the full amount of the principal and accrued dividends when the payment of principal and accrued dividends on the Series J preferred stock become due. No plan, arrangement or agreement is currently in place that would prevent us from paying dividend with respect to the Series J preferred stock in cash.

Our Series J preferred stock lacks covenants restricting our actions, giving management broad discretion to use cash generated from the rights offering currently in progress.

The terms of the Series J preferred stock do not contain restrictive covenants on our actions, therefore our management will have broad discretion to use cash generated from the rights offering currently in progress. Management might not apply cash generated from the rights offering in ways that increase the value of your investment. There can be no assurance that we will use the proceeds from the rights offering for expenditures that will increase the value of our company or that are otherwise in the interests of the holders of our capital stock.

Even if fully subscribed, the net proceeds we receive from the rights offering also may be lower than currently anticipated because there are restrictions on the exercise of subscription rights and we have reserved the right to reduce the size of the rights offering if we determine that such reduction is necessary or advisable to seek to preserve our ability to realize the full benefits of our net operating losses and related tax benefits.

You may not purchase a number of units where such purchase would result in you becoming a direct or indirect owner of more than 50% of the common stock, as determined under Section 382 of the Code and the Treasury Regulations promulgated thereunder, including but not limited to Section 1.382-4(b)(4) and we have reserved the right to reduce the size of the rights offering if we determine that such reduction is necessary or advisable to seek to preserve our ability to realize the full benefits of our net operating losses and related tax benefits. We thus further reserve the right to reduce the size of the rights offering if we determine that such reduction is necessary or advisable to seek to preserve our ability to realize the full benefits of our net operating losses and related tax benefits. Under U.S. federal income tax law, we can carry forward U.S. net operating losses as potential tax deductions until they expire. As of December 31, 2011, we had net operating loss carryforwards totaling approximately $238 million. If we reduce the size of the offering, we will first reduce or eliminate the number of units that may be purchased upon exercise of the over-subscription privilege, and second, if the elimination of the over-subscription privilege is not sufficient, the number of units that may be acquired upon exercise of the basic subscription privilege. If the net proceeds from the rights offering are lower as a result of a restriction on the exercise of rights or because we reduce the size of the rights offering, we may need to raise additional capital to execute our longer term business plan and repay our term loan and amounts drawn under our revolving credit facility when due.

If you do not exercise your common stock warrants in connection with a change in control, they will terminate and have no further rights or value.

Our common stock warrants provide that they terminate if they are not exercised in connection with a capital reorganization, reclassification of our securities, consolidation or merger of our company resulting in a change of 50% of the voting power of the company, a sale of substantially all of our assets or a similar transaction requiring stockholder approval shall be effected. If you do not exercise your common stock warrants in connection with such a transaction, the warrants will terminate and be of no further value. There are no assurances that any such transaction would provide value for the common stock received upon the exercise of the common stock warrants at or in excess of the exercise price of such warrants.

~~The~~We ~~Series~~are Jrequired ~~preferred~~by the terms of the common stock ~~may~~warrants ~~result~~to inuse ~~constructive~~our ~~dividends~~reasonable best efforts to amaintain ~~holder.~~an effective registration statement covering the issuance of the shares of common stock underlying the common stock warrants at the time that our warrant

If the allocation of the subscription price between the Series J preferred stock and the common stock warrant results in an “issue price” for the Series J preferred stock that is lower than the price at which the Series J preferred stock may be redeemed under certain circumstances, this difference in price (the “redemption premium”) may be treated as a constructive distribution of additional stock on preferred stock under Section 305(c) of the Code if the redemption premium is in excess of a statutory de minimis amount. We intend to take the position that annual accruals of the redemption premium and concurrent income inclusions for the applicable holder are not required under federal income tax law. However, if the IRS were to take a different position with respect to the redemption premium, a constructive distribution would be required to be taken into account under principles similar to the principles governing the inclusion of accrued original issue discount under Section 1272(a) of the Code. The accruals would be included in the holder's taxable income to the extent of our current and accumulated earnings and profits. 38

