You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Synchronoss Technologies, Inc., a Delaware corporation (“Synchronoss”, the “Company”, “we”, “us”, or “our”) to be held virtually via live webcast at www.virtualshareholdermeeting.com/SNCR2026SM at 11:00 a.m. Eastern Time on [ ], 2026. Synchronoss will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

On December 3, 2025, Synchronoss entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) by and among Synchronoss, Lumine Group US Holdco, Inc., a Delaware corporation (“Parent”), and Skyfall Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are each affiliates of Lumine Group Inc. (“Lumine Group”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Synchronoss (the “Merger”), with Synchronoss surviving as a wholly owned subsidiary of Parent. At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement.

If the Merger is completed, you will be entitled to receive $9.00 per share in cash, minus the Company Transaction Expense Overage (as defined below), if any, divided by the total number of Fully Diluted Shares (as defined below), net of applicable withholding taxes and without interest (the “Merger Consideration”), for each share of Synchronoss common stock, par value $0.0001 per share (“Synchronoss Common Stock”), that you own (unless you have properly exercised your appraisal rights with respect to those shares), which represents a premium of approximately 70% to closing price of Synchronoss’ common stock as of December 3, 2025, the last trading day prior to the date on which Synchronoss publicly announced that it had entered into the Merger Agreement. For purposes of calculating the Merger Consideration, (i) “Company Transaction Expense Overage” means any amount of Company transaction expenses in excess of $24,400,000; provided that no amount of Company transaction expenses in excess of $24,400,000 shall be counted until the aggregate amount of such excess equals or exceeds $25,620,000, at which point all transaction expenses in excess of $24,400,000 from the first dollar shall be counted; and (ii) “Fully Diluted Shares” means (i) the aggregate number of shares of Synchronoss Common Stock issued and outstanding immediately prior to the Effective Time, (ii) the aggregate number of shares of Synchronoss Common Stock underlying the Company In-the-Money-Options (as defined below), (iii) the aggregate number of Company RSAs (as defined below) that are outstanding immediately prior to the Effective Time, and (iv) the aggregate number of Company PBCUs (as defined below) that are outstanding immediately prior to the Effective Time assuming target performance is satisfied.

The Board of Directors of Synchronoss (the “Board of Directors” or the “Synchronoss Board”), after considering the factors more fully described in the enclosed proxy statement (this “Proxy Statement”), has unanimously (1) determined that the Merger Agreement, the Merger and other transactions contemplated by the Merger Agreement (the “Transactions”), to be advisable, fair to, and in the best interests of, Synchronoss and its stockholders, (2) approved the Merger Agreement and the Transactions, including, without limitation, the Merger, in accordance with the requirements of the Delaware General Corporation Law (“DGCL”), (3) resolved and agreed to recommend that Synchronoss’ stockholders adopt the Merger Agreement and approve the Merger and (4) directed that the Merger Agreement be submitted to Synchronoss’ stockholders entitled to vote thereon for adoption at a special meeting of Synchronoss stockholders duly held in accordance with the DGCL and the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws. The Synchronoss Board unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and

(3) “FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Synchronoss Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the entire Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

As required by Section 262 of the DGCL (“Section 262”), Synchronoss is notifying all stockholders entitled to vote at the Special Meeting on the Merger Agreement and the Transactions, including the Merger, that you are or may be entitled to assert appraisal rights in connection with the proposed Merger. The procedures you are required to follow in order to exercise your appraisal rights are summarized in the accompanying Proxy Statement in the section captioned “The Merger – Appraisal Rights” beginning on page 56, and a copy of Section 262 is included with the accompanying Proxy Statement as Annex D.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of a majority of the outstanding shares of Synchronoss Common Stock entitled to vote.

Whether or not you plan to attend the Special Meeting virtually through the online Special Meeting portal, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting virtually and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of our common stock “FOR” approval of the proposal to adopt the Merger Agreement will have the same effect as voting “AGAINST” the proposal to adopt the Merger Agreement.

If you have any questions or need assistance voting your shares, please contact our Proxy Solicitor:

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

The accompanying Proxy Statement is dated [    ] and, together with the enclosed form of proxy card, is first being mailed on or about [  ].

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Merger, passed upon the merits or fairness of the Merger Agreement or the Transactions, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense.

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Synchronoss Technologies, Inc., a Delaware corporation (“Synchronoss”, the “Company”, “we”, “us”, or “our”), will be held virtually via live webcast at www.virtualshareholdermeeting.com/SNCR2026SM at 11:00 a.m. Eastern Time on [ ], 2026, for the following purposes:

1. To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated December 3, 2025, by and among Synchronoss, Lumine Group US Holdco, Inc, a Delaware corporation (“Parent”), and Skyfall Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are each affiliates of Lumine Group Inc. (“Lumine Group”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Synchronoss (the “Merger”), with Synchronoss surviving as a wholly owned subsidiary of Parent;

2. To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and

3. To consider and vote on the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger.

Only stockholders of record as of the close of business on [ ] are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors has unanimously (1) determined that the Merger Agreement, the Merger and the other Transactions, to be advisable and fair to, and in the best interests of, Synchronoss and its stockholders, (2) approved and declared advisable the Merger Agreement and the other transactions contemplated by the Merger Agreement (the “Transactions”), including, without limitation, the Merger, in accordance with the requirements of the DGCL, (3) resolved and agreed to recommend that Synchronoss’ stockholders adopt the Merger Agreement and approve the Merger and (4) directed that the Merger Agreement be submitted to Synchronoss’ stockholders entitled to vote thereon for adoption at a special meeting of Synchronoss’ stockholders duly held in accordance with the DGCL and the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws. The Board of Directors made its determination after consideration of a number of factors more fully described in the enclosed proxy statement (this “Proxy Statement”).

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger.

As required by Section 262 of the Delaware General Corporation Law (“Section 262”), Synchronoss is notifying all stockholders entitled to vote at the Special Meeting on the proposal to adopt the Merger Agreement that you are or may be entitled to assert appraisal rights in connection with the proposed Merger. The procedures you are required to follow in order to exercise your appraisal rights are summarized in the accompanying Proxy Statement in the section captioned “The Merger — Appraisal Rights” beginning on page 56, and a copy of Section 262 is included with the accompanying Proxy Statement as Annex D.

Whether or not you plan to attend the Special Meeting virtually through the online Special Meeting portal at www.virtualshareholdermeeting.com/SNCR2026SM, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting virtually and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy card or fail to submit your proxy by telephone or the Internet, your shares of common stock of the Company will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Stockholders entitled to vote at the Special Meeting and their duly appointed proxies may attend, be deemed present in person and vote at the Special Meeting, and access the list of stockholders entitled to vote at the Special Meeting during the Special Meeting, at www.virtualshareholdermeeting.com/SNCR2026SM using the control number found on your proxy card or voting instruction form.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of common stock “FOR” the proposal to adopt the Merger Agreement will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Stockholders who do not vote in favor of the proposal to adopt the Merger Agreement will have the right to seek appraisal of the fair value of their shares of Synchronoss Common Stock if they deliver a demand for appraisal before the vote is taken on the Merger Agreement and comply with the applicable requirements of Delaware law, which are summarized herein and reproduced in their entirety in Annex D to the accompanying Proxy Statement.

WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE SPECIAL MEETING THROUGH THE ONLINE PORTAL, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting virtually at the Special Meeting through the online portal at www.virtualshareholdermeeting.com/SNCR2026SM will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to either (1) return your proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) virtually attend the Special Meeting personally or by proxy through the online portal, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the other two proposals.

We encourage you to read the accompanying Proxy Statement and its annexes carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this Proxy Statement, including the annexes to this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions under the caption “Where You Can Find More Information.”

This Proxy Statement, the documents to which we refer you in this Proxy Statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain “forward-looking statements” that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as “predicts,” “plan,” “expects,” “focus,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “will,” “might,” “momentum,” “can,” “could,” “design,” “see,” “seek,” “forecast” and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to the following factors:

Consequently, all of the forward-looking statements that we make in this Proxy Statement are qualified by the information contained herein, including (1) the information contained under this caption and (2) other information described from time to time in our periodic filings with the SEC. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

We will hold the Special Meeting virtually via live webcast at www.virtualshareholdermeeting.com/SNCR2026SM at 11:00 a.m. Eastern Time on [  ]   , 2026.

At the Special Meeting, we will ask stockholders to vote on proposals to (i) adopt the Merger Agreement, (ii) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger.

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices, located at 200 Crossing Boulevard, 8th Floor, Bridgewater, New Jersey, during regular business hours for a period of no less than ten (10) days before the Special Meeting and will also be made available online during the Special Meeting via the Special Meeting website.

As of the Record Date, there were [   ] shares of Synchronoss Common Stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority in voting power of the outstanding shares of Synchronoss Common Stock entitled to vote generally in the election of directors, represented in person or by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Approval of the proposal to adopt the Merger Agreement requires a vote “FOR” the proposal by the holders of a majority of the outstanding shares of Synchronoss Common Stock as of the Record Date. Adoption of the Merger Agreement by stockholders is a condition to the closing of the Transactions.

Approval of the proposal to adjourn the Special Meeting requires a vote “FOR” the proposal by a majority of the votes cast affirmatively or negatively on the subject matter. Approval, on a non-binding, advisory basis, certain compensation that will or may become payable to Synchronoss’ executive officers in connection with the Merger requires a vote “FOR” the proposal by a majority of the votes cast affirmatively or negatively on the subject matter. In determining the outcome of a stockholder vote on (i) the proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or (ii) the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger, we may only consider affirmative votes and negative votes cast on the proposals – abstentions and broker non-votes are not considered a vote cast affirmatively or negatively on a proposal and, accordingly, do not affect the outcome of the vote for these proposals.

For the proposal to adopt the Merger Agreement, if a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on (i) any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or (ii) the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger.

A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares on such proposal. Each “broker non-vote” will also count as a

vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on (i) any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or (ii) the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger.

Abstentions will be counted as “shares present” at the Special Meeting for the purpose of determining whether a quorum exists, but shares held by a bank, broker or other nominee for the beneficial owner thereof which provides no voting instructions will not be considered present for the purposes of establishing a quorum.

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [    ] shares of Synchronoss Common Stock, representing approximately [ ]% of the shares of Synchronoss Common Stock outstanding on the Record Date.

If your shares are registered in your name with our transfer agent, Equiniti Trust Company, LLC, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote by virtually attending the Special Meeting and submitting your vote through the online portal. Additionally, you may grant a proxy electronically over the Internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you virtually attend the Special Meeting and submit your vote through the online portal, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (i) “FOR” adoption of the Merger Agreement; (ii) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (iii) “FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or following the instructions from your broker to virtually attend the Special Meeting and submitting your vote through the online portal. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not virtually attend the Special Meeting and submitting your vote through the online portal, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the adjournment proposal or the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of Synchronoss Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also follow the instructions from your broker and virtually attend the Special Meeting and submit your vote through the online portal.

Any adjournment, postponement, or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

The Board of Directors, after considering various factors described under the caption “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously (i) determined that the Merger Agreement, the Merger and the other Transactions, to be advisable and fair to, and in the best interests of, Synchronoss and its stockholders, (ii) approved and declared advisable the Merger Agreement and the Transactions, including, without limitation, the Merger, in accordance with the requirements of the DGCL, (iii) resolved and agreed to recommend that Synchronoss’ stockholders adopt the Merger Agreement and approve the Merger and (iv) directed that the Merger Agreement be submitted to Synchronoss’ stockholders entitled to vote thereon for adoption at a special meeting of Synchronoss stockholders duly held in accordance with the DGCL and the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws. The Board of Directors unanimously recommends that you vote (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) “FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger.

The expense of soliciting proxies will be borne by Synchronoss. We have retained Innisfree M&A Incorporated, a proxy solicitation firm (the “Proxy Solicitor”), to solicit proxies in connection with the Special Meeting at a cost of approximately $30,000 plus expenses. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated in the first half of 2026.

If the Merger is completed, holders and beneficial owners of Synchronoss Common Stock that do not vote in favor of the adoption of the Merger Agreement and that properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262. This means that holders and beneficial owners of Synchronoss Common Stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Synchronoss Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply with the procedures established by Section 262. Due to the complexity of the appraisal process, holders and beneficial owners of Synchronoss Common Stock that wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Holders and beneficial owners of Synchronoss Common Stock considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as, or less than the value of the Merger Consideration.

To exercise your appraisal rights, you must (i) deliver a written demand for appraisal to Synchronoss before the vote is taken on the adoption of the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement and (iii) continue to hold your shares of Synchronoss Common Stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex D to this Proxy Statement. If you hold your shares of Synchronoss Common Stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should promptly consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, broker or nominee.

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of Synchronoss Common Stock will be voted in accordance with the discretion of the appointed proxy holders.

The Proxy Statement is available at [   ].

Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents this year or in future years, follow the instructions described below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, follow these instructions.

If you are a stockholder of record, you may contact us by writing to Synchronoss Technologies, Inc., 200 Crossing Boulevard, Eighth Floor, Bridgewater, New Jersey 08807, Attention: Secretary. Eligible stockholders of record receiving multiple copies of this Proxy Statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

If you have any questions concerning the Merger, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help voting your shares of Synchronoss Common Stock, please contact our Proxy Solicitor:

We are asking you to approve and adopt the Merger Agreement and the Merger contemplated by the Merger Agreement.

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this Proxy Statement, including the information set forth in the sections captioned “The Merger” beginning on page 26 of this Proxy Statement and “The Merger Agreement” beginning on page 66 of this Proxy Statement. A copy of the Merger Agreement is attached to this Proxy Statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

Under applicable law, we cannot complete the Merger without the affirmative vote of the holders of a majority of the outstanding shares of Synchronoss Common Stock entitled to vote in favor of the proposal to approve and adopt the Merger Agreement and the Merger. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the proposal to adopt the Merger Agreement.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If stockholders approve the adjournment proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including proxies from stockholders who have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things, approval of the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

Approval of the proposal to adjourn the Special Meeting requires the affirmative vote of a majority of the votes cast affirmatively or negatively on this proposal.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the payment of certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger, as disclosed in the section of this Proxy Statement captioned “The Merger—Interests of Synchronoss’ Directors and Executive Officers in the Merger.”

