UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

SYNCHRONOSS TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

87157B103

(CUSIP Number)

Steven Spencer

Siris Capital Group, LLC

601 Lexington Avenue, 59th Floor

New York, NY 10022

(212)-231-0095

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 24, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 10 to Schedule 13D (this “Amendment No. 10”) amends and supplements the statement on Schedule 13D jointly filed by (i) Silver Private Holdings I, LLC, a Delaware limited liability company, (ii) Silver Private Investments, LLC, a Delaware limited liability company, (iii) Siris Partners III, L.P., a Delaware limited partnership, (iv) Siris Partners III Parallel, L.P., a Delaware limited partnership, (v) Siris Partners GP III, L.P., a Delaware limited partnership, (vi) Siris GP HoldCo III, LLC, a Delaware limited liability company, (vii) Siris Capital Group III, L.P., a Delaware limited partnership, (viii) Siris Capital Group, LLC, a Delaware limited liability company, (ix) Siris Advisor HoldCo III, LLC, a Delaware limited liability company, and (x) Siris Advisor HoldCo, LLC, a Delaware limited liability company, with the Securities and Exchange Commission on May 5, 2017 (as previously amended and as may be amended from time to time, this “Schedule 13D”), relating to the common stock, $0.0001 par value per share (the “Common Stock”), of Synchronoss Technologies, Inc. (the “Company”). Initially capitalized terms used in this Amendment No. 10 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D.

Item 2 is hereby amended and restated in its entirety as follows:

(a) This Schedule 13D is being jointly filed by the following entities (collectively, the “Reporting Persons”):

(i) Silver Private Holdings I, LLC, a Delaware limited liability company (“Silver Holdings”);

(ii) Silver Private Investments, LLC, a Delaware limited liability company (“Silver Parent”);

(iii) Siris Partners III, L.P., a Delaware limited partnership (“Siris Fund III”);

(iv) Siris Partners III Parallel, L.P., a Delaware limited partnership (“Siris Fund III Parallel”);

(v) Siris Partners GP III, L.P., a Delaware limited partnership (“Siris Fund III GP”);

(vi) Siris GP HoldCo III, LLC, a Delaware limited liability company (“Siris Fund III GP HoldCo”);

(vii) Siris Capital Group, LLC, a Delaware limited liability company (“Siris Capital Group”); and

(viii) Siris Group GP, LLC, a Cayman Islands exempted limited liability company (“Siris Group GP”).

Silver Holdings is controlled by its sole member, Silver Parent. Silver Parent is controlled by its members, Siris Fund III and Siris Fund III Parallel. Each of Siris Fund III and Siris Fund III Parallel is controlled by its general partner, Siris Fund III GP. Siris Fund III GP is controlled by its general partner, Siris Fund III GP HoldCo. Siris Capital Group serves as investment manager to Siris Fund III and Siris Fund III Parallel pursuant to investment management agreements with each of them. Siris Capital Group is controlled by its managing member, Siris Group GP. Each of Siris Fund III GP HoldCo and Siris Group GP is controlled by Frank Baker, Peter Berger and Jeffrey Hendren. Pursuant to an internal restructuring, Siris Capital Group III, L.P., Siris Advisor HoldCo III, LLC and Siris Advisor HoldCo, LLC, each of which was previously included as a reporting person in the Schedule 13D, have been omitted from this Schedule 13D and are no longer Reporting Persons.

(b) The business address of each of the Reporting Persons is c/o Siris Capital Group, LLC, 601 Lexington Avenue, 59th Floor, New York, NY 10022.

(c) The principal business of Silver Holdings is to invest from time to time in the securities of the Issuer. The principal business of Silver Parent is to serve as the sole member of Silver Parent. Siris Fund III and Siris Fund III Parallel are private equity funds, the principal business of which is to make investments. The principal business of Siris Fund III GP is to serve as the general partner of Siris Fund III and Siris Fund III Parallel and related investment vehicles. The principal business of Siris Fund III GP HoldCo is to serve as the general partner of Siris Fund III GP. The principal business of Siris Capital Group is to provide investment management and related services to affiliated investment funds or similar vehicles, including Siris Fund III and Siris Fund III Parallel. The principal business of Siris Group GP is to serve as the general partner or managing member of certain of its affiliates, including Siris Capital Group. The present principal occupation or employment of each of Messrs. Baker, Berger and Hendren is to serve as a Managing Partner of Siris Capital Group and related entities.

