Amendment to Synchronicity Agreements



 Exhibit 4.3 
  

AMENDMENT TO SYNCHRONICITY AGREEMENTS 
  
 This AMENDMENT TO SYNCHRONICITY AGREEMENTS, dated as of November 8, 2005 (this “Amendment”), is by and between MatrixOne, Inc., a Delaware
corporation (“MatrixOne”), and James Furnivall, as the Representative (the “Representative”) for the Holders (as defined in the Registration Rights Agreement referenced below). 
  
 WHEREAS, MatrixOne and the Representative are parties to that certain
Registration Rights Agreement, dated as of August 4, 2004 (the “Registration Rights Agreement”), entered into in connection with that certain Agreement and Plan of Merger, dated as of June 4, 2004 (the “Merger
Agreement”), by and among MatrixOne, MatrixOne International, Inc., InSync Merger Corporation, Synchronicity Software, Inc. (“Synchronicity”), the noteholders and certain stockholders of Synchronicity and the Representative; and

  
 WHEREAS, MatrixOne, the Representative, Equiserve Trust
Company, N.A. (the “Exchange Agent”) and U.S. Bank National Association (the “Escrow Agent”) are parties to that certain Payment, Exchange and Escrow Agreement, dated as of August 4, 2004 (the “Escrow Agreement”),
entered into in connection with the Merger Agreement. 
  
 NOW,
THEREFORE, in consideration of the foregoing and the respective covenants, agreements, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows: 
  
 1. Termination of
Representations. As of the Effective Time (as defined below), all representations and warranties of Synchronicity, the Noteholders, the Signing Stockholders and MatrixOne contained in the Merger Agreement shall terminate and the indemnification
obligations of the Noteholders and Stockholders (as defined in the Merger Agreement) and MatrixOne shall be terminated and have no further force nor effect. 
  
 2. Termination of Sale Limitations. As of the Effective Time, the restrictions on dispositions of the Shares (as defined in the Registration Rights
Agreement) contained in Section 2.6 of the Registration Rights Agreement shall terminate. 
  
 3. Termination of Registration Rights. As of the Effective Time, the obligation of MatrixOne to prepare, file, cause to become effective and maintain the effectiveness of the Registration Statement (as defined
in the Registration Rights Agreement) shall terminate, and Sections 2.1 through 2.3 of the Registration Rights Agreement shall terminate; provided, however, in the event that MatrixOne fails to file any required reports under
Section 13(a) or 15(d) of the Exchange Act (as defined in the Registration Rights Agreement) from the Effective Time through December 9, 2005, Sections 2.1 through 2.3 shall become effective immediately upon such failure, MatrixOne
shall file a registration statement for the resale of Shares that have 








 
not been sold by the Holders and the “Effectiveness Period” shall automatically be amended to mean the date which is two months after the effective
date of such registration statement. 
  
 4. Ratification of
Agreements. Except and to the extent expressly modified hereby, the Merger Agreement, the Escrow Agreement and the Registration Rights Agreement are hereby ratified and confirmed. 
  
 5. Fees and Expenses. Upon execution of this Amendment by all parties, MatrixOne shall pay up to $5,000 of the legal
fees and expenses of Goodwin Procter LLP, special counsel to the Representative within 30 days after receipt of a detailed invoice. 
  
 6. Effective Time. This Amendment shall become effective upon MatrixOne’s filing with the SEC of its Quarterly Report on Form 10-Q for the
quarter ended April 2, 2005 and its Annual Report on Form 10-K for the year ended July 2, 2005 (the “Effective Time”). 
  
 MATRIXONE, INC. 
  
 By: /s/ Gary D.
Hall                          
  
 Title:
CFO                                        
 
  
 REPRESENTATIVE 
  
 /s/ James
Furnivall                             
 James Furnivall, solely in his 
 capacity as Representative 
  

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