MOTR Motricity, Inc. (MM)

RISK FACTORS RELATED TO THE REORGANIZATION

You should carefully consider the risk factors described below as well as other information provided to you in this proxy statement/prospectus in deciding how to vote on the Reorganization. If any of the following risk factors actually occur, Mobile Systems Corp.’s (or, if the Reorganization does not occur Motricity’s) business and the value of its common stock could be materially adversely affected. You should also consider the other information contained in or mailed with this proxy statement/prospectus, including the Company’s Annual Report on Form 10-K as filed with the SEC on March 10, 2012, our Current Report on Form 8-K filed on May 25, 2012, which contains our financial statements recast to present certain information.

Risks Related to the Reorganization and Transfer Restrictions

The imposition of transfer restrictions may cause the market price of Mobile Systems Corp.’s common stock to decline.

If the Reorganization is approved and completed, you will receive shares of common stock of Mobile Systems Corp. as the parent company of Motricity after the Reorganization. These shares will be subject to the transfer restrictions described in this proxy statement/prospectus. These transfer restrictions currently do not apply to Motricity common stock. It is possible that the transfer restrictions will have an adverse effect on the liquidity and market price of Mobile Systems Corp. common stock. Because of the implementation of the transfer restrictions, we cannot assure you that the market price of the shares of Mobile Systems Corp. common stock will be comparable to the market price of Motricity’s common stock. If the transfer restrictions are approved, they will remain in effect until our stockholders vote to terminate such restrictions or board of directors determines that an ownership change would not result in a substantial limitation on our ability to use our NOLs, that no significant value attributable to the NOLs would be preserved by continuing the transfer restrictions or that such restrictions are no longer in our best interests. Our board of directors is required to review and consider the necessity of the transfer restrictions at least once every three years from the Effective Date, or at any other time the board of directors reasonably determines it appropriate. In addition, our board of directors is required to submit the continued existence of the transfer restrictions for review by our stockholders at or within one year prior to December 31, 2015 and the last day of the calendar year of every third anniversary thereafter. We estimate that the latest date of expiration of the NOLs is 2032.

The IRS could challenge the Company’s position with respect to the Federal Tax Consequences of the Reorganization to Stockholders

If you own both common stock and Series J preferred stock in Motricity, the Company believes that the Reorganization should be treated as two separate exchanges governed by Section 351 of the Code (an exchange of your shares of Motricity common stock for shares of Mobile Systems Corp. common stock and an exchange of your shares of Motricity Series J preferred stock for shares of Mobile Systems Corp. Series J preferred stock) and that (a) the exchange of your shares of Motricity common stock for Mobile Systems Corp. common stock will be

40

Table of Contents

tax-free and the basis and the holding period that you had in your Motricity common stock will carry over to your Mobile Systems Corp. common stock, (b) the exchange of your Series J preferred stock for Mobile Systems Corp. Series J preferred stock will result in gain recognition to the extent of the lesser of the gain realized or the fair market value of the Mobile Systems Corp. Series J preferred stock received (to the extent that you realize a loss on the exchange, the loss will not be recognized since the exchange is governed by section 351 of the Code), and (c) you will receive a fair market value basis in your shares of Mobile Systems Corp. Series J preferred stock, and the holding period will commence on the day following the exchange. The IRS may challenge this position and assert that each share of Motricity common stock and Series J preferred stock is being exchanged for a combination of Mobile Systems Corp. common and Series J preferred stock in a proportion equal to the relative value of the of the Mobile Systems Corp. common and Series J preferred stock received. If an IRS challenge were successful, holders of common stock and Series J preferred stock with an ‘unrealized gain in their shares of common stock might have to recognize gain to the extent of the lesser of the gain realized or the proportionately allocable value of the Mobile Systems Corp. Series J preferred stock received, since the Series J preferred stock might be viewed as boot received in the exchange.

If you hold warrants, Series J preferred stock and common stock and exchange those warrants and shares for Mobile Systems Corp. common stock, Series J preferred stock, and warrants, the Company believes that the reorganization should be treated as three separate exchanges governed by Section 351 of the Code (an exchange of your shares of Motricity common stock for shares of Mobile Systems Corp. common stock, an exchange of your shares of Motricity Series J preferred stock for shares of Mobile Systems Corp. Series J preferred stock, and an exchange of your Motricity warrants for Mobile Systems Corp. warrants) and that (a) the exchange of your shares of Motricity common stock for Mobile Systems Corp. common stock will be tax-free and the basis and the holding period that you had in your Motricity common stock will carry over to your Mobile Systems Corp. common stock, (b) the exchange of your Series J preferred stock for Mobile Systems Corp. Series J preferred stock will result in gain recognition to the extent of the lesser of the gain realized or the fair market value of the Mobile Systems Corp. Series J preferred stock received (to the extent that you realize a loss on the exchange, the loss will not be recognized since the exchange is governed by section 351 of the Code), (c) you will receive a fair market value basis in your shares of Mobile Systems Corp. Series J preferred stock, and the holding period will commence on the day following the exchange, (d) the exchange of your warrants for Mobile Systems Corp. warrants will result in gain recognition to the extent of the lesser of the gain realized or the fair market value of the Mobile Systems Corp. Series J preferred stock received (to the extent that you realize a loss on the exchange, the loss will not be recognized since the exchange is governed by section 351 of the Code), and (e) you will receive a fair market value basis in your Mobile Systems Corp. warrants, and the holding period will commence on the day following the exchange.

However, the IRS may challenge the position and assert that each share of common stock, each share of Series J preferred stock and each warrant is being exchanged for a combination of Mobile Systems Corp. common stock, Series J preferred stock and warrants in a proportion equal to the relative value of the of the Mobile Systems Corp. common stock, Series J preferred stock and warrants received. If an IRS challenge were successful, holders of common stock with an unrealized gain in their common shares might have to recognize gain to the extent of the lesser of the gain realized or the proportionately allocable value of the Series J preferred stock and warrants received, since the preferred stock and warrants might be viewed as boot received in the exchange.

The transfer restrictions may impede or discourage efforts by a third party to acquire Mobile Systems Corp., even if doing so would benefit Mobile Systems Corp. stockholders.

Although the transfer restrictions are designed as a protective measure to preserve the NOLs, the transfer restrictions may have the effect of impeding or discouraging a merger, tender offer or proxy contest, even if such a transaction may be favorable to the interests of some or all of the stockholders of Mobile Systems Corp. This effect might prevent stockholders from realizing an opportunity to sell all or a portion of their shares of common stock of Mobile Systems Corp. at a premium above market prices. In addition, the transfer restrictions may delay

41

Table of Contents

the assumption of control by a holder of a large block of the common stock of Mobile Systems Corp. and the removal of incumbent directors and management, even if such removal may be beneficial to some or all of the stockholders of Mobile Systems Corp.

The transfer restrictions may not be enforceable, and an ownership change may occur with the result that the ability to use the NOLs could be severely limited.

The transfer restrictions could be challenged, and a court could refuse to enforce them. It also is possible that the United States Internal Revenue Service (the “IRS”) and other tax authorities could take the position that the transfer restrictions were not effective and did not protect the company from an ownership change for tax purposes.