We are asking stockholders to indicate their approval of the compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger. These payments are set forth in the section captioned “The Merger—Interests of Synchronoss’ Directors and Executive Officers in the Merger” and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of Synchronoss’ overall compensation program for our named executive officers and previously have been disclosed to stockholders as part of the Compensation Discussion and Analysis and related sections of our annual proxy statements. These historical arrangements were adopted and approved by the Compensation Committee of the Board of Directors, which is composed solely of non-management directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, we are seeking approval of the following resolution at the Special Meeting:

“RESOLVED, that the stockholders of Synchronoss Technologies, Inc. approve, on a non-binding, advisory basis, the compensation that will or may become payable by Synchronoss to its named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned “The Merger—Interests of Synchronoss’ Directors and Executive Officers in the Merger.”

Stockholders should note that this proposal is not a condition to completion of the Merger, and as an advisory vote, the result will not be binding on Synchronoss, the Board of Directors, Parent or the named executive officers. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated our named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the Merger in accordance with the terms and conditions applicable to the underlying plans and agreements and the Merger Agreement.

Approval, on a non-binding, advisory basis, certain compensation that will or may become payable to Synchronoss’ executive officers in connection with the Merger requires the affirmative vote of a majority of the votes cast affirmatively or negatively on this proposal.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this Proxy Statement as Annex A and incorporated into this Proxy Statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Synchronoss Technologies, Inc. is a leading provider of white label cloud software and services that enable our customers to keep subscribers, systems, networks, and content in sync. The Synchronoss Personal Cloud^TM platform is a secure and highly scalable white label platform that allows our customers’ subscribers to backup and protect, engage with, and manage their personal content and gives our operator customers the ability to increase average revenue per user and reduce churn. Designed for smartphones, tablets, and desktops across all operating systems, our platform ensures a seamless cross-device experience.

Synchronoss’ common stock is listed on Nasdaq under the symbol “SNCR.”

Lumine Group US Holdco, Inc., a Delaware corporation is a wholly owned subsidiary of Lumine Group Inc., a company domiciled in Canada (“Lumine Group”). Lumine Group is a global buy-and-hold forever acquirer of communications and media software businesses. Lumine Group acquires, strengthens, and grows vertical market software businesses in the communications and media industry. Parent owns several US entities acquired by Lumine Group and its subsidiaries.

Skyfall Merger Sub Inc. is a wholly owned subsidiary of Parent and was formed on November 25, 2025, solely for the purpose of engaging in the Transactions and has not engaged in any business activities other than in connection with the Transactions.

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Synchronoss, and Synchronoss will continue as the Surviving Corporation and as a wholly owned subsidiary of Parent. As a result of the Merger, our common stock will no longer be publicly traded and will be delisted from Nasdaq. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of Synchronoss Common Stock. Instead, Synchronoss will remain an independent public company, our common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Synchronoss operates and risks related to adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of our common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Synchronoss Common Stock. If the Merger is not completed, the Synchronoss Board will continue to evaluate and review Synchronoss’ business operations, strategic direction and capitalization, among other things, and will make such decisions and changes regarding such matters as are deemed appropriate. If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Synchronoss Board will be offered or that Synchronoss’ business, prospects or results of operation will not be adversely impacted.

Upon termination of the Merger Agreement under specified circumstances, Synchronoss will be required to pay Parent a termination fee of $7,752,000 (as described in the section of this Proxy Statement captioned “The Merger Agreement—Termination Fee”).

In the Merger, each outstanding share of common stock (other than shares owned by (i) Parent or Merger Sub and (ii) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Merger Consideration.

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described below under the caption “Appraisal Rights”).

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation or other interaction involving or on behalf of Synchronoss and Lumine Group or other parties.

The Synchronoss Board, with the assistance of Synchronoss’ senior management and advisors, regularly reviews Synchronoss’ business, operations, financial performance and strategic direction for the purpose of enhancing stockholder value. As part of this ongoing review, the Synchronoss Board considers Synchronoss’ long-term strategies and plans, changes in the industry and markets in which Synchronoss operates, economic and other market conditions, execution opportunities and risks, potential strategic alternatives, including business combinations, acquisitions, divestitures, partnerships and collaboration opportunities, and financial alternatives in light of developments in Synchronoss’ business.

On October 31, 2023, Synchronoss entered into an Asset Purchase Agreement with Lumine Group, pursuant to which Synchronoss sold its Messaging and NetworkX businesses, effective as of such date. At a meeting of the Synchronoss Board held on October 30, 2023 to approve this divestiture transaction, representatives of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP (“Gunderson Dettmer”), outside counsel to Synchronoss, gave a presentation summarizing the transaction and the fiduciary duties of directors generally in mergers and acquisitions transactions.

In connection with Synchronoss’ ongoing review process, at a meeting of the Synchronoss Board held on October 31, 2024, the Synchronoss Board discussed exploring potential strategic alternatives, instead of remaining an independent company, that may be in the best interests of Synchronoss’ stockholders, including a potential sale transaction. Following discussion, the Synchronoss Board directed management of Synchronoss to again explore, with the assistance of a financial advisor, a potential sale of Synchronoss. Three financial advisors, including TD Securities (USA) LLC (“TD Cowen”), were interviewed by Synchronoss management. Synchronoss subsequently engaged TD Cowen, which previously had acted as financial advisor to Synchronoss in connection with certain debt refinancings, to act as Synchronoss’ financial advisor given, among other things, TD Cowen’s credentials in similar transactions and familiarity with Synchronoss and its business and industry.

In accordance with the Synchronoss Board’s previously provided direction, between December 2024 and January 2025, Synchronoss management, with the assistance of TD Cowen, prepared marketing materials and identified parties that potentially could be interested in a strategic transaction involving Synchronoss. As part of this process, Synchronoss management prepared certain financial projections to market Synchronoss to

prospective bidders, which were included in Synchronoss’ virtual data room made available to prospective bidders (the “Marketing Projections”), and discussed and approved by the Synchronoss Board during a meeting of the Synchronoss Board held on December 20, 2024. The Marketing Projections are more fully described in the section entitled “Certain Financial Projections”.

Beginning in February 2025, in accordance with the Synchronoss Board’s previously provided direction, approximately 146 potentially interested parties, consisting of 33 potential strategic buyers (including Lumine Group) and 113 potential financial buyers, were contacted, with the first phase of such outreach occurring in February 2025 and the second phase of such outreach occurring in April 2025. Of the potential buyers that were contacted, 95 declined to execute a confidentiality agreement, effectively terminating further discussions. The remaining 51 potentially interested parties, including Lumine Group, entered into confidentiality agreements with Synchronoss, each of which included customary non-disclosure and non-use provisions and most of which included customary standstill provisions that prohibited the parties from taking certain takeover-related actions with respect to Synchronoss for an agreed-upon period without the prior consent of Synchronoss. The standstill provisions allowed confidential proposals to be made to the Synchronoss Board at any time and terminated following public announcement of the execution of the Merger Agreement.

