PRIVATE AND CONFIDENTIAL October 5, 2017 Synchronoss Technologies, Inc. Bridgewater, NJ 08807 Attention: Chief Executive OfficerExclusivity Agreement • October 5th, 2017 • Siris Capital Group, LLC • Services-computer programming services
Affiliates of Siris Capital Group, LLC (collectively, “Siris”) have commenced discussions with Synchronoss Technologies, Inc. (“Synchronoss”) regarding potential transactions involving Siris purchasing the Intralinks business from Synchronoss (the “Intralinks Acquisition”) and purchasing convertible preferred stock of Synchronoss (the “PIPE Transaction” and together with the Intralinks Acquisition, the “Proposed Transactions”). Synchronoss recognizes that Siris’s continued evaluation and negotiation of the Proposed Transactions would require the expenditure of significant additional time, effort and resources, both internal and external, by Siris. In consideration for, among other things, the willingness of Siris to devote such time, effort and resources in connection with the pursuit of the Proposed Transactions, the parties hereto, intending to be legally bound, hereby agree as follows (this “Agreement”):