Shares of common stock of Mobile Systems Corp. could be delisted from NASDAQ.

Even if the proposed Mobile Systems Corp. Reverse Stock Split is approved and consummated, the market price per share of the common stock of Mobile Systems Corp. may not rise in proportion to the Exchange Ratio. The market price per share of common stock of Mobile Systems Corp. may not remain in excess of the $1.00 minimum bid price as required by the NASDAQ Global Select Market, or Mobile Systems Corp. may not otherwise meet the additional requirements for continued listing on the NASDAQ Global Select Market. The market price of the common stock of Mobile Systems Corp. will also be based on Mobile Systems Corp.’s performance and other factors, some of which are unrelated to the number of shares outstanding. On June 14, 2012, Motricity received a letter from NASDAQ advising that for the previous 30 consecutive business days, the bid price of the Company’s 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). Pursuant to NASDAQ rules, we had until December 11, 2012 to regain compliance with the Minimum Bid Requirement. On December 13, 2012, we received a Delisting Notice from NASDAQ notifying the us that we have not regained compliance the Minimum Bid Requirement and, accordingly, will be delisted from the NASADAQ Global Select Market unless we request an appeal of the determination to delist our common stock, trading of our common stock will be suspended at the opening of business on December 24, 2012, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s common stock from listing on NASDAQ. If we file a request to appeal before 4:00 pm Eastern Time on December 20, 2012, delisting action will be stayed while the appeal is pending. We plan to request an appeal. There can be no assurances that an appeal will be successful.

Risks Related to the Mobile Systems Corp.’s Future use of NOLs

Future legislation may result in Mobile Systems Corp. being unable to realize the tax benefits of the NOLs.

It is possible that legislation or regulations will be adopted that would limit Mobile Systems Corp.’s ability to use the tax benefits associated with the NOLs. We are not aware, however, of any proposed changes in the tax laws or regulations that would materially affect the ability of Mobile Systems Corp. to use the NOLs.

Mobile Systems Corp. may not be able to make use of the existing tax benefits of the NOLs because Mobile Systems Corp. may not generate taxable income.

The use of the NOLs is subject to uncertainty because it is dependent upon the amount of taxable income and capital gains generated by Mobile Systems Corp. and its consolidated subsidiaries We have not, to date, generated taxable income on an annual basis, and there can be no assurance that Mobile Systems Corp. will have sufficient taxable income or capital gains in future years to use the NOLs before they expire.

42

Table of Contents

The IRS could challenge the amount of the NOLs or claim that the Company or Mobile Systems Corp. experienced an ownership change, which could reduce the amount of NOLs that Mobile Systems Corp. can use.

The amount of the NOLs has not been audited or otherwise validated by the IRS. The IRS could challenge the amount of the NOLs, which could result in an increase Mobile Systems Corp.’s future income tax liability. In addition, calculating whether an ownership change has occurred is subject to uncertainty, both because of the complexity and ambiguity of Section 382 and because of limitations on a publicly traded company’s knowledge as to the ownership of, and transactions in, its securities. Therefore, we cannot assure you that a governmental authority will not claim that the Company or Mobile Systems Corp. experienced an ownership change and attempt to reduce or eliminate the benefit of the NOLs even though the stock of Mobile Systems Corp. is subject to the transfer restrictions.

The Company’s business could be adversely affected if the Reorganization is not approved.

There are currently no restrictions in place that prohibit transfers of Motricity’s common stock that would jeopardize the NOLs. If the Reorganization is not approved, we will not have the ability to prohibit such transfers. As a result, an ownership change could occur. An ownership change could severely limit our ability to use the NOLs. Our ability to use the NOLs to reduce its future liability to pay federal income tax is an important aspect of our business strategy. If we are not able to implement measures intended to protect our NOLs by April 9, 2013, or if such an ownership change does occur, the repayment of our $20 million term loan may be accelerated and the holders of our $28 million of Series J preferred stock would have the right to redeem their shares. If the Reorganization is not approved and we are required to redeem the Series J preferred stock and repay our term loan, we may not have sufficient capital to do so or to continue normal operations and you could lose your entire investment.

The foregoing description of the Reorganization is qualified by reference to the Agreement and Plan of Reorganization filed as Appendix A hereto, which is incorporated herein by reference.

The affirmative vote majority of holders of our issued and outstanding common stock and issued and outstanding Series J preferred stock, voting together as a single class (with each share of common stock having one vote and each share of Series J preferred stock having 40 votes), is necessary to approve the Reorganization.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE REORGANIZATION.

43

Table of Contents

PROPOSAL NO. 2—PROPOSAL TO AUTHORIZE AMENDMENT OF MOBILE SYSTEMS CORP. CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT

Proposal No. 2 for the Annual Meeting is a proposal to authorize an amendment to the Mobile Systems Corp. certificate of incorporation to effect a reverse stock split of the outstanding shares of Mobile Systems Corp. common stock if the proposal to effect the Reorganization (Proposal No. 1) is approved, the Reorganization is consummated and the board of directors determines such Mobile Systems Reverse Split will increase the likelihood that the Mobile Systems Corp. common stock would maintain its listing on the NASDAQ Global Select Market.

Our board of directors has unanimously adopted resolutions approving a proposal to amend the Mobile Systems Corp. certificate of incorporation to effect a reverse stock split of all outstanding shares of Mobile Systems Corp. common stock at the Exchange Ratio. If this proposal is approved, the board of directors will retain the rights to abandon and not effect the Mobile Systems Reverse Split. However, if the board of directors determines to implement the Mobile Systems Reverse Split, it will become effective upon filing the amendment to the Mobile Systems Corp. certificate of incorporation with the Secretary of State of the State of Delaware or at such later date specified therein. The board of directors’ determination of when, if at all, to effect the split will be based upon many factors, including existing and expected marketability and liquidity of the common stock, prevailing market trends and conditions and the likely effect of the Mobile Systems Reverse Split on the market price of Mobile Systems Corp. common stock. If the Mobile Systems Reverse Split is implemented, the number of issued and outstanding shares of Mobile Systems Corp. common stock would be reduced in accordance with the Exchange Ratio.

If the proposed Reorganization contemplated by Proposal No. 1 of this prospectus/proxy statement is not approved or is approved but is otherwise not consummated, and as a result thereof Mobile Systems Corp. is not the parent company of Motricity and is not a public company, we would not implement the Mobile Systems Reverse Split contemplated by Proposal No. 2. In that event, our board of directors is seeking stockholder approval of the Mobile Systems Reverse Split so we have the flexibility to seek to maintain our NASDAQ listing in the event the proposed Reorganization is consummated.

The text of the form of amendment to the Mobile Systems Corp. certificate of incorporation, which would be filed with the Secretary of State of the State of Delaware to effect the Mobile Systems Reverse Split, is set forth in Appendix D to this prospectus/proxy statement.