Thereafter, all of the 51 interested parties, including Lumine Group, that had executed a confidentiality agreement were offered access to a virtual data room with due diligence materials and a management presentation from Synchronoss if desired. Members of Synchronoss management, including Jeffrey Miller, Synchronoss’ Chief Executive Officer, and Louis Ferraro, Synchronoss’ Chief Financial Officer, met with 14 of these 51 potentially interested parties, including Lumine Group, that indicated interest in receiving a Synchronoss management presentation and exploring a potential strategic transaction with Synchronoss. In total, 21 of these 51 potentially interested parties, including Lumine Group, demonstrated sufficient interest to receive a strategic process letter outlining steps to be taken to submit a proposal to acquire Synchronoss.

Commencing during the week of February 10, 2025, in accordance with the previously provided directives of the Synchronoss Board, TD Cowen contacted and shared certain publicly available information regarding Synchronoss with approximately 45 potential buyers, including Lumine Group. Lumine Group and two strategic buyers, “Company A” and “Company B”, each entered into confidentiality agreements with Synchronoss between February 19, 2025 and February 24, 2025, of the nature described above, and received virtual data room access from Synchronoss.

On February 11, 2025, in accordance with the Synchronoss Board’s previously provided directives, TD Cowen contacted and shared certain publicly available information regarding Synchronoss with a strategic buyer (“Company E”).

On February 17, 2025, representatives of TD Cowen held a telephonic conference with Lumine Group to discuss Synchronoss’ strategic process.

On February 24, 2025, representatives of TD Cowen held a telephonic conference with Company A to discuss Synchronoss’ strategic process. Following that call, on February 25, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran and Mr. Wasser, participated in a fireside chat with representatives of Company A.

On February 26, 2025, Company B provided a data request list for Synchronoss, covering various due diligence items, including, but not limited to, customers, financial models, market, financial statements, revenue dynamics and growth.

On February 27, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran and Mr. Wasser, participated in separate fireside chat sessions with each of Lumine Group and Company B.

On February 28, 2025, Company A provided a data request list for Synchronoss, covering various due diligence items, including, but not limited to, customer key performance indicators, cost details, and subscriber dynamics.

Also on February 28, 2025, Lumine Group provided a data request list for Synchronoss, covering various due diligence items, including, but not limited to, information regarding financials, customers, pipeline, product, and debt.

Additionally, on February 28, 2025, the Synchronoss Board held a meeting, at which members of Synchronoss management and representatives of TD Cowen were present. Management and TD Cowen provided an update on Synchronoss’ strategic process. As of such date, approximately 52 potentially interested parties had been contacted since February 10, 2025, 12 parties had entered into confidentiality agreements and had been provided with confidential information relating to Synchronoss and access to supplementary due diligence materials, four were in the process of negotiating confidentiality agreements with Synchronoss, 22 parties had declined to participate further in the strategic process and the remainder were either reviewing internally or had not responded. After discussion, the Synchronoss Board determined it would be appropriate to continue the process of contacting additional potential interested parties and evaluating potential transactions that could maximize value for stockholders.

On March 5, 2025, in accordance with the Synchronoss Board’s previously provided directives, Synchronoss management contacted another strategic buyer (“Company F”) and mentioned Synchronoss’ strategic process.

On March 7, 2025, in accordance with the Synchronoss Board’s previously provided directives, TD Cowen contacted and shared certain publicly available information regarding Synchronoss with a strategic buyer (“Company D”).

Also on March 7, 2025, representatives of TD Cowen held a telephonic conference with Company E to discuss Synchronoss’ strategic process.

Additionally on March 7, 2025, a strategic buyer (“Company C”) entered into a confidentiality agreement with Synchronoss and received virtual data room access from Synchronoss.

On March 10, 2025, representatives of TD Cowen held a telephonic conference with Company F to discuss Synchronoss’ strategic process.

On March 11, 2025, Synchronoss’ process letter was sent to Lumine Group and Company B, with a request for bid submissions by March 27, 2025. No bids were received by March 27, 2025. Also on March 11, 2025, representatives of TD Cowen held a telephonic conference with each of Company B and Company C to discuss Synchronoss’ strategic process.

Also on March 11, 2025, representatives of TD Cowen held a telephonic conference with Company E regarding potential integration and synergy aspects of a transaction with Synchronoss.

On March 17, 2025, Company F entered into a confidentiality agreement with Synchronoss and received virtual data room access from Synchronoss.

On March 18, 2025, representatives of TD Cowen held a telephonic conference with Company A to receive an update on Company A’s due diligence review process.

On March 19, 2025, in accordance with Synchronoss Board previously provided directives, TD Cowen contacted and shared certain publicly available information regarding Synchronoss with a financial buyer (“Company G”).

Also on March 19, 2025, members of Synchronoss management, including Mr. Miller and Mr. Doran, held a telephonic conference with Company E to provide an overview of Synchronoss’ products.

On March 20, 2025, Company B participated in a due diligence call with members of Synchronoss management, including Mr. Ferraro, Mr. Wasser and Mr. Zuluaga, to discuss, among other things, contract renewals, Synchronoss’ relationship with its major customers, subscriber tiers and financials.

Also on March 20, 2025, Lumine Group notified TD Cowen that it was withdrawing from the strategic process due to a valuation gap.

On March 21, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran and Mr. Wasser, participated in a fireside chat with representatives of Company F.

On March 25, 2025, representatives of TD Cowen held a telephonic conference with Company E to further discuss potential integration and synergy aspects of a transaction with Synchronoss.

On March 26, 2025, members of Synchronoss management, including Mr. Wasser and Mr. Zuluaga, participated in a due diligence call with representatives of Company A regarding subscriber dynamics and key performance indicators.

On April 1, 2025, representatives of TD Cowen held a telephonic conference with Company F to receive an update on Company F’s due diligence review process.

On April 4, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran and Mr. Wasser, participated in a fireside chat with Company C.

On April 8, 2025, Company G entered into a confidentiality agreement with Synchronoss and received virtual data room access from Synchronoss.

On April 16, 2025, Company A notified TD Cowen that it was withdrawing from the strategic process given other priorities at that time.

Also on April 16, 2025, Company E notified TD Cowen that it was withdrawing from the strategic process given concerns regarding the size of Synchronoss’ employee base.

On April 24, 2025, Company B notified TD Cowen that it was withdrawing from the strategic process given a perceived lack of upside in Synchronoss’ business and concerns regarding customer concentration.

On April 25, 2025, in accordance with the Synchronoss Board’s previously provided directives, TD Cowen contacted and shared certain publicly available information regarding Synchronoss with three financial buyers, “Company H”, “Company I”, and “Company J”, and held calls with Company H and Company I regarding Synchronoss’ strategic process.

Also on April 25, 2025, Company D and Company I each entered into a confidentiality agreement with Synchronoss and received virtual data room access from Synchronoss.

On April 28, 2025, representatives of TD Cowen held a telephonic conference with Company D to discuss Synchronoss’ strategic process.

On April 29, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran and Mr. Wasser, participated in a fireside chat with representatives of Company D.

On April 30, 2025, the Synchronoss Board held a meeting, at which members of Synchronoss management and representatives of TD Cowen were present. Mr. Miller and TD Cowen provided an update to the Synchronoss Board regarding Synchronoss’ strategic process.

