X0303 4 2010-06-23 1 0001336691 MOTRICITY INC MOTR 0001132326 NEW ENTERPRISE ASSOCIATES 10 L P 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001236049 NEA PARTNERS 10 L P 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001005561 BARRIS PETER J 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001219855 BARRETT M JAMES 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001005550 KRAMLICH C RICHARD 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001005544 NEWHALL CHARLES W III 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001062466 PERRY MARK W 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2010-06-23 4 C 0 2463933 A 3122460 D Series B Preferred Stock 2010-06-23 4 C 0 494410 D Common Stock 494671 0 D Series C Preferred Stock 2010-06-23 4 C 0 36832 D Common Stock 36851 0 D Series D Preferred Stock 2010-06-23 4 C 0 15567 D Common Stock 15575 0 D Series E Preferred Stock 2010-06-23 4 C 0 529654 D Common Stock 529832 0 D Series F Preferred Stock 2010-06-23 4 C 0 250142 D Common Stock 250143 0 D Series G Preferred Stock 2010-06-23 4 C 0 208452 D Common Stock 208452 0 D Series I Preferred Stock 2010-06-23 4 C 0 928409 D Common Stock 928409 0 D Each share of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into that number of shares of Common Stock equal to the quotient of the aggregate Series B Liquidation Preference, Series C Liquidation Preference or Series D Liquidation Preference, respectively (as those terms are defined in the issuer's Restated Certificate of Incorporation), divided by $10.00 upon the closing of the issuer's initial public offering on June 23, 2010 and had no expiration date. Each share of Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series I Preferred Stock automatically converted into that number of shares of Common Stock equal to the quotient of the Series E Original Issue Price, Series F Original Issue Price, Series G Original Issue Price or Series I Original Issue Price, respectively (as those terms are defined in the issuer's Restated Certificate of Incorporation) divided by the applicable Series E Conversion Price, Series F Conversion Price, Series G Conversion Price or Series I Conversion price, respectively (as those terms are defined in the issuer's Restated Certificate of Incorporation), upon the closing of the issuer's initial public offering on June 23, 2010 and had no expiration date. The securities are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 10, and the individual general partners of NEA Partners 10 (NEA Partners 10 and the individual general partners, together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners 10 are Peter Barris, M. James Barrett, C. Richard Kramlich, Charles W. Newhall III, Mark W. Perry and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or otherwise of the securities of the issuer held by NEA 10, except to the extent of such Indirect Reporting Person's pecuniary interest therein. Following the closing of the issuer's initial public offering on June 23, 2010, NEA 10 no longer owns 10% or more of the outstanding common stock of the issuer and, accordingly, is no longer currently subject to reporting requirements or other obligations under Section 16 of the 1934 Act with respect to ownership of common stock of the issuer which, in turn, means that the Indirect Reporting Persons also are no longer subject to such provisions of the 1934 Act. /s/ Louis Citron, attorney-in-fact 2010-06-23