Purpose of the Mobile Systems Corp. Reverse Stock Split

The purpose of the Mobile Systems Reverse Split is to increase the market price per share of the Mobile Systems Corp. common stock. If the Reorganization is consummated, Mobile Systems Corp.’s common stock will be listed on the NASDAQ Global Select Market. As we have previously disclosed, on June 14, 2012, we received a notice from NASDAQ advising us that for the previous 30 consecutive business days, the bid price of our shares had closed below the minimum $1.00 per share requirement for continued listing. This requirement applies to Motricity’s common stock and will also apply to Mobile Systems Corp. common stock if the Reorganization is approved. Pursuant to NASDAQ rules, we had until December 11, 2012 to regain compliance with the Minimum Bid Requirement. On December 13, 2012, we received a Delisting Notice from NASDAQ notifying the us that we have not regained compliance the Minimum Bid Requirement and, accordingly, that our common stock will be delisted from the NASADAQ Global Select Market. The Delisting Notice states that unless we request an appeal of the determination to delist our common stock, trading of our common stock will be suspended at the opening of business on December 24, 2012, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s common stock from listing on NASDAQ. If we file a request to appeal before 4:00 pm Eastern Time on December 20, 2012, delisting action will be stayed while the appeal is pending. We plan to request an appeal. There can be no assurances that an appeal will be successful. Therefore, if the Reorganization is approved and consummated, we are proposing to effect a the Mobile Systems Reverse Split

44

Table of Contents

such that shares of Mobile Systems Corp. common stock issued and outstanding prior to the Mobile Systems Reverse Split will be exchanged for shares of Mobile Systems Corp. common stock at the Exchange Ratio.

The closing sale price of the Motricity common stock on December 13, 2012 was $0.75 per share. The board of directors has considered the potential harm to the Company of a delisting from the NASDAQ Global Select Market and believes that fixing the Exchange Ratio at one for one for ten is necessary to help meet the NASDAQ Global Select Market’s minimum bid price listing standard and maintain its listing on the NASDAQ Global Select Market.

Material Effects of Fixing the Exchange Ratio at One for Ten

Following the effective date of the Mobile Systems Reverse Split, each holder of Mobile Systems Corp. common stock will own a reduced number of shares. However, the Mobile Systems Reverse Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interests, proportionate voting power or other rights, except to the extent that the Mobile Systems Reverse Split results in any of the stockholders owning a fractional share. In lieu of issuing fractional shares of common stock, Mobile Systems Corp. will directly pay each stockholder who would otherwise have been entitled to a fraction of a share an amount in cash equal to the closing sale price of the common stock, as quoted by NASDAQ on the date the Mobile Systems Reverse Split is effected, multiplied by the fractional share amount. The number of Mobile Systems Corp. stockholders of record will not be affected by the Mobile Systems Reverse Split, except to the extent that any Mobile Systems Corp. stockholder holds only a fractional share following the Mobile Systems Reverse Split and receives cash for such fractional share, as described herein.

The amendment to the Mobile Systems Corp. certificate of incorporation to effect the reverse stock split, in and of itself, will not change the number of authorized shares of Mobile Systems Corp. common stock. As a result, one of the effects of the Mobile Systems Reverse Split will be to effectively increase the proportion of authorized shares of Mobile Systems Corp. common stock which are unissued relative to those which are issued. This could result in Mobile Systems Corp. having the ability to issue more shares without further stockholder approval, unless required by NASDAQ to obtain stockholder approval. The increased proportion of unissued authorized shares to issued shares could be used by the Mobile Systems Corp. board of directors to make more difficult, and thereby discourage, delay or prevent, an attempt to acquire control of Mobile Systems Corp. For example, the shares could be privately placed with investors who might support the Mobile Systems Corp. board of directors in opposing a hostile takeover. The issuance of new shares also could be used to dilute the stock ownership and voting power of a third party seeking to effect a change in the composition of the board of directors or contemplating a tender offer or other transaction for the combination of Mobile Systems Corp. with another company. While the amendment to the Mobile Systems Corp. certificate of incorporation to effect a reverse stock split may have potential antitakeover effects, it is not prompted by any specific effort or takeover threat currently perceived by the Mobile Systems Corp. board of directors or management. Mobile Systems Corp. does not have any current plan, commitment, arrangement, understanding, or agreement, written or oral, to issue shares of Mobile Systems Corp. common stock, other than in connection with the Reorganization and to satisfy obligations under outstanding options and warrants to purchase shares of Mobile Systems Corp., each of which will be assumed by Mobile Systems Corp. in connection with the Reorganization (as more fully described elsewhere in this proxy statement/prospectus).

Effective Date

The reverse stock split will become effective on the date of filing of the certificate of amendment to the Mobile Systems Corp. certificate of incorporation with the office of the Secretary of State of the State of Delaware. Except as explained below with respect to fractional shares, on the effective date of the reverse stock split, shares of Mobile Systems Corp. common stock issued and outstanding immediately prior to such effective date will be combined and converted, automatically and without any action on the part of the Mobile Systems Corp. stockholders, into new shares of Mobile Systems Corp. common stock in accordance with the Exchange Ratio.

45

Table of Contents

Fractional Shares

Mobile Systems Corp. will not issue fractional shares in connection with the Mobile Systems Reverse Split. Instead, any fractional share will be paid in cash in an amount equal to the closing sale price of the common stock, as quoted by NASDAQ on the date the Mobile Systems Reverse Split is effected, multiplied by the fractional share amount.

Exchange of Stock Certificates

As soon as practicable following the effective date of the reverse stock split, Mobile Systems Corp. stockholders will be notified that the reverse stock split has been effected. Mobile Systems Corp.’s transfer agent will act as exchange agent for purposes of implementing the exchange of common stock certificates. Holders of pre-reverse stock split shares will be asked to surrender to the exchange agent common stock certificates representing pre-reverse stock split shares in exchange for common stock certificates representing post-reverse stock split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by the exchange agent. No new certificates will be issued to a Mobile Systems Corp. stockholder until such stockholder has surrendered such stockholder’s outstanding common stock certificate(s), together with the properly completed and executed letter of transmittal to the exchange agent. Mobile Systems Corp. stockholders should not destroy any Mobile Systems Corp. stock certificates and should not submit any such certificates until requested to do so.

Accounting Consequences

The par value per share of Mobile Systems Corp. common stock will remain unchanged at $0.001 per share following the Mobile Systems Reverse Split. As a result, on the effective date of the Mobile Systems Reverse Split, the stated capital on Mobile Systems Corp.’s balance sheet attributable to Mobile Systems Corp. common stock will be reduced proportionally, based on the Exchange Ratio, from its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share common stock net income or loss and net book value will be increased because there will be fewer shares of Mobile Systems Corp. common stock outstanding. Mobile Systems Corp. does not anticipate that any other accounting consequences will arise as a result of the Mobile Systems Reverse Split.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion summarizes the anticipated material U.S. federal income tax consequences of the reverse stock split. This summary is based upon current provisions of the Code, existing Treasury Regulations, and current administrative rulings and court decisions, all of which are subject to change and to differing interpretations, possibly with retroactive effect. Any such change could alter the tax consequences to Mobile Systems Corp. or the Mobile Systems Corp. stockholders, as described in this summary. This summary is not binding on the IRS, and there can be no assurance that the IRS (or a court, in the event of an IRS challenge) will agree with the conclusions stated herein. No ruling has been or will be requested from the IRS in connection with the reverse stock split.