On May 1, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran and Mr. Wasser, participated in a fireside chat with representatives of Company G.

On May 6, 2025, Company D notified TD Cowen that it was withdrawing from the strategic process given other allocation priorities.

On May 8, 2025, representatives of TD Cowen followed up with Company I to inquire as to the status of Company I’s due diligence review process.

On May 12, 2025, Company J entered into a confidentiality agreement with Synchronoss and received virtual data room access from Synchronoss.

Also on May 12, 2025, Company A notified TD Cowen that it was reengaging in the process and requested additional due diligence materials.

On May 15, 2025, Company H entered into a confidentiality agreement with Synchronoss and received virtual data room access from Synchronoss.

On May 19, 2025, representatives of TD Cowen followed up with Company A to inquire as to the status of Company A’s due diligence process.

On May 21, 2025, representatives of TD Cowen held a telephonic conference with representatives of Company H regarding Company H’s due diligence process.

Also on May 21, 2025, Lumine Group notified TD Cowen that it was reengaging in the process and requested additional due diligence materials.

On May 23, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran and Mr. Wasser, participated in a fireside chat with representatives of Company I.

Also on May 23, 2025, Company F informed TD Cowen that Company F was withdrawing from the strategic process given the reorganization of its team and competing priorities.

On May 27, 2025, representatives of TD Cowen followed up with Lumine Group for a status update on Lumine Group’s due diligence process.

On May 29, 2025, a meeting of the Synchronoss Board was held, at which members of Synchronoss management and representatives of TD Cowen and Gunderson Dettmer were present. Mr. Miller and TD Cowen provided an update to the Synchronoss Board regarding Synchronoss’ strategic process. Of the 24 potentially interested parties that entered into confidentiality agreements at this time, 13 declined to participate further in the strategic process citing, among other reasons, customer concentration, a perceived lack of growth opportunities, different strategic focus and competing investment priorities.

On May 30, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran and Mr. Wasser, participated in a fireside chat with representatives of Company H.

On June 1, 2025, Synchronoss’ process letter was sent to potentially interested parties, with a request for bid submissions by June 12, 2025.

On June 3, 2025, representatives of TD Cowen followed up with representatives of Company I for an update regarding Company I’s due diligence process.

On June 4, 2025, in accordance with the Synchronoss Board’s previously provided directives, representatives of TD Cowen made an initial outreach to and shared certain publicly available information regarding Synchronoss with a strategic buyer (“Company K”).

On June 5, 2025, representatives of TD Cowen followed up with representatives of Company A for an update regarding Company A’s due diligence process.

Also on June 5, 2025, representatives of Synchronoss, including Mr. Miller, Mr. Ferraro, Mr. Doran, Mr. Wasser, Mr. Zuluaga and Ms. Wong, held a telephonic due diligence call with representatives of Company H.

On June 9, 2025, Company A notified TD Cowen that it was again withdrawing from the strategic process given concerns regarding customer concentration.

Also on June 9, 2025, representatives of TD Cowen followed up with representatives of Company I for an update on Company I’s due diligence process.

Additionally on June 9, 2025, Lumine Group made an initial verbal proposal to acquire all outstanding shares of Synchronoss common stock for $7.00 per share in cash, which was the first proposal to acquire Synchronoss received by Synchronoss as part of its strategic outreach process. Mr. Miller informed representatives of Lumine Group that the valuation would likely not be acceptable to the Synchronoss Board.

On June 10, 2025, in accordance with the Synchronoss Board’s previously provided directives, representatives of Synchronoss, including Mr. Miller, made an initial outreach to a strategic buyer (“Company L”).

Also on June 10, 2025, Company H notified TD Cowen that it was withdrawing from the strategic process given concerns regarding Synchronoss’ subscriber profile.

On June 12, 2025, Company K entered into a confidentiality agreement with Synchronoss and received virtual data room access from Synchronoss.

Also on June 12, 2025, Company I submitted an initial non-binding indication of interest to acquire all outstanding shares of Synchronoss common stock at a stated enterprise value of $275 million to $280 million and per share purchase price for Synchronoss common stock of $7.50 to $8.00 per share, consisting entirely of cash consideration.

On June 13, 2025, Company J submitted an initial non-binding indication of interest to acquire all outstanding shares of Synchronoss common stock at a stated enterprise value of $270 million and per share purchase price for Synchronoss common stock of $8.00 per share, consisting entirely of cash consideration.

On June 17, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran and Mr. Wasser, participated in separate fireside chat sessions with representatives of Company K.

Also on June 17, 2025, Company L entered into a confidentiality agreement with Synchronoss and received virtual data room access from Synchronoss.

On June 20, 2025, representatives of TD Cowen followed up with representatives of Company I for an update regarding Company I’s due diligence process and also followed up with Company J to clarify certain aspects of Company J’s indication of interest.

Also on June 20, 2025 and June 23, 2025, representatives of TD Cowen discussed with representatives of Company K a preliminary pro forma financial overview of, and potential synergy opportunities from, a transaction with Synchronoss.

On June 23, 2025, Mr. Miller and Mr. Waldis held a telephonic conference with representatives of Lumine Group, during which conversation the representatives of Lumine Group communicated that Lumine Group was interested in proceeding with due diligence and continuing its participation in the strategic process.

On June 23, 2025, the Synchronoss Board held a meeting at which members of Synchronoss management and representatives of TD Cowen and Gunderson Dettmer were present. Mr. Miller and TD Cowen provided an update to the Synchronoss Board regarding Synchronoss’ strategic process, including that Synchronoss had received initial non-binding indications of interest from Company J and Company I, Lumine Group had reengaged in the process and three other parties (Company C, Company L and Company K) were still evaluating their interest in a potential transaction. After reviewing the terms of Company J’s and Company I’s indications of interest, the Synchronoss Board determined to advance the remaining interested parties, Company J, Company I and Lumine Group, to the next phase of the process, with a request that such parties provide non-binding letters of intent by July 31, 2025, while continuing to solicit interest from the three other potentially interested parties (Company C, Company L and Company K).

Also on June 23, 2025, Lumine Group made a revised verbal proposal to acquire all outstanding shares of Synchronoss common stock for $10.00 per share, contingent on further due diligence, which was confirmed on the same day in writing.

On June 25, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran and Mr. Wasser, participated in a fireside chat with representatives of Company L.

On June 27, 2025, members of Synchronoss management, including Mr. Ferraro and Mr. Wasser participated in a telephonic call with representatives of Company K to discuss the financial model for Synchronoss’ business.

On June 29, 2025, Company I provided a comprehensive data request list for Synchronoss, which included, among other things, information relating subscriber experience, operations, financials, contracts and growth opportunity.

On June 30, 2025, at Synchronoss’ direction, representatives of TD Cowen requested that Lumine Group submit a formal offer reflecting its verbal $10.00 per share proposal.

Also on June 30, 2025, representatives of TD Cowen held a telephonic conference with representatives of Company I to further discuss Synchronoss’ strategic process.

On July 1, 2025, an auction draft of a merger agreement prepared by Gunderson Dettmer at the direction of Synchronoss management was made available to the Synchronoss Board for review.

