NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF SHARES OF COMMON STOCK
of
Motive, Inc.
PURSUANT TO THE OFFER TO PURCHASE DATED JULY 16, 2008
by
Magic Acquisition Subsidiary Inc.
a wholly owned subsidiary
of
Lucent Technologies Inc.
a wholly owned subsidiary
of
Alcatel Lucent
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF TUESDAY, AUGUST 12, 2008, UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or one substantially equivalent to this Notice of Guaranteed Delivery, must be used to accept the Offer (as defined below) if certificates for Shares (as defined below) are not immediately available or the certificates for Shares and all other required documents cannot be delivered to Mellon Investor Services LLC (the “Depositary”) on or prior to the Expiration Date (as defined in the Offer to Purchase) or if the procedure for delivery by book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach the Depositary before the Expiration Date. This instrument may be delivered by hand or transmitted by facsimile transmission or mailed to the Depositary. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” in the Offer to Purchase.
The Depositary for the Offer is:
Mellon Investor Services LLC
By Mail: Mellon Investor Services LLC Attn: Corporate Action Dept., 27th Floor P.O. Box 3301 South Hackensack, NJ 07606 | By Facsimile Transmission: For Eligible Institutions Only: (201) 680-4626 Confirm by Telephone: (201) 680-4860 | By Overnight Courier or By Hand: Mellon Investor Services LLC Attn: Corporate Action Dept., 27th Floor 480 Washington Boulevard Jersey City, NJ 07310 |
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN THE FACSIMILE NUMBER SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
THE GUARANTEE INCLUDED HEREIN MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned represents that the undersigned owns and hereby tenders to Magic Acquisition Subsidiary Inc., a Delaware corporation and a direct wholly owned subsidiary of Lucent Technologies Inc., which is a Delaware corporation and a wholly owned subsidiary of Alcatel Lucent, asociété anonymeorganized under the laws of the Republic of France, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 16, 2008 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements to the Offer to Purchase or to the Letter of Transmittal, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.001 per share (the “Shares”), of Motive, Inc., a Delaware corporation, indicated below pursuant to the guaranteed delivery procedure set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” in the Offer to Purchase.
Name(s) of Record Holder(s): |
Number of Shares Tendered: |
Share Certificate Number(s) (if available): |
(please print)
Address(es): |
(Zip Code)
o | Check if securities will be tendered by book-entry transfer |
Name of Tendering Institution: |
Area Code and Telephone No.(s): |
Signature(s): |
Account No.: |
Transaction Code No.: |
Dated:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution that is a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as defined inRule 17Ad-15 of the U.S. Securities Exchange Act of 1934, as amended (each, an “Eligible Institution” and collectively “Eligible Institutions”), hereby guarantees the delivery to the Depositary, at one of its addresses set forth above, of the certificates evidencing all Shares tendered by this Notice of Guaranteed Delivery in proper form for transfer, or confirmation of the book-entry transfer of Shares into the Depositary’s account at The Depository Trust Company, in either case together with delivery of a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantee, or an Agent’s Message (as defined in the Offer to Purchase), and any other documents required by the Letter of Transmittal, within three trading days after the date of execution of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and Share Certificates to the Depositary within the time period indicated herein. Failure to do so may result in financial loss to such Eligible Institution.
Name of Firm: |
Address: |
(Zip Code)
Area Code and Tel. No.: |
(Authorized Signature)
Name: |
(Please type or print)
Title: |
Dated:
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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