This discussion is not intended to be a complete analysis or description of all potential U.S. federal income tax consequences of the reverse stock split. Moreover, this discussion does not address U.S. federal income tax consequences of the reverse stock split that may vary with individual circumstances. In addition, the discussion set forth below does not address any U.S. federal non-income tax or any state, local or foreign tax consequences of the reverse stock split and does not address the tax consequences of any transaction other than the reverse stock split.

The reverse stock split is expected to qualify as a “recapitalization” within the meaning of Section 368(a) of the Code. Assuming the reverse stock split so qualifies, the following consequences will result:

46

Table of Contents

Mobile Systems Corp. stockholders are advised and expected to consult their own tax advisors regarding the U.S. federal income tax consequences of the reverse stock split in light of their personal circumstances and the consequences of the reverse stock split under U.S. federal non-income tax laws and state, local, and foreign tax laws.

No Appraisal Rights

Under Delaware law, Mobile Systems Corp. stockholders are not entitled to appraisal rights with respect to the proposed amendment to the Mobile Systems Corp. certificate of incorporation to effect the reverse stock split and Mobile Systems Corp. will not independently provide the Mobile Systems Corp. stockholders with any such rights.

The affirmative vote of the holders of a majority of the shares of common stock issued and outstanding will be required to approve the Mobile Systems Reverse Split. Holders of shares of Series J preferred stock are not entitled to vote on Proposal 2.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 2.

47

Table of Contents

PROPOSAL NO. 3—PROPOSAL TO AUTHORIZE AMENDMENT OF MOTRICITY’S RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT IN THE EVENT THE REORGANIZATION IS NOT CONSUMMATED

Proposal No. 3 for the Annual Meeting is a proposal to authorize an amendment to the Motricity restated certificate of incorporation to effect a reverse stock split of our outstanding shares of common stock if the proposal to effect the Reorganization (Proposal No. 1) is not approved or if it is approved but otherwise not consummated, and the board of directors determines such Motricity Reverse Split will increase the likelihood that our common stock would maintain its listing on the NASDAQ Global Select Market.

Our board of directors has unanimously adopted resolutions approving a proposal to amend the Motricity restated certificate of incorporation to effect a reverse stock split of all our outstanding shares of common stock at the Exchange Ratio. If this proposal is approved, the board of directors may decide not to effect the Motricity Reverse Split. However, if the board of directors determines to implement the Motricity Reverse Split, it will become effective upon filing the amendment to the Motricity restated certificate of incorporation with the Secretary of State of the State of Delaware or at such later date specified therein. The board of directors’ determination of when, if at all, to effect the split will be based upon many factors, including existing and expected marketability and liquidity of the common stock, prevailing market trends and conditions and the likely effect of the Motricity Reverse Split on the market price of our common stock. If the Motricity Reverse Split is implemented, the number of issued and outstanding shares of Mobile Systems Corp. common stock would be reduced in accordance with the Exchange Ratio.

If the proposed Reorganization contemplated by Proposal No. 1 of this prospectus/proxy statement is approved and consummated, and as a result thereof Motricity becomes a wholly owned subsidiary of Mobile Systems Corp. whose stock is not publicly traded, we would not implement the Motricity Reverse Split contemplated by Proposal No. 3. Our board of directors is seeking stockholder approval of the Motricity Reverse Split so we have the flexibility to seek to maintain our NASDAQ listing if the proposed Reorganization is not consummated.

The text of the form of amendment to the Motricity restated certificate of incorporation, which would be filed with the Secretary of State of the State of Delaware to effect the Motricity Reverse Split, is set forth in Appendix E to this prospectus/proxy statement.

Purpose of the Motricity Reverse Stock Split

The purpose of the Motricity Reverse Split is to increase the market price per share of our common stock. As we have previously disclosed, on June 14, 2012, we received a notice from NASDAQ advising us that for the previous 30 consecutive business days, the bid price of our shares had closed below the minimum $1.00 per share requirement for continued listing. Pursuant to NASDAQ rules, we had until December 11, 2012 to regain compliance with the Minimum Bid Requirement. On December 13, 2012, we received a Delisting Notice from NASDAQ notifying the us that we have not regained compliance the Minimum Bid Requirement and, accordingly, that our common stock will be delisted from the NASADAQ Global Select Market. The Delisting Notice states that unless we request an appeal of the determination to delist our common stock, trading of our common stock will be suspended at the opening of business on December 24, 2012, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s common stock from listing on NASDAQ. If we file a request to appeal before 4:00 pm Eastern Time on December 20, 2012, delisting action will be stayed while the appeal is pending. We plan to request an appeal. There can be no assurances that an appeal will be successful. Therefore, if the Reorganization is not approved and or is approved but not consummated, we are proposing to effect the Motricity Reverse Split such that shares of common stock issued and outstanding prior to the Motricity Reverse Split will be exchanged for shares of our common stock at the Exchange Ratio.

The closing sale price of the Motricity common stock on December 13, 2012 was $0.75 per share. The board of directors has considered the potential harm to the Company of a delisting from the NASDAQ Global Select

48

Table of Contents

Market and believes that fixing the Exchange Ratio at one for ten is necessary to help us gain compliance with the NASDAQ Global Select Market’s minimum bid price listing standard and maintain its listing on the NASDAQ Global Select Market.

Material Effects of Fixing the Exchange Ratio at One for Ten

Following the effective date of the Motricity Reverse Split, each holder of Motricity common stock will own a reduced number of shares. However, the Motricity Reverse Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interests, proportionate voting power or other rights, except to the extent that the Motricity Reverse Split results in any of the stockholders owning a fractional share. In lieu of issuing fractional shares of common stock, Motricity will directly pay each stockholder who would otherwise have been entitled to a fraction of a share an amount in cash equal to the closing sale price of the common stock, as quoted by NASDAQ on the date the Motricity Reverse Split is effected, multiplied by the fractional share amount. The number of Motricity stockholders of record will not be affected by the Motricity Reverse Split, except to the extent that any Motricity stockholder holds only a fractional share following the Motricity Reverse Split and receives cash for such fractional share, as described herein.

The amendment to the Motricity certificate of incorporation to effect the reverse stock split, in and of itself, will not change the number of authorized shares of Motricity common stock. As a result, one of the effects of the Motricity Reverse Split will be to effectively increase the proportion of authorized shares of Motricity common stock which are unissued relative to those which are issued. This could result in Motricity having the ability to issue more shares without further stockholder approval, unless required by NASDAQ to obtain stockholder approval. The increased proportion of unissued authorized shares to issued shares could be used by the Motricity board of directors to make more difficult, and thereby discourage, delay or prevent, an attempt to acquire control of Motricity. For example, the shares could be privately placed with investors who might support the Motricity board of directors in opposing a hostile takeover. The issuance of new shares also could be used to dilute the stock ownership and voting power of a third party seeking to effect a change in the composition of the board of directors or contemplating a tender offer or other transaction for the combination of Motricity with another company. While the amendment to the Motricity certificate of incorporation to effect a reverse stock split may have potential antitakeover effects, it is not prompted by any specific effort or takeover threat currently perceived by the Motricity board of directors or management. Motricity does not have any current plan, commitment, arrangement, understanding, or agreement, written or oral, to issue shares of Motricity common stock, other than in connection with obligations under outstanding options and warrants to purchase shares of Motricity.

