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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;
WHEREAS, the Investors are holders of a sufficient percentage of
Series A
Preferred Stock to approve such amendment to the Investors Rights
Agreement;
NOW,
THEREFORE, in consideration of the promises and conditions
contained
herein, the parties hereby agree as follows:
1.
Upon execution of this Amendment, Section 6.4 of the Investors
Rights
Agreement shall be amended in its entirety and replaced with the
following:
"6.4 Board of Directors.
(a)
Subject to Section 6.4(b), each of the parties to this Agreement
shall
take all actions within their respective power, including but not
limited to,
the voting of all shares of capital stock of the Company owned by
them, required
to cause the Board of Directors to consist of seven (7) members to
include:
(i) two representatives designated by the Common Stockholders and
the
Series 1 Stockholders, voting together as a single class;
(ii) three representatives designated by the Series A
Stockholders;
and
(iii) two representatives, who shall have the expertise in the
industry in which the Company operates, (1) nominated by the Common
Stockholders
and the Series 1 Stockholders, voting together as a single class
and (2)
approved by the Series A Stockholders, voting as a separate
class.
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Additionally, both of Ascent Venture Partners III, L.P. ("Ascent")
and
BVCF IV, L.P. ("BVCF"), for so long as they, or one of their
Affiliates,