(d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship of each of the Reporting Persons listed in this Item 2 is set forth in (a) above.

Item 4 is hereby amended by the addition of the following immediately prior to the penultimate paragraph thereof:

In connection with a series of financing transactions proposed by the Issuer (collectively, the “Financing Transactions”) consisting of (1) a public offering of Common Stock, (2) a public offering of bonds, and (3) a private offering of preferred securities, on June 24, 2021 the Issuer requested via letter (the “June 24th Letter”) the consent of Silver Holdings with respect to certain matters set forth in the Action by Written Consent by the Holders of Series A Convertible Participating Perpetual Preferred Stock of the Issuer (the “Stockholder Consent”). Copies of the June 24th Letter and Stockholder Consent are attached hereto as Exhibits 99.12 and 99.13, respectively, and are incorporated by reference herein.

On June 24, 2021, as set forth in the Stockholder Consent, Silver Holdings consented to the Financing Transactions conditioned upon the proceeds of the Financing Transactions being used to redeem in full the Series A Preferred Stock and to pay in full the amounts due to Siris Capital Group pursuant to an Advisory Services Agreement, dated as of May 18, 2020, between the Issuer and Siris Capital Group.

In connection with the completion of the Financing Transactions, the Reporting Persons expect that, at the request of the Issuer, Robert Aquilina, Frank Baker and Peter Berger will each resign from the Issuer’s Board of Directors.

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b)

Beneficial Ownership Subject to the Conversion Cap

As of the date of this Amendment No. 10, the Reporting Persons beneficially own 10,968,840 shares of Common Stock, constituting approximately 19.90% of the outstanding shares of Common Stock, based on 44,150,959 shares of Common Stock reported to be outstanding as of May 6, 2021 in the Issuer’s quarterly report on Form 10-Q filed on May 10, 2021 (the “Reported Outstanding Share Number”). Based on the Reported Outstanding Share Number, the Conversion Cap as of the date of this Amendment No. 10 is 10,968,840 shares of Common Stock, and the Reporting Persons would not be deemed to beneficially own any shares of Common Stock in excess of such amount.

Beneficial Ownership Without Giving Effect to the Conversion Cap

Without giving effect to the Conversion Cap, based on the Reported Outstanding Share Number, as of the date of this Amendment No. 10, the Reporting Persons would beneficially own 14,939,845 shares of Common Stock, which is the number of shares of Common Stock that would be issuable upon conversion of 268,917 shares of Series A Preferred Stock held by Silver Holdings without giving effect to the Conversion Cap, constituting approximately 25.28% of the outstanding shares of Common Stock.

In addition, as of the date of this Amendment No. 10, Siris Capital Group and Siris Group GP would beneficially own (i) 32,038 shares of Common Stock received upon the vesting of restricted stock awards assigned by Messrs. Baker and Berger to Siris Capital Group pursuant to assignment agreements between Siris Capital Group, such individual and the Issuer, each dated as of February 15, 2018 (the “Assignment Agreements”) and (ii) 99,626 shares of Common Stock underlying exercisable stock options assigned by Messrs. Baker and Berger to Siris Capital Group pursuant to the Assignment Agreements, which constitute an additional approximately .30% of the outstanding shares of Common Stock. See “Restricted Stock Awards” and “Stock Option Awards” below.