Effective Date

The reverse stock split will become effective on the date of filing of the certificate of amendment to the Motricity certificate of incorporation with the office of the Secretary of State of the State of Delaware. Except as explained below with respect to fractional shares, on the effective date of the reverse stock split, shares of Motricity common stock issued and outstanding immediately prior to such effective date will be combined and converted, automatically and without any action on the part of the Motricity stockholders, into new shares of Motricity common stock in accordance with the Exchange Ratio.

Fractional Shares

Motricity will not issue fractional shares in connection with the Motricity Reverse Split. Instead, any fractional share will be paid in cash in an amount equal to the closing sale price of the common stock, as quoted by NASDAQ on the date the Motricity is effected, multiplied by the fractional share amount.

Exchange of Stock Certificates

As soon as practicable following the effective date of the reverse stock split, Motricity stockholders will be notified that the reverse stock split has been effected. Motricity transfer agent will act as exchange agent for

49

Table of Contents

purposes of implementing the exchange of common stock certificates. Holders of pre-reverse stock split shares will be asked to surrender to the exchange agent common stock certificates representing pre-reverse stock split shares in exchange for certificates representing post-reverse stock split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by the exchange agent. No new certificates will be issued to a Motricity stockholder until such stockholder has surrendered such stockholder’s outstanding common stock certificate(s), together with the properly completed and executed letter of transmittal to the exchange agent. Motricity stockholders should not destroy any Motricity stock certificates and should not submit any such certificates until requested to do so.

Accounting Consequences

The par value per share of Motricity common stock will remain unchanged at $0.001 per share following the Motricity Reverse Split. As a result, on the effective date of the Motricity Reverse Split, the stated capital on Motricity balance sheet attributable to Motricity common stock will be reduced proportionally, based on the Exchange Ratio, from its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share common stock net income or loss and net book value will be increased because there will be fewer shares of Motricity common stock outstanding. Motricity does not anticipate that any other accounting consequences will arise as a result of the Motricity Reverse Split.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion summarizes the anticipated material U.S. federal income tax consequences of the reverse stock split. This summary is based upon current provisions of the Code, existing Treasury Regulations, and current administrative rulings and court decisions, all of which are subject to change and to differing interpretations, possibly with retroactive effect. Any such change could alter the tax consequences to Motricity or the Motricity stockholders, as described in this summary. This summary is not binding on the IRS, and there can be no assurance that the IRS (or a court, in the event of an IRS challenge) will agree with the conclusions stated herein. No ruling has been or will be requested from the IRS in connection with the reverse stock split.

This discussion is not intended to be a complete analysis or description of all potential U.S. federal income tax consequences of the reverse stock split. Moreover, this discussion does not address U.S. federal income tax consequences of the reverse stock split that may vary with individual circumstances. In addition, the discussion set forth below does not address any U.S. federal non-income tax or any state, local or foreign tax consequences of the reverse stock split and does not address the tax consequences of any transaction other than the reverse stock split.

The reverse stock split is expected to qualify as a “recapitalization” within the meaning of Section 368(a) of the Code. Assuming the reverse stock split so qualifies, the following consequences will result:

Motricity stockholders are advised and expected to consult their own tax advisors regarding the U.S. federal income tax consequences of the reverse stock split in light of their personal circumstances and the consequences of the reverse stock split under U.S. federal non-income tax laws and state, local, and foreign tax laws.

50

Table of Contents

No Appraisal Rights

Under Delaware law, Motricity stockholders are not entitled to appraisal rights with respect to the proposed amendment to the Motricity certificate of incorporation to effect the reverse stock split and Motricity will not independently provide the Motricity stockholders with any such rights.

The affirmative vote of the holders of a majority of the shares of common stock issued and outstanding will be required to approve the Motricity Reverse Split. Holders of shares of Series J preferred stock are not entitled to vote on Proposal 3.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 3.

51

Table of Contents

PROPOSAL NO. 4—PROPOSAL TO CHANGE THE NAME OF THE COMPANY FROM MOTRICITY, INC. TO MOBILE SYSTEMS CORP. IF THE REORGANIZATION IS NOT CONSUMMATED

Motricity’s stockholders will also consider at the Annual Meeting a proposal to approve an amendment to Motricity’s Restated Certificate of Incorporation to change Motricity’s name to Mobile Systems Corp., if the Reorganization is not approved or is approved but not consummated. The Company has been taking steps to improve brand recognition for its three lines of business, using the name “Motricity” in its carrier business, the name “Serrano” in its enterprise business and the name “Voltari” in its media business. Limiting the use of the name “Motricity” to the carrier business and not as the name of the combined enterprise is intended to help strengthen brand recognition.

If the Name Change is approved, and the Reorganization is either not approved or approved but not consummated, the proposed amendment to our Restated Certificate of Incorporation would amend Article I of our Restated Certificate of Incorporation in its entirety and is anticipated to be adopted as follows: “The name of this corporation is Mobile Systems Corp.”

The Name Change will become effective upon the filing of a certificate of amendment with the Secretary of State of the State of Delaware. If this proposal is not approved by the stockholders, the name of the corporation will remain Motricity, Inc. Further, if the Reorganization is approved and consummated, the name of the corporation will change in connection therewith and this proposal will no longer be relevant.

The change of our corporate name to Mobile Systems Corp. will not by itself affect in any way the validity of currently outstanding stock certificates or the trading of our securities. Our stockholders will not be required to surrender or exchange any of our stock certificates that they currently hold. Stockholders with certificated shares may continue to hold their existing certificates or receive new certificates reflecting the name change upon tendering their old certificates to our transfer agent.

If the stockholders approve the Name Change, or the Reorganization is approved and consummated, we also intend to apply for a change to our NASDAQ ticker symbol.

The affirmative vote majority of holders of our issued and outstanding common stock and issued and outstanding Series J preferred stock, voting together as a single class (with each share of common stock having one vote and each share of Series J preferred stock having 40 votes), is necessary to approve the Name Change.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 4.

52

Table of Contents

PROPOSAL 5—ELECTION OF DIRECTORS

The board of directors of the Company is currently composed of five members. There is no limit to the number of terms a director may serve and the term of office of each person elected as a director will continue until the next Annual Meeting of stockholders or until a successor has been duly elected and qualified. The board of directors has approved the nomination of Messrs. Firestone, Gary, Icahn, Nelson and Lewis for election and the five nominees have indicated a willingness to serve. A plurality of the shares of common stock present and voting at the Annual Meeting is necessary to elect the nominees for director. Holders of shares of Series J preferred stock are not entitled to vote on Proposal 5. Lady Barbara Judge has chosen not to stand for reelection to the board of directors.

