EX-4.4



 EXHIBIT 4.4 

AMENDMENT TO 
 INVESTOR
RIGHTS AGREEMENT 
 This Amendment (the “Amendment”) to Investor Rights Agreement (the
“Agreement”), dated as of May 30, 2014 (“Effective Date”) by and among Pacific DataVision (the “Company”) and the Holders representing at least a majority of the
Registrable Securities outstanding, (as defined in the Agreement). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Agreement. 

WHEREAS, Section 5.6 of the Agreement provides that the Agreement may be amended or modified only upon the written consent of the Company
and the holders of at least a majority of the Registrable Securities, which amendment shall be binding and effective upon all holders of Registrable Securities. 

WHEREAS, the parties hereto agree that in connection with certain private placement of shares of the common stock of the Company in connection
with the purchase of spectrum assets from Sprint Corporation, it is in the best interest of the Company to amend the Agreement in order terminate certain information and other rights and obligations of the Holders and to exclude the Offering from
certain rights of first refusal held by the Holders 
 NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the parties hereby agree as follows: 
 1. Amendment to Section 3. Section 3.14 shall be amended and restated in its
entirety as follows: 
 “ 3.14 Termination of Covenants. All covenants of the Company contained in Section 3 of this
Agreement shall expire and terminate in full upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering, which results in the Series A Preferred Stock and Series AA Preferred Stock being
converted into Common Stock, (ii) the closing of that certain private placement of shares of the common stock of the Company (the “Offering”), with sufficient proceeds to accomplish the purchase of spectrum assets from
Sprint Corporation to the Company pursuant to that certain Asset Purchase Agreement, dated May 13, 2014, by and between Sprint Corporation and the Company (the “Sprint APA”), or (iii) upon (a) the sale, lease
or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company’s
outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction,
provided that this Section 3.14(ii)(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (a “Change in Control”).” 

2. Amendment to Section 4. A new Section 4.6(h) shall be added as follows: 

“(g) any Equity Securities issued the Offering, which Offering is approved by the Board of Directors.” 







 3. Approval of Amendment. By its signature below, the Company hereby adopts this
Amendment. 
 4. Necessary Acts. Each party to this Amendment hereby agrees to perform any further acts and to execute and deliver
any further documents that may be necessary or required to carry out the intent and provisions of this Amendment and the transactions contemplated hereby. 

5. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of
California. 
 6. Continued Validity. Except as otherwise expressly provided herein, the Agreement shall remain in full force and
effect. 
 7. Counterparts. This Amendment may be executed by facsimile and in any number of counterparts by the parties hereto all
of which together shall constitute one instrument. 
 IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of
the Effective Date. 
 PACIFIC DATAVISION 
  

			
	By:	 	     /s/ John Pescatore

		 	John Pescatore
		 	President and Chief Executive Officer
	
	Address: 100 Hamilton Plaza, Lobby Floor
	Paterson, New Jersey 07505

 HOLDER: 
 THE SIGNATURE
PAGE TO PACIFIC DATAVISION CONSENT ACTION EXECUTED BY THE HOLDER IS HEREBY APPENDED HERETO AS EVIDENCE OF SUCH HOLDER’S EXECUTION AND ADOPTION OF THIS AMENDMENT TO INVESTOR RIGHTS AGREEMENT. 







 HOLDERS: 

Alicia Rygiel 
 Amie & Robert Yabroff 

AMK International, Inc. 
 Ann Poh 

Arthur L. Cahoon 
 Benjamin & Susan Frishberg 

Brian D. McAuley 
 Brian D. McAuley, as Trusteee for Beth Kathryn
McAuley 
 Brian D. McAuley, as Trusteee for Christian Brian McAuley 

Brian D. McAuley, as Trusteee for Mary Elizabeth McAuley 
 Brian
D. McAuley, as Trusteee for Tricia Florence McAuley 
 Curtis A. Gulbro 

Darryl K. Korn, Trustee, Darryl K. Korn Living Trust U/A dated 12/14/91 

David Lasensky 
 David Lasensky Irrevocable Trust 

Douglas Gardner 
 Douglas Grissom 

Edward E. Hicks & Teresa Hicks-Nuzzi 
 Eileen Gildea 

Elby Loyd 
 Eric C. Mollman & Mary C. Mollman 

Eric Mollman 
 Finch Family Trust Dated Nov. 23, 1987 

Frank Creede 
 Glenn Carpenter 

Goolock Associates 
 Halsey Family Tust 

James H. Dahl 
 James M. Davidson Revocable Deed of Trust 9/1/99

 James Perry 
 Jane McAuley 

John C. Pescatore 
 John D. and Claudia J. Larsen 

John L. Smaha 
 John Major 

John Sites Jr. 
 Jonathan Butler 

Joseph Lasensky 
 Joseph Oakes 

Ken G. Secemski 
 Las Aguillas Holdings, LLC (Account BW-53560)

 LeRoy Kirchner, Jr. 
 Lisa and Barry Marks 

Lisa Giadini 







 Lorenz Fischer-Zernin 

Marcus Rhodes 
 Mark L. Creede 

Melanie Kirchner 
 Mercedes Iglesias 

Michael Carey and Mary Carey 
 Michelle K. Pescatore 

Morgan O’Brien 
 Nextone, LLC 

Northwood Capital Partners, LLC 
 Northwood Ventures, LLC 

Orhan Sadik-Khan 
 Paul Finnegan 

Paul Mastroianni and Noreen Mastroianni 
 Peter Joel Lasensky 

RaptorTrust u/a/d December 28, 2004 
 Revocable Trust of Jack
Markell 
 Richard E. Rohmann, Trustee of the Richard E. Rohmann Trust, dated April 23, 1991 

Richard P. Miklau 
 Richard Somers 

Robert A. Vickery 
 Schabarum Family Trust 

SK Partners 
 Southfield Communications 

Stan De Cosmo 
 Stelca A. Somerville, Trustee of the Trust
A/Somerville Family Trust dated February 27, 1980 
 Steve Schreiber 

Sutton Family Trust dated 6-5-95 
 TRG Consulting 

UBS Financial Services, Inc. as IRA Custodian for Joseph A Lozito, MD 

Ulrich E. Keller, Jr. and Anne L. Confair 
 Wayland Hicks