Series A Preferred Stock and the Conversion Cap

Pursuant to the Certificate of Designations for the Series A Preferred Stock, dated as of February 15, 2018, filed by the Issuer with the State of Delaware (the “Certificate of Designations”), if Silver Holdings or any affiliates of Silver Holdings with which it has formed a “group” within the meaning of Rule 13d-5 under the Exchange Act (Silver Holdings, collectively with each such affiliate, the “Capped Holders”) have elected to convert some or all of their shares of Series A Preferred Stock and if the sum, without duplication, of (i) the aggregate number of shares of Common Stock issued to such holders upon such conversion and any shares of Common Stock previously issued to such holders upon conversion, plus (ii) the number of shares of Common Stock underlying shares of Series A Preferred Stock held at such time by such holders (after giving effect to such conversion), would exceed 19.90% of the issued and outstanding shares of the Issuer’s voting stock on an as converted basis (the “Conversion Cap”), then such holders would only be entitled to convert such number of shares as would result in the sum of clauses (i) and (ii) (after giving effect to such conversion) being equal to the Conversion Cap (after giving effect to any such limitation on conversion). In addition, pursuant to the Certificate of Designations, if the sum, without duplication, of (i) the aggregate voting power of the shares of Common Stock previously issued to the Capped Holders upon conversion of shares of Series A Preferred Stock at the applicable record date, plus (ii) the aggregate voting power of the shares of Series A Preferred Stock held by the Capped Holders as of such record date, would exceed 19.99% of the total voting power of the Issuer’s outstanding voting stock at such record date, then, with respect to such shares, the Capped Holders would only be entitled to cast a number of votes equal to 19.99% of such total voting power and therefore would not have the power to vote, or to direct the voting of, shares of Common Stock in excess of that amount. Based on the Reported Outstanding Share Number, the Capped Holders would be permitted to exercise their right to convert approximately 195,069 shares of the Series A Preferred Stock into shares of Common Stock.

Restricted Stock Awards

Messrs. Baker and Berger, in their capacity as directors of the Issuer, have been granted restricted stock awards from the Issuer. As of the date of this Amendment No. 10, Siris Capital Group and Siris Group GP (a) beneficially own an additional 32,038 shares of Common Stock received upon the vesting of restricted stock awards and (b) hold an additional 89,190 shares of restricted Common Stock, in each case assigned to Siris Capital Group pursuant to the Assignment Agreements.

Stock Option Awards

Messrs. Baker and Berger, in their capacity as directors of the Issuer, have been granted stock option awards from the Issuer. As of the date of this Amendment No. 10, Siris Capital Group and Siris Group GP (a) beneficially own an additional 99,626 shares of Common Stock underlying exercisable stock options and (b) hold an additional unvested stock options to acquire 68,594 shares of Common Stock, in each case assigned to Siris Capital Group pursuant to the Assignment Agreements.

The Reporting Persons as Members of a “Group”

The Reporting Persons may be deemed to be members of a “group” for purposes of Section 13(d) of the Exchange Act, which group may be deemed to share the power to vote or direct the vote, or to dispose or direct the disposition, of the securities reported herein. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is a member of a “group” for such purposes or for any other purpose. Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any other person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person’s management and control.

(c) None of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to filing this Amendment No. 10.

(d) No person other than the Reporting Persons is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.

(e) Not applicable.

Item 6 is hereby amended by the addition of the following:

The response to Item 4 of this Amendment No. 10 is incorporated herein by reference.

Item 7 is hereby amended by the addition of the following:

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: June 24, 2021

Exhibit 99.12

SYNCHRONOSS TECHNOLOGIES, INC.

200 Crossing Blvd.

Bridgewater, NJ 08807

June 24, 2021

Silver Private Holdings I, LLC

c/o Siris Capital Group, LLC

601 Lexington Ave., 59^th Floor

New York, NY 10022

Ladies and Gentlemen:

We are writing to request your consent to certain matters set forth in the enclosed Action by Written Consent by the Holder of Series A Convertible Participating Perpetual Preferred Stock of Synchronoss Technologies, Inc. (the “Stockholder Consent”). Capitalized terms used herein but not defined have meanings ascribed to them in the Stockholder Consent.

The Company hereby covenants and agrees that the proceeds of the Financing Transactions shall be used to redeem in full the Series A Preferred Stock and to pay in full the other amounts due (without regard to any payment grace period ) to Siris pursuant to the Advisory Agreement. The Company also agrees that it will not amend the terms of the Financing Transactions unless such amendment does not adversely affect Siris, and in any event such amendment does not amend conditionality or lower the amount of financing below the amount needed for the Company to pay the Full Repayment Amount. The Company agrees that the Stockholder Consent is delivered by you on the basis, and subject to the condition subsequent, that the Full Repayment Amount is received simultaneously with the closing of the Financing Transactions. Failing such condition, it is deemed void ab initio.