The persons named as proxy in the enclosed form of proxy will vote the proxies received by them for the election of Messrs. Firestone, Gary, Icahn, Nelson and Lewis unless otherwise directed. In the event that any of the nominees become unavailable for election at the Annual Meeting, the persons named as proxy in the enclosed form of proxy may vote for a substitute nominee in their discretion as recommended by the board of directors.

The following table sets forth the name, age and position of each director nominee who, if elected, will serve on the board of directors until the next annual meeting of stockholders:

The biographies of our nominees for director are as follows:

James L. Nelson has served as one of our directors since June 2011 and as chairman of the board since January 2012. Since April 2010, Mr. Nelson has served as a director of Take-Two Interactive Software, Inc., a publisher, developer, and distributor of video games and video game peripherals. Since March 2010, Mr. Nelson has served as a director of Tropicana Entertainment Inc. From May 2005 until November 2007, Mr. Nelson served as a director of Atlantic Coast Entertainment Holdings, Inc. Since December 2003, Mr. Nelson has served as a director of American Entertainment Properties Corp. From April 2003 through April 2010, Mr. Nelson served as a director of Viskase Companies, Inc., a producer of nonedible cellulose casings and nettings. Since June 2001, Mr. Nelson has also served as a director of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P. With respect to each company mentioned above, Mr. Carl C. Icahn, directly or indirectly, either (i) controls such company or (ii) has an interest in such company through the ownership of securities. From 1986 until 2009, Mr. Nelson was Chairman and Chief Executive Officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company. From March 1998 through 2003, Mr. Nelson was Chairman and Chief Executive Officer of Orbit Aviation, Inc., a company engaged in the acquisition and completion of Boeing Business Jets for private and corporate clients. From August 1995 until July 1999, Mr. Nelson was Chief Executive Officer and Co-Chairman of Orbitex Management, Inc., a financial services company in the mutual fund sector. From August 1995 until March 2001, he was on the board of Orbitex Financial Services Group, a provider of financial services. From January 2008 through June 2008, Mr. Nelson served as a director of Shuffle Master, Inc., a gaming manufacturing company. From March 2008 until March

53

Table of Contents

2010, Mr. Nelson was a director of Pacific Energy Resources Ltd., an energy producer. Since April 2008, Mr. Nelson has served as a director of the board of directors of Cequel Communications, an owner and operator of a large cable television system. Because of Mr. Nelson’s experience as the chief executive officer of multiple companies, as well as his previous service as director of several other publicly reporting companies, he is able to provide the board of directors with the perspective of an experienced executive officer and is able to give insight related to the management and operations of a publicly traded company.

Jay A. Firestone has served as one of our directors since July 2011. Since 2006, Mr. Firestone has served as Chairman and Chief Executive Officer at Prodigy Pictures Inc., a leader in the production of quality film, television and cross-platform media. Previously, Mr. Firestone established Fireworks Entertainment in 1996 to produce, distribute and finance television programs and feature films. In 1998, Fireworks Entertainment was acquired by CanWest Global Communications Corporation and Mr. Firestone was named Chairman and Chief Executive Officer and oversaw the company’s Los Angeles and London based television operations as well as its Los Angeles feature film division, Fireworks Pictures. In addition, Mr. Firestone oversaw the company’s interest in New York based IDP Distribution, an independent distribution and marketing company formed by Fireworks in 2000 as a joint venture with Samuel Goldwyn Films and Stratosphere Entertainment. Mr. Firestone has served on the board of directors for the Academy of Canadian Cinema and Television and the Academy of Television Arts and Sciences International Council in Los Angeles. Mr. Firestone has led two successful initial public offerings and in 1998, was nominated for entrepreneur of the year. Mr. Firestone has extensive experience in dealing with financial reporting, which, in addition to his service on another board, enables him to advise our board on a range of matters including financial matters.

Hunter C. Gary has served as one of our directors since 2007. Mr. Gary has served as Senior Vice President of Icahn Enterprises L.P. (a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, gaming, railcar, food packaging, metals, real estate and home fashion) since November 2010. Prior to that time, Mr. Gary has been employed by Icahn Associates Corporation, an affiliate of Icahn Enterprises L.P., in various roles since June 2003, most recently as the Chief Operating Officer of Icahn Sourcing LLC. From 1997 to 2002, Mr. Gary worked at Kaufhof Warenhaus AG, a subsidiary of the Metro Group AG, most recently as a Managing Director. Mr. Gary has been a director of: Federal-Mogul Corporation, a supplier of automotive powertrain and safety components, since October 2012; Viskase Companies Inc., a meat casing company, since August 2012; PSC Metals Inc., a metal recycling company, since May 2012; XO Holdings, a competitive provider of telecom services, since September 2011; Tropicana Entertainment Inc., a company that is primarily engaged in the business of owning and operating casinos and resorts, since March 2010; Tropicana Entertainment Cayman Holdings Co. Ltd. since January 2011; American Railcar Industries, Inc., a railcar manufacturing company, since January 2008; and WestPoint Home LLC, a home textiles manufacturer, since June 2007. Federal-Mogul, Viskase Companies, PSC Metals, XO Holdings, Tropicana Entertainment, American Railcar Industries and WestPoint Home each are indirectly controlled by Carl C. Icahn. Mr. Icahn also has a non–controlling interest in Motricity through the ownership of securities. Mr. Gary is married to Mr. Carl Icahn’s wife’s daughter. Mr. Gary received his B.S. with senior honors from Georgetown University as well as a certificate of executive development from Columbia Graduate School of Business. Mr. Gary has extensive experience in dealing with operations matters for a variety of companies which, in addition to his service on other boards, enables him to advise our board on a range of matters including operations and oversight.

Brett M. Icahn has served as one of our directors since January 2010. Brett Icahn is currently responsible for co-executing a small/mid-cap investment strategy across all industries as a Portfolio Manager of the Sargon Portfolio for Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds. Prior to April 2010, Mr. Icahn served as an investment analyst for Icahn Capital LP and in a variety of investment advisory roles for Carl Icahn since 2002. Mr. Icahn has been a director of: The Hain Celestial Group, Inc., a natural and organic products company, since July 2010; Take-Two Interactive Software Inc., a publisher of interactive entertainment products, since April 2010; Cadus Corporation, a company engaged in the ownership and licensing of yeast-based drug discovery technologies, since January 2010; and American Railcar Industries, Inc., a railcar manufacturing company, since January 2007. Mr. Icahn was previously a director of HowStuffWorks.com, an

54

Table of Contents

internet website, from November 2006 until its acquisition by Discovery Communication in December 2007. American Railcar Industries is indirectly controlled by Carl C. Icahn. Mr. Icahn also has or previously had a non–controlling interest in Hain Celestial, Take-Two Interactive Software, Cadus, Motricity and HowStuffWorks.com through the ownership of securities. Brett Icahn is Carl Icahn’s son. Mr. Icahn received a B.A. from Princeton University. Mr. Brett M. Icahn has experience with technology companies, both as a board member and as a founder. In addition, his experience as a portfolio manager and an investment analyst provides him with strong skills in dealing with financial matters.