On July 7, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran, Mr. Wasser, Mr. Nathan, Mr. Zuluaga and Ms. Wong, participated in an in-person due diligence session with representatives of Lumine Group.

Also on July 7, 2025, Company C notified Mr. Miller that Company C was withdrawing from the strategic process, indicating that it was not in a position to submit a competitive offer.

On July 9, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran and Mr. Wasser, and representatives of TD Cowen met with representatives of Company I to discuss potential synergy opportunities from a transaction with Synchronoss.

On July 11, 2025, Company L notified TD Cowen that Company L was withdrawing from the strategic process indicating that it was not in a position to submit a competitive offer.

On July 14, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran, Mr. Wasser and Mr. Zuluaga, and representatives of Company I met to discuss the potential transaction.

On July 15, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran, Mr. Wasser, Ms. Gabrys, Ms. Lackner, Mr. Zuluaga, Ms. Wong, Mr. Blauvelt and Ms. Hazelton, participated in an in-person due diligence session with representatives of Company I.

Also on July 15, 2025, members of Synchronoss management, including Mr. Wasser and Mr. Cutter, held an additional telephonic meeting with representatives of Lumine Group to discuss various due diligence topics, including tax-related matters.

On July 17, 2025, Company K notified TD Cowen that Company K was withdrawing from the strategic process, indicating that it was not in a position to provide a competitive offer.

Also on July 17, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran, Mr. Wasser, Ms. Lackner, Mr. Zuluaga, Ms. Wong, Mr. Blauvelt and Ms. Hazelton, participated in an in-person due diligence session with representatives of Company J.

On July 18, 2025, members of Synchronoss management, including Mr. Wasser, Mr. Cutter and Ms. Hellings, held an additional telephonic meeting with representatives of Lumine Group to discuss various due diligence topics, including subledgers. Later that same day, members of Synchronoss management, including Mr. Ferraro, Mr. Wasser and Mr. Cutter, held an additional telephonic meeting with representatives of Lumine Group to discuss due diligence topics, including tax-related matters.

On July 23, 2025, Lumine Group formally submitted a non-binding letter of intent to Synchronoss to acquire all outstanding shares of Synchronoss common stock for a purchase price of approximately $10.00 per share in cash. Lumine noted in the letter of intent that the per share price was subject to confirming key performance-based and transaction cost assumptions and that the proposal would expire on July 29, 2025 if not accepted by Synchronoss. The letter of intent also provided for an exclusive negotiation period through August 22, 2025.

On July 24, 2025, Company I indicated that it was no longer interested in an acquisition of Synchronoss given the significant time and investment that would be required.

Also on July 24, 2025, representatives of Company J informed representatives of TD Cowen that Company J remained interested in a potential acquisition but had additional due diligence to complete before submitting a letter of intent and that Company J was unlikely to be able to meet the July 31, 2025 deadline set forth in Synchronoss’ final strategic process letter.

On July 25, 2025, the Synchronoss Board held a meeting, at which members of Synchronoss management and representatives of TD Cowen and Gunderson Dettmer were present. Mr. Miller and TD Cowen provided an update to the Synchronoss Board regarding Synchronoss’ strategic process. The terms of Lumine Group’s letter of intent and certain balance sheet and other assumptions on which Lumine Group’s $10.00 per share price was based also was discussed. The Synchronoss Board determined to continue the ongoing due diligence process of other interested parties while engaging in further discussions and negotiating the terms of the letter of intent with Lumine Group. Following this discussion, given that Lumine Group’s letter of intent referred to a purchase price of “approximately” $10.00 per share, the Synchronoss Board instructed TD Cowen to follow up with Lumine Group to clarify its proposed per share purchase price.

On July 26, 2025, in accordance with the Synchronoss Board’s previously provided directives, representatives of TD Cowen held a follow-up telephonic conference with representatives of Lumine Group to clarify Lumine Group’s proposed $10.00 per share proposal. During the call, representatives of Lumine Group confirmed Lumine Group’s $10.00 per share proposal and indicated that Lumine Group would send a revised letter of intent to Synchronoss without characterizing its proposed per share purchase price as an approximation.

On July 30, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran, Mr. Wasser and Mr. Cutter, held additional telephonic due diligence meetings with representatives of Lumine Group.

Also on July 30, 2025, the Synchronoss Board held a meeting, at which members of Synchronoss management and representatives of TD Cowen and Gunderson Dettmer were present. At this meeting, the Synchronoss Board further discussed the letter of intent from Lumine Group.

On August 1, 2025, members of Synchronoss management, including Mr. Ferraro, Mr. Wasser, Mr. Cutter, Ms. Banatwala and Ms. Ryan, held an additional telephonic meeting with representatives of Lumine Group to discuss various due diligence topics.

On August 5, 2025, Lumine Group delivered a revised non-binding letter of intent to Synchronoss clarifying certain assumptions underlying its $10.00 per share proposal. The Synchronoss Board took note of certain provisions of the August 5, 2025 letter of intent, including that: (i) the price per share would be subject to downward adjustment if Synchronoss’ transaction expenses exceeded a certain amount; (ii) while the Synchronoss Board would have a “fiduciary out” right to change its recommendation in favor of the transaction should it receive an unsolicited competing takeover proposal deemed financially superior, Synchronoss would not be entitled to terminate the definitive agreement and would be required to hold a special stockholder meeting to approve the transaction with Lumine Group; and (iii) all Synchronoss directors and officers, and certain large stockholders of Synchronoss, would be required to enter into voting agreements to support the transaction with Lumine Group with such voting agreements remaining in effect for one year following termination of the definitive agreement.

During August 2025, in accordance with the Synchronoss Board’s previously provided directives, Synchronoss’ management and legal and financial advisors engaged in negotiations of the letter of intent with Lumine Group and its outside counsel at Goodwin Procter LLP (“Goodwin”), with particular focus on the remaining letter of intent terms. During the course of negotiations, Synchronoss negotiated for certain changes to the letter of intent terms, including requests to increase the transaction cost cap, remove certain large stockholders who did not have current or former designees on the Synchronoss Board from the requirement to enter into a voting agreement and a reduction to the post-termination effectiveness period of the voting agreement.

On August 6, 2025, in accordance with the Synchronoss Board’s previously provided directives, representatives of TD Cowen held a telephonic conference with representatives of Company J and informed Company J that Synchronoss had received a non-binding letter of intent from another participant in the process and that Synchronoss was preparing to enter into exclusivity with such party. The representatives of Company J indicated that Company J would not be in a position to complete its due diligence review and provide a competitive proposal at such time.

On August 7, 2025, members of Synchronoss management, including Mr. Miller, Mr. Ferraro, Mr. Doran, Mr. Cutter and Ms. Gabrys, held an additional telephonic meeting with representatives of Lumine Group to discuss certain due diligence matters. Also on August 7, 2025, Lumine Group’s letter of intent was discussed during a meeting of the Synchronoss Board.