The Company will provide Siris and its counsel a reasonable opportunity to review and comment on any portions of the registration statement or other SEC filings or public statements which include references to Siris, the Series A Preferred Stock designees on the Company’s board or the Stockholder Consent, and will consider in good faith any comments provided.

The Company agrees to use best efforts to enforce the obligations of B. Riley Securities, Inc. (“B. Riley”) to the Company under Section 1(a) of that certain engagement agreement dated June 21, 2021 between the Company and B. Riley. The Company further agrees to use best efforts to enforce the obligations of B. Riley to the Company under (i) the underwriting agreement relating to the Common Offering, (ii) the underwriting agreement relating to the Bond Offering, and (iii) the Series B preferred stock purchase agreement relating to the Preferred Offering, in each case following the execution of such agreement by the Company and B. Riley.

In the event the Financing Transactions do not close, the Company will reimburse Siris for its out-of-pocket fees and expenses incurred in connection with its review of the Stockholder Consent, in an amount not to exceed $100,000.

Silver Private Holdings I, LLC

June 24, 2021

Page 2

Please acknowledge your receipt and agreement with the foregoing by signing below.

Very truly yours,

SYNCHRONOSS TECHNOLOGIES, INC.

Enclosure

Acknowledged and agreed:

SILVER PRIVATE HOLDINGS I, LLC

By: Silver Private Investments, LLC, its sole member

Exhibit 99.13

ACTION BY WRITTEN CONSENT

BY THE HOLDER OF SERIES A CONVERTIBLE PARTICIPATING

PERPETUAL PREFERRED STOCK OF

SYNCHRONOSS TECHNOLOGIES, INC.

In accordance with Sections 228 and 242 of the Delaware General Corporation Law and the Bylaws of Synchronoss Technologies, Inc., a Delaware corporation (the “Company”), the undersigned holder of all outstanding shares of the Company’s Series A Convertible Participating Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) does hereby, pursuant to this Action by Written Consent, vote all shares of the Series A Preferred Stock held of record by such stockholder FOR the adoption and approval of the following recitals and resolutions, without a formal meeting and without prior notice, effective as of June 24, 2021. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Certificate of Designations of the Series A Preferred Stock of the Company (the “Certificate”).

WHEREAS, the Company proposes to raise capital through a series of financing transactions involving (a) the public and/or private offering of Common Stock in the aggregate amount of $100 million (plus a 10% “green shoe” option) (the “Common Offering”), (b) the public offering of baby bonds in the aggregate principal amount of $125 million (the “Bond Offering”), and (c) the private offering of preferred securities in the aggregate amount of $75 million (the “Preferred Offering”), each as summarized in the term sheet attached as Exhibit A, the proceeds of which shall be used to redeem in full the Series A Preferred Stock and to pay in full the other amounts due (without regard to any payment grace period) to Siris Capital Group, LLC (“Siris”) pursuant to the Advisory Services Agreement, dated as of May 18, 2020, between the Company and Siris (the “Advisory Agreement”) (the amounts due to the holder of all outstanding shares of Series A Preferred Stock and to Siris under the Advisory Agreement, collectively, the “Full Repayment Amount” and, the payment of the Full Repayment Amount together with the offerings noted above, collectively, the “Financing Transactions”);

WHEREAS, the Company has confirmed to the holder of all outstanding shares of Series A Preferred Stock and Siris that (i) the Board of Directors of the Company (the “Board”) has approved the Financing Transactions and (ii) except for the consents and waivers set forth in this Written Consent, no corporate action on the part of the Company, the Board

or the Company’s stockholders, and no consent, waiver or approval by any Person (including any stock exchange), is required in connection with the Financing Transactions or the consummation thereof;

WHEREAS, Section 6(b)(1) of the Certificate provides, among other things, that the Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Series A Preferred Stock, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of Series A Preferred Stock then outstanding (the “Conversion Shares Reservation Requirement”);

WHEREAS, the current number of authorized but unissued shares of Common Stock is such that the Company will be unable to complete the Common Offering unless the Common Offering includes shares of Common Stock that are reserved for issuance upon the conversion of outstanding shares of Series A Preferred Stock;