Kevin Lewis has served as the Chief Marketing Officer of Blockbuster LLC, a video rental retail chain which is a current subsidiary of Dish Network Corp., since 2011. From 2009 until 2011, Mr. Lewis was employed by Blockbuster Inc. as the Senior Vice President of Digital Entertainment. Blockbuster Inc. voluntarily filed for Chapter 11 bankruptcy protection in September 2010 and subsequently emerged from bankruptcy in March 2011 via a sale of the company to Dish Network Corp. Mr. Lewis was employed by subsidiaries of Koninklijke Philips Electronics, an industrial conglomerate which engages in the healthcare, consumer lifestyle and lighting product business worldwide, as the Chief of Strategy and New Business for Philips Consumer Lifestyle from 2007 until 2009 and the Chief of Strategy and Vice-President, Business Development for Philips Consumer Electronics from 2004 until 2007. From 1993 until 2004, Mr. Lewis was a Manager at Boston Consulting Group, a management consulting company. Mr. Lewis received his B.A. in international relations from Stanford University and an MBA, with distinction, from INSEAD. Mr. Lewis’s management and corporate development experience and his experience with the development, implementation and sale of products relying on emerging digital technology will enable him to provide insight and advice as we develop our plans to grow the Company’s business.

Director Independence

The board of directors has determined that each director is an independent director, as such term is defined in the corporate governance rules of the NASDAQ Stock Market, constituting a majority of independent directors on our board of directors as required by the NASDAQ Stock Market rules. In considering independence, the board of directors considered, in addition to relationships disclosed under “Certain Relationships, Related Transactions and Director Independence,” (i) Mr. Gary’s relationships with entities controlled by Mr. Carl C. Icahn described under “Directors and Executive Officers” and that Mr. Gary is married to Mr. Carl C. Icahn’s wife’s daughter, and (ii) Mr. Brett Icahn’s relationships with entities controlled by Mr. Carl C. Icahn described under “Directors and Executive Officers” and that Mr. Brett Icahn is the son of Mr. Carl C. Icahn.

Composition of Our Board

Pursuant to our restated certificate of incorporation and the certificate of incorporation of Mobile Systems Corp. in the event the Reorganization is approved, the office of President and/or Chief Executive Officer, on the one hand, and the position of the chairperson of the board of directors, on the other hand, generally cannot be held by the same person. However, upon the death, resignation or termination of the chairperson, President and/or Chief Executive Officer, our board of directors has the ability to combine these positions for a limited period of time in order to allow our board of directors time to select a successor.

Risk Oversight

Our board of directors is responsible for overseeing the Company’s risk management process. The board of directors focuses on the Company’s general risk management strategy, the most significant risks facing the Company, and ensures that appropriate risk mitigation strategies are implemented by management. The board of directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters.

The board of directors has delegated to the Audit Committee oversight of certain aspects of the Company’s risk management process. Among its duties, the Audit Committee will periodically review and discuss with management the Company’s major risk exposures with respect to the Company’s accounting and financial reporting policies and procedures and the measures management has taken to monitor, measure and control such exposures and elicit recommendations for the improvement of the Company’s risk assessment and mitigation

55

Table of Contents

procedures. Our other board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full board as appropriate, including when a matter rises to the level of a material risk. The Company’s management is responsible for day-to-day risk management.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that our board leadership structure supports this approach.

Meetings of the board of directors and its Committees

The Board met 17 times during the fiscal year ended December 31, 2011 and each of our directors attended at least 75 percent of the total number of meetings of the Board and all committees of the Board on which he or she served. During fiscal 2011, the independent directors of the Board met in executive session during each of the Board’s quarterly regular meetings and at such other Board and committee meetings as the independent directors elected.

The board of directors has a standing Audit Committee, Compensation Committee, Governance and Nominating Committee and Strategic Alternatives Committee. The Board is composed entirely of “independent” directors, as such term is defined in the NASDAQ Stock Market Rules. In addition, the Audit Committee is composed entirely of “independent” directors as such term is defined in Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended.

The board of directors has adopted a charter for each of the three standing committees (other than the strategic alternatives committee) that addresses the make-up and functioning of such committee. The board of directors has also adopted corporate governance guidelines, a code of business conduct that applies to all of our employees, officers and directors and a code of ethics (included in the code of business conduct) that applies specifically to senior financial officers. The charters for each of the three standing committees, the corporate governance guidelines, and the code of business conduct, are all publicly available on our website at www.motricity.com.

Audit Committee

Our board of directors has established a standing Audit Committee. The Audit Committee consists of three members: Jay A. Firestone, Hunter C. Gary and Brett M. Icahn, each of whom is a non-employee member of our board of directors. Mr. Firestone is the chairperson of our Audit Committee. Our board of directors has affirmatively determined that Mr. Firestone, Mr. Gary and Mr. Icahn meet the definition of “independent directors” for purposes of serving on an audit committee under applicable SEC and the NASDAQ Stock Market rules. In addition, Mr. Firestone qualifies as our “audit committee financial expert.” A copy of our Audit Committee Charter can be found on our corporate website at www.motricity.com.

The Audit Committee met 11 times during the fiscal year 2011.

Audit Committee Report

In connection with the issuance of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 the audit committee:

56

Table of Contents

Based on the review and discussions referred to in paragraphs numbered (1)—(3) above, the audit committee recommended to our board of directors that the audited financial statements as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, for filing with the Securities and Exchange Commission.

Respectfully Submitted by the

Audit Committee:

Jay A. Firestone, Chairperson

Hunter C. Gary

Brett M. Icahn

Governance and Nominating Committee and Recommendations of Director Candidates

Our board of directors has established a Governance and Nominating Committee. The Governance and Nominating Committee consists of three members: Mr. Gary, Lady Judge and Mr. Icahn, each of whom is a non-employee member of our board of directors. Mr. Gary is the chairperson of our Governance and Nominating Committee. Our board of directors has affirmatively determined that Mr. Gary, Lady Judge and Mr. Icahn meet the definition of independent directors for purposes of serving on a governance and nominating committee under applicable SEC and the NASDAQ Stock Market rules.

In evaluating potential candidates for director, the Governance and Nominating Committee annually reviews and assesses the appropriate and desirable mix of characteristics, skills (including risk assessment skills), expertise and experience for the full Board and each committee, taking into account both current directors and all nominees for election as directors, as well as any diversity objectives and considerations. The Governance and Nominating Committee will consider stockholder recommendations for candidates for the Board using the same criteria.

The Governance and Nominating Committee met 4 times during fiscal year 2011.

The Governance and Nominating Committee considers nominees for election or appointment to our board of directors that are recommended by stockholders. Such recommendations should be submitted in writing to the attention of the Governance and Nominating Committee, c/o Corporate Secretary, Motricity, Inc., 601 108th Avenue Northeast, Suite 900, Bellevue, Washington 98004.

