EXHIBIT 4.4 AMENDMENT NO. 1 TO SYNCHRONOSS TECHNOLOGIES, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT

Investors Rights Agreement

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SYNCHRONOSS TECHNOLOGIES INC

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Title: EXHIBIT 4.4 AMENDMENT NO. 1 TO SYNCHRONOSS TECHNOLOGIES, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
Governing Law: Delaware Date: 2/28/2006
Industry: SOFTWR Sector: TECHNO

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                                                                     EXHIBIT 4.4

                               AMENDMENT NO. 1 TO
                         SYNCHRONOSS TECHNOLOGIES, INC.
                              AMENDED AND RESTATED
                           INVESTORS RIGHTS AGREEMENT

     This Amendment No. 1 to Amended and Restated Investors Rights Agreement
(this "Amendment") is entered into as of April 27, 2001 by and among Synchronoss
Technologies, Inc., a Delaware corporation (the "Company"), and those certain
investors in the Company (the "Investors") whose signatures are set forth below.

     WHEREAS, the Investors and the Company are parties to that certain Amended
and Restated Investors Rights Agreement dated as of December 22, 2000 (the
"Investors Rights Agreement"), pursuant to which the Investors possess certain
rights;

     WHEREAS, the Company and the Investors desire to amend the Investors Rights
Agreement to grant certain Board of Director observer rights in connection with
the sale of Series A Preferred Stock, $0.0001 par value per share (the "Series A
Preferred Stock") pursuant to that certain Series A Preferred Stock Purchase
Agreement of even date herewith;

     WH

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