WHEREAS, Section 9(a) of the Certificate provides that, for so long as the holders of Series A Preferred Stock have a right to elect a director pursuant to Section 8(b) of the Certificate, the Company shall not take certain actions (the “Section 9(a) Protective Provisions”) without the prior written consent of the Investor, including, without limitation, (a) the amendment, alteration, modification or repeal of any provisions of the Certificate of Incorporation in any manner that adversely affects the rights, preferences, privileges or voting powers of the Series A Preferred Stock or any holder thereof, (b) the undertaking of any action to authorize, create, split, classify, or increase the number of authorized or issued shares of, or any securities convertible into shares of, any Junior Stock, Parity Stock or Capital Stock that would rank senior to the Series A Preferred Stock, (c) any amendment or alteration of the Certificate of Incorporation or any provision thereof in any manner that would authorize or result in the issuance of, or the undertaking of any other action to authorize or issue, Parity Stock or Capital Stock that would rank senior to the Series A Preferred Stock, and (d) the amendment, alteration, modification or repeal of any provisions of the Certificate of Incorporation or Bylaws that increases or decreases the size of the Board;

WHEREAS, Section 9(b) of the Certificate provides that, for so long as the holders of Series A Preferred Stock have a right to elect a director pursuant to Section 8(b) of the Certificate, if the Company is in EBITDA Non-Compliance, the Company shall not take, agree or otherwise commit to take certain actions (the “Section 9(b) Protective Provisions” and, collectively with the Section 9(a) Protective Provisions, the “Protective Provisions”) without the prior written consent of the Investor, including, without limitation, (a) the incurrence of any indebtedness by the Company pursuant to any Debt Document in the aggregate principal amount in excess

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of $10 million or the entry into any Debt Document in respect of indebtedness in an aggregate principal amount in excess of $10 million, and (b) the purchase, sale, lease, encumbrance, license or other transfer, acquisition or disposition of any material assets, securities, properties, interests or businesses of the Company, in each case where the fair market value or purchase price exceeds $5 million individually or $10 million in the aggregate in a fiscal year;

WHEREAS, Section 16 of the Certificate provides that any provision contained in the Certificate and any right of the holders of Series A Preferred Stock granted thereunder may be waived as to all shares of Series A Preferred Stock (and the holders thereof) upon the written consent of the holders of a majority of the shares of Series A Preferred Stock then outstanding;

WHEREAS, the consents and waivers provided herein are expressly conditioned on receipt by the relevant beneficiaries of the Full Repayment Amount simultaneously with the closing of the offerings described in the Financing Transactions (the “Full Repayment Condition”), and (i) if such receipt does not occur in such timeframe and in any event prior to 5:00 p.m., New York City time, on July 5, 2021, or (ii) upon the Company abandoning one or more of the Common Offering, the Bond Offering and the Preferred Offering, in any such case specified in the foregoing clause (i) or (ii), the waivers and consents hereunder shall be void ab initio and have no effect;

WHEREAS, notwithstanding anything to the contrary herein, (i) the undersigned stockholder acknowledges that the Common Offering described in the Financing Transactions might occur one or two days earlier than the other Financing Transactions , and the consents and waivers provided herein with respect to the Common Offering will be deemed to be effective upon the closing of such offering so long as the proceeds to the Company from such offering are held in trust by the Company for application toward payment of the Full Repayment Amount simultaneously with the closing of the last offering to occur, and (ii) the term “Full Repayment Condition” shall be interpreted in a manner consistent with this recital; and

WHEREAS, the undersigned stockholder desires to approve the Financing Transactions and waive the Conversion Share Reservation Requirement and the Protective Provisions with respect to the Financing Transactions, in each case conditional on the Full Repayment Condition.

NOW, THEREFORE, BE IT RESOLVED, that the undersigned stockholder hereby waives on behalf of all holders of Series A Preferred Stock all rights to notice, if any, in connection with the Financing Transactions and any other forms of notice that may be required in connection with the Financing Transactions pursuant to the terms of the Certificate, any agreements to which any such stockholder is a party, or otherwise; and

RESOLVED FURTHER, that the undersigned stockholder hereby waives, subject to the satisfaction of the Full Repayment Condition, on behalf of all holders of Series A Preferred Stock the Conversion Share Reservation Requirement and the Protective Provisions with respect to the Financing Transactions.

