SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Countersigned: Dated: , 20 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Signature ____________________________ Authorized Signatory #PageNum# EXHIBIT B-2 EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depositary”), to purchase Warrant Shares and (check one): ¨ herewith tenders payment for of the Warrant Shares to the order of Motricity, Inc. in the amount of $ in accordance with the terms of the Warrant Agreement and this Warrant; or ¨ This exercise and election shall ¨be immediately effective or ¨shall be effective as of 5:00 pm., New York time, on . The undersigned requests that the Warrant Shares issuable upon exercise of the Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the Warrant Shares are evidenced by global securities, the Warrant Shares shall be registered in the name of the Depositary or its nominee. Dated: NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY: (PLEASE PRINT) ADDRESS: _________________________________________________________________________________________________ CONTACT NAME: _______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): _________________________ ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED: ________________________________________________ DEPOSITARY ACCOUNT NO: ___________________________________________________________________ #PageNum# WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE: NAME: ____________________________________________________________________________________________________ (PLEASE PRINT) CONTACT NAME: _____________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE): ______________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): _________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED: _________________________________ DEPOSITARY ACCOUNT NO. _______________________________________________________________________________ FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE: ____________________________________________________________________________________ NAME: _____________________________________________________________________________________________________ (PLEASE PRINT) ADDRESS: __________________________________________________________________________________________________ CONTACT NAME: ______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ NUMBER OF WARRANTS BEING EXERCISED: ______________________________________________________________ (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE) Signature: __________________________________________________________________________________________________ Name: ______________________________________________________________________________________________________ Capacity in which Signing: __________________________________________________________________________________ SIGNATURE GUARANTEED BY: ___________________________________________________________________________ Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. #PageNum# EXHIBIT C FORM OF ASSIGNMENT (To be executed only upon assignment of Warrant) For value received, hereby sells, assigns and transfers unto the Assignee(s) named below the rights represented by such Warrant to purchase number of Warrant Shares listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Registered Holder under the within Warrant, and does hereby irrevocably constitute and appoint attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of Warrant Shares set forth below, with full power of substitution in the premises: Names of Assignee(s) Address No. of Warrant Shares And if said number of Warrant Shares shall not be all the Warrant Shares represented by the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the Warrant Shares registered by said Warrant. Dated: , 20 Signature ________________________________ Note: The above signature shouldcorrespond exactly with the name onthe face of this Warrant
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SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Countersigned: Dated: , 20 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Signature _________________________, 20___ AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Signature Authorized Signatory #PageNum# EXHIBIT B-2 EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by __________________Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depositary“ Depositary ”), to purchase Warrant Shares and (check one): ¨ ☐ herewith tenders payment for ____________________ of the Warrant Shares to the order of MotricityBioScrip, Inc. in the amount of $ _________________ in accordance with the terms of the Warrant Agreement and this Warrant; or ¨ ☐ This exercise and election shall ¨be ☐ be immediately effective or ¨shall ☐ shall be effective as of 5:00 pm., New York time, on ______________________. The undersigned requests that the Warrant Shares issuable upon exercise of the Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the Warrant Shares are evidenced by global securities, the Warrant Shares shall be registered in the name of the Depositary or its nominee. Dated: __________________ NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY: (PLEASE PRINT) ADDRESS: _________________________________________________________________________________________________ CONTACT NAME: _______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ ): FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): _________________________ ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED: ________________________________________________ DEPOSITARY ACCOUNT NO: ___________________________________________________________________ #PageNum# WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE: NAME: ____________________________________________________________________________________________________ (PLEASE PRINT) CONTACT NAME: _____________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE): ______________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): _________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED: _________________________________ DEPOSITARY ACCOUNT NO. _______________________________________________________________________________ : FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE: ____________________________________________________________________________________ NAME: _____________________________________________________________________________________________________ (PLEASE PRINT) ADDRESS: __________________________________________________________________________________________________ CONTACT NAME: ______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ ): FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ NUMBER OF WARRANTS BEING EXERCISED: ______________________________________________________________ (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE) Signature: __________________________________________________________________________________________________ Name: ______________________________________________________________________________________________________ Capacity in which Signing: __________________________________________________________________________________ SIGNATURE GUARANTEED BY: ___________________________________________________________________________ Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. #PageNum# EXHIBIT C FORM OF ASSIGNMENT (To be executed only upon assignment of Warrant) For value received, hereby sells, assigns and transfers unto the Assignee(s) named below the rights represented by such Warrant to purchase number of Warrant Shares listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Registered Holder under the within Warrant, and does hereby irrevocably constitute and appoint attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of Warrant Shares set forth below, with full power of substitution in the premises: Names of Assignee(s) Address No. of Warrant Shares And if said number of Warrant Shares shall not be all the Warrant Shares represented by the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the Warrant Shares registered by said Warrant. Dated: , 20 Signature ________________________________ Note: The above signature shouldcorrespond exactly with the name onthe face of this Warrant):
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SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. a Medallion Signature ProgramGuarantee Program at a guarantee level acceptable to the Company’s Warrant Agent. Countersigned: Dated: , 20 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Signature [____________________________ ], 2012 Computershare Shareowner Services LLC, as Warrant Agent Signature Authorized Signatory #PageNum# EXHIBIT B-2 EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING NEW GMR WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of New GMR Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by ______ New GMR Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depositary”), to purchase Warrant Shares New GMR Common Stock and (check one): ¨ o herewith tenders payment this New GMR Warrant for _______ New GMR Common Stock pursuant to the net issuance exercise provisions of Section 4.5 of the Warrant Shares to the order of Motricity, Inc. in the amount of $ in accordance with the terms of the Warrant Agreement and this Warrant; or ¨ Agreement. This exercise and election shall ¨be obe immediately effective or ¨shall o shall be effective as of 5:00 pm., New York timeEastern Time, on [insert date]. The undersigned requests that the Warrant Shares New GMR Common Stock issuable upon exercise of the New GMR Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the Warrant Shares New GMR Common Stock are evidenced by global securities, the Warrant Shares New GMR Common Stock shall be registered in the name of the Depositary or its nominee. Dated: NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY: (PLEASE PRINT) ADDRESS: _________________________________________________________________________________________________ CONTACT NAME: _______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): _________________________ ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED: ________________________________________________ DEPOSITARY ACCOUNT NO: ___________________________________________________________________ #PageNum# WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE: NAME: ____________________________________________________________________________________________________ (PLEASE PRINT) CONTACT NAME: _____________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE): ______________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): _________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED: _________________________________ DEPOSITARY ACCOUNT NO. _______________________________________________________________________________ FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE: ____________________________________________________________________________________ NAME: _____________________________________________________________________________________________________ (PLEASE PRINT) ADDRESS: __________________________________________________________________________________________________ CONTACT NAME: ______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ NUMBER OF WARRANTS BEING EXERCISED: ______________________________________________________________ (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE) Signature: __________________________________________________________________________________________________ Name: ______________________________________________________________________________________________________ Capacity in which Signing: __________________________________________________________________________________ SIGNATURE GUARANTEED BY: ___________________________________________________________________________ Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. #PageNum# EXHIBIT C FORM OF ASSIGNMENT (To be executed only upon assignment of Warrant) For value received, hereby sells, assigns and transfers unto the Assignee(s) named below the rights represented by such Warrant to purchase number of Warrant Shares listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Registered Holder under the within Warrant, and does hereby irrevocably constitute and appoint attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of Warrant Shares set forth below, with full power of substitution in the premises: Names of Assignee(s) Address No. of Warrant Shares And if said number of Warrant Shares shall not be all the Warrant Shares represented by the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the Warrant Shares registered by said Warrant. Dated: , 20 Signature ________________________________ Note: The above signature shouldcorrespond exactly with the name onthe face of this Warrant:
