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/ Woodson
  Hobbs

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Woodson
  Hobbs

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COMPUTERSHARE
  INVESTOR SERVICES LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Blanche
  Hurt

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Blanche Hurt

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  General
  Counsel and Secretary

  
								



 


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