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WHEREAS, Section 9(b) of the Investor Rights Agreement provides that if the Board decides to engage in a process that could reasonably be expected to give rise to a substantial share investment, change of control transaction or other extraordinary transaction related to the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process (the “Participation Rights”);

WHEREAS, Section 10 of the Investor Rights Agreement provides the Investor with a right of first offer on, and an accompanying right to notice of, the offer or sale by the Company of certain securities of the Company (the “Preemptive Rights”);

WHEREAS, Section 11(b) of the Investor Rights Agreement provides that so long as the holders of Series A Preferred have the right to nominate a Series A Preferred Director to the Board pursuant to Section 8(b) of the Certificate of Designations, the Board shall consist of ten (10) members and the composition of the Board shall be as set forth therein (the “Board Composition Covenant”);

WHEREAS, in connection with the Financing Transactions, the Board intends to expand the size of the Board and appoint a new director to the Board;

WHEREAS, Section 18(j) of the Investor Rights Agreement provides that any term of the Investor Rights Agreement may be waived with the written consent of the party against whom the waiver is to be effective; and

WHEREAS, the undersigned desires to waive the Participation Rights and Preemptive Rights with respect to the Financing Transactions.

NOW, THEREFORE, BE IT RESOLVED, that the undersigned stockholder hereby waives on behalf of all holders of Series A Preferred Stock all rights to notice, if any, in connection with the Financing Transactions and any other forms of notice that may be required in connection with the Financing Transactions pursuant to the terms of the Investor Rights Agreement; and

RESOLVED FURTHER, that the undersigned stockholder hereby waives on behalf of all holders of Series A Preferred Stock the Participation Rights, the Preemptive Rights and the Board Composition Covenant with respect to the Financing Transactions.

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WHEREAS, Section 5(d)(1) of the Certificate provides that the Company, at its option, may redeem (out of funds legally available therefor) all outstanding shares of Series A Preferred Stock at the Company Redemption Price; provided, however, that prior to any such redemption becoming effective, the holders of Series A Preferred Stock may, at their election, make a Pre-Redemption Conversion Election;

WHEREAS, the Company intends to use proceeds from the Financing Transactions to redeem all outstanding shares of Series A Preferred Stock;

WHEREAS, Section 5(d)(2) of the Certificate provides that the Company shall deliver to the holders of Series A Preferred Stock a Company Redemption Notice not less than 15 Business Days prior to the Company Redemption Date (such 15-Business Day period, the “Redemption Notice Period”); and

WHEREAS, the undersigned does not desire to make a Pre-Redemption Conversion Election, and desires to waive the Redemption Notice Period with respect to the redemption of all shares of Series A Preferred Stock in connection with the Financing Transactions.

NOW, THEREFORE, BE IT RESOLVED, that the undersigned stockholder hereby waives on behalf of all holders of Series A Preferred Stock the Right to make a Pre-Redemption Conversion Election and the Redemption Notice Period with respect to the redemption of all shares of Series A Preferred Stock in connection with the Financing Transactions.

RESOLVED, that the appropriate officers of the Company be, and each of them hereby is, authorized and empowered to execute and deliver to any person deemed appropriate by any such officer or officers any and all certificates, agreements, amendments, instruments, documents or undertakings of any kind and nature whatsoever to evidence these resolutions, such certificates, agreements, amendments, instruments, documents or undertakings to be in such form and to contain the signature of such officer or officers executing the same, and to do and perform or cause to be done and performed all acts, deeds and things, in the name and on behalf of the Company or otherwise as such officer or officers may deem necessary or appropriate for the foregoing purposes.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned stockholder, hereby voting the full number of shares of Series A Preferred Stock held of record by it, has executed this Action by Written Consent as of the date first set forth above and hereby directs that this written consent be filed with the minutes of the proceedings of the Company’s stockholders.

[Signature Page to Series A Stockholder Consent]