On August 19, 2025, the Synchronoss Board held a meeting, at which members of Synchronoss management and representatives of TD Cowen and Gunderson Dettmer were present. Mr. Miller and TD Cowen provided an update to the Synchronoss Board regarding the strategic process. At this meeting, the Synchronoss Board discussed, among other things, the terms and conditions of Lumine Group’s August 5th letter of intent and status of negotiations with Lumine Group. Following this discussion, the Synchronoss Board instructed Synchronoss’ management and legal and financial advisors to continue to negotiate the letter of intent, but indicated that the Synchronoss Board would be willing to concede the provisions regarding a transaction cost cap, duty to hold a special meeting to approve the transaction with Lumine Group notwithstanding a change in board recommendation resulting from a financially superior competing proposal and duty to provide voting agreements that included a post-termination effectiveness period, if necessary to facilitate a transaction with Lumine Group.

On August 20, 2025, members of the Synchronoss Board, including Mr. Rendino and Mr. Bernstein, and members of Synchronoss’ management and legal and financial advisors, held a telephonic conference with representatives of Lumine Group (including members of management as well as external legal advisors) to discuss the Lumine Group’s letter of intent.

On August 24, 2025, Lumine Group presented a “best and final” draft of the letter of intent reflecting the outcome of prior negotiations, and the previous $10.00 per share price, subject to reduction if Synchronoss’ transaction costs exceeded $24.4 million, but only if the excess costs were over 5% of such amount. This draft also provided that while the Synchronoss Board would have a “fiduciary out” right to change its recommendation in favor of the transaction should it receive an unsolicited competing takeover proposal deemed financially superior, Synchronoss would not be entitled to terminate the definitive agreement and would be required to hold a special stockholder meeting to approve the transaction with Lumine Group. This draft also provided that all of Synchronoss’ directors and officers, and certain large stockholders of Synchronoss with current or former representation on the Synchronoss Board, would be required to enter into voting agreements to support the transaction with Lumine Group and that such voting agreements would remain in effect for six months following termination of the definitive agreement under certain circumstances. This draft also provided for a termination fee equal to 3% of Synchronoss’ enterprise value.

Later on August 24, 2025, Synchronoss executed Lumine Group’s letter of intent.

On August 29, 2025, members of Synchronoss management, including Mr. Miller, held a follow-up telephonic conference with Lumine Group during which Lumine Group stated that it had not obtained an unconditional approval of the potential acquisition of Synchronoss and, as a result, was withdrawing from the strategic process.

On September 2, 2025, Mr. Miller had a telephone call with a representative of Lumine Group, during which the Lumine Group representative informed Mr. Miller that Lumine Group remained interested in the potential acquisition and that he believed there was still potential to move forward.

During the remainder of September 2025 and the majority of October 2025, the process with Lumine Group did not advance pending Lumine Group’s corporate approval process.

On October 29, 2025, representatives of Lumine Group had a call with Mr. Miller and representatives of TD Cowen during which the representatives of Lumine Group indicated that Lumine Group intended to re-engage in Synchronoss’ strategic process and submitted a new verbal proposal to acquire all outstanding shares of Synchronoss common stock for $7.50 per share in cash. Over the course of the day, following negotiations, Lumine Group increased its verbal acquisition proposal to $9.00 per share in cash. This proposal was contingent on approval of the Synchronoss Board, on the one hand, and Lumine Group and its controlling stockholder, on the other.

On October 30, 2025, the Synchronoss Board held a meeting, at which members of Synchronoss management and representatives of TD Cowen were present. Mr. Miller and TD Cowen provided an update to the Synchronoss Board regarding Synchronoss’ strategic process and Lumine Group’s updated verbal proposal. At this meeting, the Synchronoss Board discussed, among other things, the economic value represented by the updated proposal relative to Synchronoss’ current stock price and the risk that Lumine Group might again withdraw from the process. Following this discussion, the Synchronoss Board authorized Synchronoss management to continue to engage in discussions with Lumine Group and, when presented by Lumine Group, to execute a non-binding letter of intent at the proposed $9.00 per share purchase price.

On October 31, 2025, Lumine Group provided an updated proposal reflecting an acquisition price of $9.00 per share in cash. The updated proposal did not include other substantive changes from the prior draft letter of intent and reflected the parties’ previously negotiated positions as described above.

On November 3, 2025, Lumine Group delivered an executed copy of the revised non-binding letter of intent to Synchronoss, setting forth its acquisition offer of $9.00 per share and an exclusive negotiating period ending on December 8, 2025, which would automatically extend on a weekly basis up to two times, in addition to proposing a termination fee equal to 3% of Synchronoss’ enterprise value.

On November 4, 2025, Synchronoss signed Lumine Group’s non-binding (other than as to exclusivity) letter of intent. Under the letter, neither party was bound to consummate a transaction. Beginning on November 4, 2025, Lumine Group and its outside counsel, Goodwin, conducted due diligence on Synchronoss through (i) extensive review of the virtual data room information provided pursuant to a due diligence request list delivered by Lumine Group to Synchronoss following the execution of the letter of intent, (ii) discussions with

Synchronoss management regarding Synchronoss’ business prospects and other due diligence matters, and (iii) the initiation of regularly-scheduled due diligence calls to address open due diligence items. The virtual data room was iteratively updated with additional due diligence information throughout transaction negotiations.

On November 10, 2025, Lumine Group’s internal legal team sent to Synchronoss’ internal legal team a revised draft of the auction form Merger Agreement. The revised draft reflected the terms agreed to in the executed letter of intent and also included, among other things, proposed revisions to the representations and warranties, interim covenants, closing conditions and remedies provisions of the Merger Agreement.

On November 17, 2025, Gunderson Dettmer sent to Goodwin a revised draft of the Merger Agreement. Gunderson Dettmer and Goodwin continued to exchange drafts of the Merger Agreement from November 17, 2025 to November 30, 2025.

Also on November 17, 2025, Lumine Group delivered an initial draft of a voting agreement to be entered into by certain Synchronoss stockholders. The legal teams continued to exchange drafts of the voting agreement from November 17, 2025 to November 27, 2025.

On November 24, 2025, the Synchronoss Board held a meeting, at which members of Synchronoss management and representatives of TD Cowen and Gunderson Dettmer were present. Mr. Miller provided an update to the Synchronoss Board regarding the discussions with Lumine Group since the October 30th Board meeting. Representatives of Gunderson Dettmer provided an update on the status of the Merger Agreement and other transaction agreements. The Synchronoss Board also reviewed updated financial projections prepared by Synchronoss’ senior management (the “Financial Projections”), as more fully described in the section entitled “Certain Financial Projections”, and directed TD Cowen to use and rely upon such Financial Projections for purposes of its financial analyses and opinion in connection with the transaction. The Synchronoss Board also authorized TD Cowen to share the Financial Projections with Lumine Group. Synchronoss’ senior management noted for the Synchronoss Board that the Marketing Projections initially prepared by management in December 2024 would require revision as they had reflected assumptions and estimates related to Synchronoss’ future results which it was now apparent were overly optimistic in view of Synchronoss’ actual performance and relevant developments in 2025. In addition, as the 2025 year elapsed, Synchronoss’ senior management had learned that its assumptions in the Marketing Projections regarding revenue growth, including from a new customer acquisition and subscriber growth, exceeded Synchronoss’ actual performance. Accordingly, Synchronoss’ senior management informed the Synchronoss Board that management believed that the assumptions and estimates related to Synchronoss’ future results reflected in the Financial Projections were, at the time of preparation of the Financial Projections, more reasonable and reliable than those used for preparation of such Marketing Projections.