Furthermore, if quarterly dividends on the Series J preferred stock are accrued rather than paid, the liquidation preference on the Series J preferred stock will be adjusted to reflect the accrued dividend. The applicable Treasury Regulations fail to address

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~~whether~~holders ~~the~~exercise ~~accrued~~their ~~dividends will be treated as a redemption premium~~warrants. WeThe ~~intend~~exercise ~~to take the position that the accrual~~ of ~~dividends~~our oncommon ~~the Series J preferred~~ stock iswarrants ~~not~~may aalso ~~disguised redemption premium and will not~~ be ~~includible~~limited ~~in the holder's taxable income until such dividends are declared~~ by ~~our~~state ~~Board~~securities ~~of Directors~~laws. IfWe ~~the~~cannot ~~IRS~~guarantee ~~were~~that ~~to take~~ a ~~different~~registration ~~position~~statement ~~with~~will ~~respect~~be ~~to the accrued dividends~~effective, ain ~~constructive~~which ~~distribution~~case ~~would~~our bewarrant ~~required~~holders tomay benot ~~taken into account under principles similar to the principles governing the inclusion of accrued original issue discount under Section 1272(a) of the Code. The accruals would~~ be ~~included~~able ~~in the holder's taxable income~~ to ~~the~~exercise ~~extent~~their ofcommon ~~our~~stock ~~current and accumulated earnings and profits~~warrants.

WeHolders ~~are~~of ~~required~~our bycommon stock warrants will be able to exercise the ~~terms~~common ofstock warrants only if a registration statement under the Securities Act relating to the shares of our common stock underlying the warrants is then effective. We have a contractual obligation to use our reasonable best efforts to maintain ana ~~effective~~current registration statement covering the ~~issuance of the~~ shares of common stock underlying the warrants to the extent required by federal securities laws, and we intend to, but may not be able to, comply with our undertaking. Our common stock warrants atexpire ~~the~~if ~~time~~they ~~that~~are not exercised in connection with a capital reorganization, reclassification of our ~~warrant~~securities, ~~holders~~consolidation ~~exercise~~or ~~their~~merger ~~warrants.~~of ~~The~~our ~~exercise~~company resulting in a change of 50% of the voting power of the company, a sale of substantially all of our ~~common~~assets ~~stock~~or ~~warrants~~a ~~may~~similar ~~also~~transaction requiring stockholder approval shall be ~~limited~~effected, bya ~~state~~merger, ~~securities~~consolidation, ~~laws.~~business Wecombination, ~~cannot~~sale ~~guarantee~~of ~~that~~substantially all of our assets or similar transaction requiring shareholder approval, even if a registration statement ~~will~~covering bethe shares underlying the common stock warrants is not effective, inat ~~which~~such ~~case~~time. ~~our~~The ~~warrant~~value ~~holders~~of ~~may~~the ~~not~~warrants may be ~~able~~greatly toreduced ~~exercise~~if ~~their~~a registration statement covering the shares of common stock issuable upon the exercise of the warrants is not kept current.

Holders of our common stock warrants will be able to exercise the common stock warrants only if a registration statement under the Securities Act relating to the shares of our common stock underlying the warrants is then effective. We have a contractual obligation to use our reasonable best efforts to maintain a current registration statement covering the shares of common stock underlying the warrants to the extent required by federal securities laws, and we intend to, but may not be able to, comply with our undertaking. Our common stock warrants expire if they are not exercised in connection with a capital reorganization, reclassification of our securities, consolidation or merger of our company resulting in a change of 50% the voting power of company, a sale of substantially all of our assets or a similar transaction requiring stockholder approval shall be effected, a merger, consolidation, business combination, sale of substantially all of our assets or similar transaction requiring shareholder approval, even if a registration statement covering the shares underlying the common stock warrants is not effective at such time. The value of the warrants may be greatly reduced if a registration statement covering the shares of common stock issuable upon the exercise of the warrants is not kept current.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

None.