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SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Countersigned: Dated: , 20 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Signature _________________________, 20___ AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Signature Authorized Signatory #PageNum# EXHIBIT B-2 EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by __________________Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depositary“ Depositary ”), to purchase Warrant Shares and (check one): ¨ ☐ herewith tenders payment for ____________________ of the Warrant Shares to the order of MotricityBioScrip, Inc. in the amount of $ _________________ in accordance with the terms of the Warrant Agreement and this Warrant; or ¨ ☐ This exercise and election shall ¨be ☐ be immediately effective or ¨shall ☐ shall be effective as of 5:00 pm., New York time, on ______________________. The undersigned requests that the Warrant Shares issuable upon exercise of the Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the Warrant Shares are evidenced by global securities, the Warrant Shares shall be registered in the name of the Depositary or its nominee. Dated: __________________ NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY: (PLEASE PRINT) ADDRESS: _________________________________________________________________________________________________ CONTACT NAME: _______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): _________________________ ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED: ________________________________________________ DEPOSITARY ACCOUNT NO: ___________________________________________________________________ #PageNum# WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE: NAME: ____________________________________________________________________________________________________ (PLEASE PRINT) CONTACT NAME: _____________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE): ______________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): _________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED: _________________________________ DEPOSITARY ACCOUNT NO. _______________________________________________________________________________ FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE: ____________________________________________________________________________________ NAME: _____________________________________________________________________________________________________ (PLEASE PRINT) ADDRESS: __________________________________________________________________________________________________ CONTACT NAME: ______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ NUMBER OF WARRANTS BEING EXERCISED: ______________________________________________________________ (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE) Signature: __________________________________________________________________________________________________ Name: ______________________________________________________________________________________________________ Capacity in which Signing: __________________________________________________________________________________ SIGNATURE GUARANTEED BY: ___________________________________________________________________________ Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. #PageNum# EXHIBIT C FORM OF ASSIGNMENT (To be executed only upon assignment of Warrant) For value received, hereby sells, assigns and transfers unto the Assignee(s) named below the rights represented by such Warrant to purchase number of Warrant Shares listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Registered Holder under the within Warrant, and does hereby irrevocably constitute and appoint attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of Warrant Shares set forth below, with full power of substitution in the premises: Names of Assignee(s) Address No. of Warrant Shares And if said number of Warrant Shares shall not be all the Warrant Shares represented by the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the Warrant Shares registered by said Warrant. Dated: , 20 Signature ________________________________ Note: The above signature shouldcorrespond exactly with the name onthe face of this Warrant:
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SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion ProgramTHE SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR, the Stock Exchanges Medallion Program or the New York Stock ExchangeINSTITUTION BANK, Inc. Medallion Signature ProgramSTOCKBROKER, SAVINGS AND LOAN ASSOCIATION OR CREDIT UNION WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. Countersigned: Dated: , 20 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Signature ____________________________ Authorized Signatory #PageNum# EXHIBIT B-2 [FORM OF ELECTION TO EXERCISE FORM WARRANT FOR BENEFICIAL HOLDERS HOLDING WARRANTS THROUGH BOOK-ENTRY FACILITIES OF THE DEPOSITORY TRUST COMPANY WHEN EXERCISE OF WARRANT WILL OCCUR THROUGH SUCH FACILITIES] [TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY COMPANY] EXIDE TECHNOLOGIES Warrants to Purchase _______ Shares of Common Stock (To be executed upon exercise of WarrantTO BE EXECUTED UPON EXERCISE OF THE WARRANT) The undersigned hereby irrevocably elects to exercise the right, represented by ________ Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “"Depositary”"), to purchase Warrant Shares and (check one): ¨ herewith tenders payment for of the Warrant Shares to the order of Motricity, Inc. in the amount of $ in accordance with the terms of the Warrant Agreement and this Warrant; or ¨ This exercise and election shall ¨be immediately effective or ¨shall be effective as of 5:00 pm., New York time, on . The undersigned requests that the Warrant Shares issuable upon exercise of the Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the Warrant Shares are evidenced by global securities, the Warrant Shares shall be registered in the name of the Depositary or its nominee. Dated: NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY: (PLEASE PRINT) ADDRESS: _________________________________________________________________________________________________ CONTACT NAME: _______________________________________________________________________________newly issued shares of Common Stock of Exide Technologies (the "Company") at the Exercise Price of $________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): _________________________ ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED: ________________________________________________ DEPOSITARY ACCOUNT NO: ___________________________________________________________________ #PageNum# WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE: NAME: ____________________________________________________________________________________________________ (PLEASE PRINT) CONTACT NAME: _____________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE): ______________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): _________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED: _________________________________ DEPOSITARY ACCOUNT NO. _______________________________________________________________________________ FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE: ____________________________________________________________________________________ NAME: _____________________________________________________________________________________________________ (PLEASE PRINT) ADDRESS: __________________________________________________________________________________________________ CONTACT NAME: ______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ NUMBER OF WARRANTS BEING EXERCISED: ______________________________________________________________ (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE) Signature: __________________________________________________________________________________________________ Name: ______________________________________________________________________________________________________ Capacity in which Signing: __________________________________________________________________________________ SIGNATURE GUARANTEED BY: ___________________________________________________________________________ Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. #PageNum# EXHIBIT C FORM OF ASSIGNMENT (To be executed only upon assignment of Warrant) For value received, hereby sells, assigns and transfers unto the Assignee(s) named below the rights represented by such Warrant to purchase number of Warrant Shares listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Registered Holder under the within Warrant, and does hereby irrevocably constitute and appoint attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of Warrant Shares set forth below, with full power of substitution in the premises: Names of Assignee(s) Address No. of Warrant Shares And if said number of Warrant Shares shall not be all the Warrant Shares represented by the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the Warrant Shares registered by said Warrant. Dated: , 20 Signature ________________________________ Note: The above signature shouldcorrespond exactly with the name onthe face of this Warrantper share.
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SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Countersigned: Dated: , 20 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Signature ____________________________ Authorized Signatory #PageNum# EXHIBIT B-2 EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depositary”), to purchase Warrant Shares and (check one): ¨ herewith tenders payment for of the Warrant Shares to the order of Motricity, Inc. in the amount of $ in accordance with the terms of the Warrant Agreement and this Warrant; or ¨ This exercise and election shall ¨be immediately effective or ¨shall be effective as of 5:00 pm., New York time, on . The undersigned requests that the Warrant Shares issuable upon exercise of the Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the Warrant Shares are evidenced by global securities, the Warrant Shares shall be registered in the name of the Depositary or its nominee. Dated: NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY: (PLEASE PRINT) ADDRESS: _________________________________________________________________________________________________ CONTACT NAME: _______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): _________________________ ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED: ________________________________________________ DEPOSITARY ACCOUNT NO: ___________________________________________________________________ #PageNum# WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE: NAME: _____________________________________________________________________________________________________ (PLEASE PRINT) CONTACT NAME: _____________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE): ______________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): _________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED: _________________________________ DEPOSITARY ACCOUNT NO. _______________________________________________________________________________ FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE: ____________________________________________________________________________________ NAME: _____________________________________________________________________________________________________ (PLEASE PRINT) ADDRESS: __________________________________________________________________________________________________ CONTACT NAME: ______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ NUMBER OF WARRANTS BEING EXERCISED: ______________________________________________________________ (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE) Signature: ___________________________________________________________________________________________________ Name: ______________________________________________________________________________________________________ Capacity in which Signing: __________________________________________________________________________________ SIGNATURE GUARANTEED BY: ___________________________________________________________________________ Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. #PageNum# EXHIBIT C FORM OF ASSIGNMENT (To be executed only upon assignment of Warrant) For value received, hereby sells, assigns and transfers unto the Assignee(s) named below the rights represented by such Warrant to purchase number of Warrant Shares listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Registered Holder under the within Warrant, and does hereby irrevocably constitute and appoint attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of Warrant Shares set forth below, with full power of substitution in the premises: Names of Assignee(s) Address No. of Warrant Shares And if said number of Warrant Shares shall not be all the Warrant Shares represented by the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the Warrant Shares registered by said Warrant. Dated: , 20 Signature ________________________________ Note: The above signature shouldcorrespond should correspond exactly with the name onthe on the face of this Warrant
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