Compensation Committee

Our board of directors has established a Compensation Committee. The Compensation Committee consists of three members: Mr. Gary, Lady Judge and Mr. Nelson, each of whom is a non-employee member of our board of directors. Mr. Gary is the chairperson of our Compensation Committee. Our board of directors has affirmatively determined that Mr. Gary, Lady Judge and Mr. Nelson meet the definition of “independent directors” for purposes of serving on a compensation committee under applicable SEC and the NASDAQ Stock Market rules.

The Compensation Committee met 10 times during fiscal 2011.

Compensation Committee Interlocks and Insider Participation

Mr. Gary, Lady Judge and Mr. Nelson served as members of our Compensation Committee in the last fiscal year and currently serve as members of our Compensation Committee. None of them is or has at any time been one of our officers or employees. None of our executive officers serves as a member of the Compensation Committee or board of directors of any other entity that has an executive officer serving as a member of our board of directors or Compensation Committee.

57

Table of Contents

For additional information regarding Mr. Gary, Lady Judge and Mr. Nelson see the following sections of this Proxy Statement: “Certain Relationships and Related Party Transactions” and “Proposal 5—Election of Directors.”

For further information about our processes and procedures for the consideration and determination of executive and director compensation, please see “Executive Compensation—Compensation Discussion and Analysis,” below.

Strategic Alternatives Committee

Our board of directors has established a Strategic Alternatives Committee to evaluate possible strategic options, including a spin-off, sale or other transaction involving our carrier business and mobile media and enterprise business. The Strategic Alternatives Committee consists of three members: Mr. Nelson, Mr. Firestone and Mr. Icahn, each of whom is a non-employee member of our board of directors. Mr. Nelson is the chairperson of our Strategic Alternatives Committee.

The Strategic Alternatives Committee met 8 times during fiscal 2011.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other of our equity securities. Specific due dates for these reports have been established, and we are required to disclose any failure to file by these dates during fiscal year 2011. Our officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and representations that no other reports were required, during the fiscal year 2011, other than one filing by Mr. Smith, our former President and interim Chief Executive Officer, in connection with the vesting of some of his restricted stock, which was filed late, we complied with all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners.

Code of Ethics

We have a Code of Business Conduct and Ethics, which applies to all employees, officers and directors of Motricity and its direct and indirect subsidiaries. Our Code of Business Conduct and Ethics meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, and applies to our Chief Executive Officer, Chief Financial Officer (who is both our principal financial and principal accounting officer), as well as all other employees. Our Code of Business Conduct and Ethics is posted on our website at www.motricity.com in the “Corporate Governance” section of our Investor Relations home page.

Attendance by Directors at the Annual Meeting of Stockholders

Our board of directors has scheduled a Board meeting in conjunction with the Annual Meeting. Our directors are encouraged to attend the Annual Meeting of stockholders on January 29, 2013.

A plurality of the shares of common stock present and voting at the Annual Meeting is required to elect the nominees for directors. Holders of shares of Series J preferred stock are not, in that capacity, entitled to vote on this Proposal 5.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF MESSRS. FIRESTONE, GARY, ICAHN, NELSON AND LEWIS.

58

Table of Contents

PROPOSAL 6—RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITOR

The Audit Committee of our board of directors has selected Grant Thornton as independent registered public accounting firm for the fiscal year ending December 31, 2012 and has further directed that management submit the selection of the independent auditor for ratification by the stockholders at the Annual Meeting. A proposal to ratify the appointment of Grant Thornton will be presented at the Annual Meeting.

Our Audit Committee Charter requires stockholder ratification of the selection of Grant Thornton as our independent auditor for the fiscal year ending December 31, 2012. If the stockholders fail to ratify the selection, the Audit Committee will reconsider its selection of that firm.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of Grant Thornton.

Audit Fees

During the years ended December 31, 2011 and 2010, we incurred fees and related expenses for professional services rendered by Grant Thornton LLP and PricewaterhouseCoopers LLP relating to the audit and review of the financial statements of the respective years totaling approximately $0.52 million and $1.63 million, respectively. “Audit Fees” included fees for professional services and expenses relating to the reviews of our quarterly financial statements for the quarters ended June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011 and September 30, 2011 and our Quarterly Reports on Form 10-Q and the audit of our annual financial statements and our Annual Reports on Form 10-K for the fiscal years 2011 and 2010. “Audit Fees” for the year ended December 31, 2010, also include fees relating to the procedures relating to our Form S-1 and Form S-8 filings with the U.S. Securities and Exchange Commission. “Audit Fees” for the year ended December 31, 2011 also include fees relating to the procedures relating to our Forms S-1 and S-3 filings.

Audit-Related Fees

None.

Tax Fees

None.

All Other Fees

None.

Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures for the pre-approval of audit and non-audit services rendered by our independent auditor. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of our Audit Committee’s approval of the scope of the engagement of the independent auditor. All audit-related and tax services for fiscal years 2011 and 2010 by PricewaterhouseCoopers and Grant Thornton were pre-approved by the Audit Committee of the Company.

The Audit Committee has determined that the rendering of the services, other than the audit services, by Grant Thornton, is compatible with maintaining the principal accountant’s independence.

59

Table of Contents

Representatives of Grant Thornton will be in attendance at the Annual Meeting in person and will have an opportunity to make a statement if they so desire. The representatives will also be available to respond to appropriate questions.

The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of Grant Thornton as our independent registered public accounting firm. Holders of shares of Series J preferred stock are not entitled to vote on this Proposal 6.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 6.

60

Table of Contents

PROPOSAL 7—ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT UNDER “EXECUTIVE COMPENSATION”

As required by Section 14A of the Exchange Act of 1934, the Company is providing its stockholders with the opportunity to cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis (beginning on page 62), the compensation tables (beginning on page 78), and any related information contained in this proxy statement under “Executive Compensation.”

The board of directors believes that the Company’s compensation policies and procedures are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of stockholders. You are urged to read the “Executive Compensation” section of this proxy statement/prospectus for additional details on the Company’s executive compensation, including the Company’s philosophy and objectives and the 2011 compensation of the named executive officers.

The Company believes that the information regarding named executive officer compensation as disclosed within the “Executive Compensation” section of this proxy statement demonstrates that the Company’s executive compensation program was designed appropriately and structured to ensure a strong alignment with the long-term interests of the Company’s stockholders. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers, as described in this proxy statement. Accordingly, the Company will ask the Company’s stockholders to vote “FOR” the following resolution:

“ RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed under “Executive Compensation” pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure, is hereby APPROVED .”

This vote is advisory and therefore, it will not be binding on the Company, the Compensation Committee or the Company’s board of directors, nor will it overrule any prior decision or require the board of directors or the Compensation Committee to take any action. However, the Compensation Committee and the Company’s board of directors value the opinions of the Company’s stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement/prospectus, the Compensation Committee and the Company’s board of directors will consider stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to approve, on an advisory basis, the compensation of our named executive officers. Holders of shares of Series J preferred stock are not entitled to vote on this Proposal 7.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 7.

61

Table of Contents