Item 5. Other Information.

None.

4339

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Item 6.	Exhibits.

EXHIBIT NO.	~~Incorporated~~Description byof ~~Reference (1)~~Documents	~~Description of Documents~~
10.1	A	Employment Offer Letter, between Motricity, Inc. and Nathan Fong
3.1	Amended and Restated Certificate of Designations Relating to the 13% Series J Preferred Stock (filed as Exhibit 3.3 to Registration Statement on Form S-1, File No. 333-183487, filed with the SEC on August 22, 2012)
10.2	A	Amendment to Employment Offer Letter, between Motricity, Inc. and Richard Stalzer
4.1	Form of the Company's Series J Preferred Stock Certificate (filed as Exhibit 4.2 to Amendment No. 5 to Registration Statement on Form S-3 on Form S-1, File No. 333-178409, filed with the SEC on July 9, 2012)
10.3	B	Form of Named Executive Officer Option Agreement
4.2	Form of Subscription Rights Certificate for original subscription rights (filed as Exhibit 4.3 to Amendment No. 5 to Registration Statement on Form S-3 on Form S-1, File No. 333-178409, filed with the SEC on July 9, 2012)
10.4	C	Executive Officer Severance/Change in Control Plan, as amended
4.3	Form of Warrant Agreement by and between the Company and American Stock Transfer and Trust Company (filed as Exhibit 4.4 to Amendment No. 5 to Registration Statement on Form S-3 on Form S-1, File No. 333-178409, filed with the SEC on July 9, 2012)
10.5	D	2012 Corporate Inceptive Plan‡
4.4	Form of Subscription Rights Certificate (filed as Exhibit 4.5 to Amendment No. 1 to Registration Statement on Form S-1, File No. 333-183487, filed with the SEC on August 22, 2012)
31.1		Certification of James R. Smith, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
10.1	Limited Waiver from High River Limited Partnership, dated September 12, 2012*
31.2		Certification of Nathan Fong pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
10.2	Fifth Amendment, dated as of September 17, 2012, to the Second Amended and Restated Wireless Service Agreement between Motricity, Inc. and AT&T Mobility.‡ (1)
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer.**
10.3	Second Amendment, dated as of September 19, 2012, to the Appcenter Service Exhibit No. 20100607.090.S.002.‡ (2)
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer.**
31.1	Certification of James R. Smith, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
101.INS		XBRL Instance Document***
31.2	Certification of Nathan Fong pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
101.SCH		XBRL Taxonomy Extension Schema Document***
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer.**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document***
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer.**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document***
101.INS	XBRL Instance Document.***
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document***
101.SCH	XBRL Taxonomy Extension Schema Document.***
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document***
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.***
101.LAB	XBRL Taxonomy Extension Label Linkbase Document***
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document***
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document***

*		Filed herewith.
**		Furnished herewith.
***		Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, and are otherwise not subject to liability under these sections.
‡		Confidential treatment was granted for certain provisions of this Exhibit pursuant to Exchange Act Rule 24b-2. These provisions have been omitted from the filing and submitted separately to the Securities and Exchange Commission.
(1)		IfFiled ~~not filed herewith, filed~~ as anExhibit ~~exhibit~~10.1 to the ~~document~~Current ~~referred~~Report toon byForm ~~letter~~8-K/A, asfiled ~~follows:~~on November 6, 2012
	A	Current Report on Form 8-K, filed on May 29, 2012
(2)		Filed as Exhibit 10.2 to the Current Report on Form 8-K/A, filed on November 6, 2012
	B	Current Report on Form 8-K, filed on May 31, 2012
	C	Current Report on Form 8-K, filed on June 19, 2012
	D	Amendment to Current Report on Form 8-K, originally filed on May 23, 2012, filed on Form 8-K/A on June 21, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

			MOTRICITY, INC.
Date:	~~August~~November 98, 2012	By:	/s/ Nathan Fong
			Nathan Fong
			Chief Financial Officer

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