AMENDMENT NO. 2 TO THE PREFERRED SHARES RIGHTS AGREEMENT

Exhibit 4.4

AMENDMENT NO. 2 TO THE PREFERRED SHARES RIGHTS AGREEMENT

THIS AMENDMENT NO.2 TO THE PREFERRED SHARES RIGHTS AGREEMENT, (this “Amendment”), dated as of November 15, 2005, is made by and between Intellisync Corporation, a Delaware corporation (formerly known as Pumatech, Inc.) (the “Company”), and Computershare Investor Services LLC, a Delaware limited liability company, as Rights Agent (the “Rights Agent”).  The Company and the Rights Agent may be individually referred to herein as a “Party” and, collectively, as the “Parties.”

Background

A.  The Parties entered into a Preferred Shares Rights Agreement, dated as of January 13, 2003, as amended by Amendment No. 1 to Preferred Shares Rights Agreement, dated March 1, 2004 (together the “Rights Agreement”).  Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Rights Agreement.

B.  The Company, Nokia Inc., a Delaware corporation (“Parent”), and Jupiter Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended or supplemented from time to time, the “Merger Agreement”), pursuant to which the Sub, upon the terms and subject to the conditions set forth therein, shall be merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent.

C.  The Board of Directors of the Company has determined by resolution that an amendment to the Rights Agreement as set forth herein is advisable and in the best interests of the Company and its stockholders.

D.  Pursuant to Section 27 of the Rights Agreement, from time to time the Company may, and the Rights Agent shall if the Company directs, from time to time supplement and amend the Rights Agreement and the Company has so directed the Rights Agent to join this Amendment.

Terms

In consideration of the mutual covenants contained herein and in the Rights Agreement and intending to be legally bound hereby, the Parties agree as follow:

1.  Amendment of Section 1.  Section 1 of the Rights Agreement is hereby supplemented and amended to add the following definitions in the appropriate alphabetical locations:

“Merger” shall mean the “Merger” as such term is defined in the Merger Agreement.

“Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of November 15, 2005, by and among the Company, Parent and Sub, as amended or supplemented from time to time.

“Parent” shall mean Nokia Inc., a Delaware corporation.

“Sub” shall mean Jupiter Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent.

“Voting Agreements” shall mean the certain Voting Agreements, dated November 15, 2005 by and among the Parent, the Company and certain stockholders of the Company.

2.  Amendment of Definition of “Acquiring Person”.  The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is hereby supplemented and amended by adding the following at the end thereof:

“Notwithstanding anything in this Agreement to the contrary, neither the Parent, Sub nor any of their respective Affiliates or Associates shall be deemed to be an Acquiring Person solely as a result of the approval, execution, delivery or performance of the Merger Agreement or the Voting Agreements or the consummation of the Merger or any of the other transactions contemplated thereby (including any acquisition of Common Shares pursuant to the Merger Agreement).”

3.  Amendment to Definition of “Distribution Date”.  The definition of “Distribution Date” in Section 1(h) of the Rights Agreement is supplemented and amended by inserting the following sentence at the end thereof:

“Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely by reason of the public announcement, approval, execution, delivery or performance of the Merger Agreement or the Voting Agreements or the consummation of the Merger or any of the other transactions contemplated thereby (including any acquisition of Common Shares pursuant to the Merger Agreement).”

4.  Amendment to Definition of “Expiration Date”.  The definition of “Expiration Date” in Section 1(j) of the Rights Agreement is supplemented and amended by deleting the word “or” that immediately precedes clause (iv) and inserting the following clause at the end of such Section 1(j):

“or (v) immediately prior to the Effective Time (as defined in the Merger Agreement).”

5.  Amendment of Definition of “Triggering Event”.  The definition of “Shares Acquisition Date” in Section 1(y) of the Rights Agreement is supplemented and amended by inserting the following sentence at the end thereof:

“Notwithstanding anything in this Agreement to the contrary, a Shares Acquisition Date shall not be deemed to have occurred solely as the result of the public announcement, approval, execution, delivery or performance of the Merger Agreement or the Voting Agreements or the consummation of the Merger or any of the other transactions contemplated thereby (including any acquisition of Common Shares pursuant to the Merger Agreement).”

6.  Amendment to Section 25.  The following Section 25(c) is hereby added after Section 25(b) of the Rights Agreement:

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“Notwithstanding anything in this Agreement to the contrary, in no event shall the provisions of this Section 25 apply to the public announcement, approval, execution, delivery or performance of the Merger Agreement or the Voting Agreements or the consummation of the Merger or any of the other transactions contemplated thereby (including any acquisition of Common Shares pursuant to the Merger Agreement).”

7.  Waiver of Notice(s).  The Rights Agent and the Company hereby waive any notice requirement(s) under the Rights Agreement pertaining to the matters covered by this Amendment.

8.  Other Provisions Unaffected.  This Amendment shall be deemed to be in full force and effect immediately prior to the execution and delivery of the Merger Agreement and the Voting Agreements.  Except as expressly modified herein, all arrangements, agreements, terms, conditions and provisions of the Rights Agreement remain in full force and effect, and this Amendment and the Rights Agreement, as hereby modified, shall constitute one and the same instrument.

9.  Certification. The undersigned officer of the Company, being an appropriate officer of the Company and authorized to do so by a resolution of the Board of Directors of the Company duly adopted and approved at a meeting held November 15, 2005, hereby certifies to the Rights Agent that this amendment is in compliance with Section 27 of the Rights Agreement.

10.  Miscellaneous.

a.  Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

b.  Fax Transmission. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more Parties hereto, and an executed copy of this Amendment may be delivered by one or more Parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any Party hereto, all Parties hereto agree to execute an original of the Amendment as well as any facsimile, telecopy or other reproduction thereof.

c.  Governing Law.  This Amendment, the Rights Agreement, each Right and each Right Certificate issued hereunder or thereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed and in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

d.  Further Assurances.  Each Party shall cooperate and take such action as may be reasonably requested by another Party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement, and the transactions contemplated hereunder and/or thereunder.

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e.  Descriptive Headings.  Descriptive headings of the several Sections of this Amendment and the Rights Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof or thereof.

f.  Entire Agreement.  This Amendment and the Rights Agreement and all of the provisions hereof and thereof, shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns and executors, administrators and heirs.  This Amendment, together with the Rights Agreement, sets forth the entire agreement and understanding among the Parties as to the subject matter hereof and merges with and supercedes all prior discussions and understandings of any and every nature among them.  Without limiting the foregoing, the Rights Agent shall not be subject to, nor required to interpret or comply with, or determine if any Person has complied with, the Merger Agreement even though reference thereto may be made in this Amendment and the Rights Agreement.

g.  Severability.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, then such term, provision, covenant or restriction shall be enforced to the maximum extent permissible, and the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

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IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 to the Rights Agreement as of the date first set forth above.

	INTELLISYNC CORPORATION
	By:						/s/ Xxxxxxx Xxxxx
	Name:						Xxxxxxx Xxxxx
	Title:						President and Chief Executive Officer
	COMPUTERSHARE INVESTOR SERVICES LLC
	By:						/s/ Xxxxxxx Xxxx
	Name:						Xxxxxxx Xxxx
	Title:						General Counsel and Secretary

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