On November 28, 2025, in accordance with the Synchronoss Board’s directives, TD Cowen provided the Financial Projections to Lumine Group. In the afternoon of November 28, 2025, the Synchronoss Board held a meeting, at which members of Synchronoss management and representatives of TD Cowen and Gunderson Dettmer were present, to review the status of the proposed transaction with Lumine Group. Mr. Miller provided an overview of the discussions with Lumine Group since the November 24, 2025 Board meeting. Representatives of Gunderson Dettmer provided an update on the status of the Merger Agreement and other transaction agreements. TD Cowen then reviewed its preliminary financial analyses relating to Synchronoss with the Synchronoss Board.

On November 29, 2025, TD Cowen provided the Synchronoss Board with certain information relating to TD Cowen’s and its affiliates’ material relationships with Synchronoss, Lumine Group and certain related entities, as applicable, during the approximate prior two-year period.

On November 30, 2025, a special meeting of the Synchronoss Board was held, at which members of Synchronoss management and representatives of TD Cowen and Gunderson Dettmer were present. Mr. Miller provided an overview of the discussions with Lumine Group since the last Board meeting and a status update on the proposed transaction, including the status of all critical open items, the manner in which such items had been addressed, and the status of finalization of the definitive agreements for the transaction. Also at this meeting, at the Synchronoss Board’s request, TD Cowen reviewed its financial analysis of the $9.00 per share cash consideration provided for in the Merger with the Synchronoss Board and delivered an oral opinion, confirmed by delivery of a written opinion dated November 30, 2025, to the Synchronoss Board to the effect that, as of such date and based on and subject to the various assumptions made, procedures followed, matters considered

and limitations and qualifications on the review undertaken by TD Cowen as set forth in such opinion, the $9.00 per share cash consideration to be received in the Merger by holders of Synchronoss Common Stock (other than, as applicable, Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Thereafter, representatives of Gunderson Dettmer provided the Synchronoss Board with a detailed presentation regarding the transaction, which began with a review of the fiduciary duties of the directors, including the specifics of such duties in connection with consideration of approving the proposed Merger Agreement and the transactions contemplated thereby. Representatives of Gunderson Dettmer described the proposed final terms of the Merger Agreement and the voting agreement, copies of which were provided to the directors in advance of the meeting (in finalized form), together with detailed summaries thereof. Representatives of Gunderson Dettmer highlighted the key terms of the Merger Agreement, including discussion of the transaction structure and economics, the closing conditions, the non-solicitation provisions (including the ability of the Synchronoss Board to change its recommendation in response to a superior proposal) and the termination provisions (including the termination fee payable by Synchronoss under certain circumstances, such as a change in board recommendation). The Synchronoss Board then conducted a final review of its findings regarding the proposed transaction with Lumine Group. Based on the foregoing and other factors and considerations, the Synchronoss Board unanimously (i) determined that the terms of the Merger Agreement and other transaction documents and the transactions contemplated thereby, including the proposed Merger and the proposed Merger Consideration, were advisable, fair to, and in the best interests of, Synchronoss and its stockholders, (ii) approved the execution and delivery of the Merger Agreement by Synchronoss, the performance by Synchronoss of its covenants and other obligations thereunder and the consummation of the Merger and other transactions contemplated by the Merger Agreement and (iii) resolved to recommend that the stockholders of Synchronoss adopt the Merger Agreement. The Synchronoss Board directed Mr. Miller to execute the Merger Agreement on behalf of Synchronoss no earlier than after the stock market closing on December 1, 2025 in order to allow for finalization of the communications materials for the transaction, which process was ongoing. There were no discussions with Lumine Group regarding terms of post-closing employment for Synchronoss management prior to the Synchronoss Board approving the Merger Agreement.

On December 1, 2025, Mr. Miller and a representative of Lumine Group had a telephonic conversation during which the representative of Lumine Group informed Mr. Miller that Lumine Group was still reviewing, and needed additional time to finalize, the communications materials. During the course of that day, Synchronoss and Lumine continued to prepare and finalize the various communications materials.

On December 2, 2025, Mr. Miller and a representative of Lumine Group had a telephonic conversation during which Lumine Group informed Mr. Miller that, prior to Lumine Group’s board of directors approving execution of the Merger Agreement, Lumine Group’s board of directors wanted additional clarity on certain commercial and operating matters of Synchronoss.

On December 3, 2025, Mr. Miller and a representative of Lumine Group had a telephonic conversation during which the representative of Lumine Group informed Mr. Miller that Lumine Group was prepared to execute the Merger Agreement.

Following the close of the stock market on December 3, 2025, a special meeting of the Synchronoss Board was held, at which members of Synchronoss management and representatives of TD Cowen and Gunderson Dettmer were present. Mr. Miller provided an update regarding the discussions with Lumine Group since the last Board meeting and indicated that Lumine Group was prepared to execute the Merger Agreement. Following discussion, the Synchronoss Board reconfirmed its approval of the Merger Agreement and the consummation of the Merger and other transactions contemplated by the Merger Agreement from the November 30, 2025 Board meeting and directed Mr. Miller to execute the Merger Agreement on behalf of Synchronoss.

Later that same day, Synchronoss and Lumine Group executed the Merger Agreement. On December 4, 2025, Synchronoss and Lumine Group announced the transaction.

The Board of Directors, at a meeting held on November 30, 2025, unanimously (1) determined that the Merger Agreement, the Merger and the Transactions, to be advisable and fair to, and in the best interests of, Synchronoss and its stockholders, (2) approved and declared advisable the Merger Agreement

and the Transactions, including, without limitation, the Merger, in accordance with the requirements of the DGCL, (3) resolved and agreed to recommend that that Synchronoss’ stockholders adopt the Merger Agreement and approve the Merger, (4) d that the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger be approved by stockholders and (5) directed that the Merger Agreement be submitted to Synchronoss’ stockholders entitled to vote thereon for adoption at a special meeting of Synchronoss stockholders duly held in accordance with the DGCL and the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws. The Board of Directors, at a meeting held on December 3, 2025, reconfirmed the foregoing.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Synchronoss to its named executive officers in connection with the Merger.

The Synchronoss Board unanimously determined that entering into the Merger Agreement would yield the highest value reasonably available for Synchronoss’ stockholders and is advisable and fair to and in the best interests of Synchronoss and its stockholders. In evaluating the Merger Agreement and the Transactions, the Synchronoss Board consulted with Synchronoss’ senior management and legal and financial advisors and, in making its determination and recommendation of the Merger to Synchronoss’ stockholders, the Synchronoss Board considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

Synchronoss’ Financial Condition and Prospects. The Synchronoss Board considered the current and historical financial condition and results of operations of Synchronoss, as well as the strategic objectives and future prospects for Synchronoss if it were to remain an independent company. The Synchronoss Board reviewed Synchronoss’ current financial operating plan, including the risks and uncertainties associated with executing upon and achieving the plan. The Synchronoss Board believes, on this basis, that the Merger Consideration fairly reflects Synchronoss’ intrinsic value, including its potential for future growth in light of the risks and uncertainties faced by Synchronoss and the increasingly competitive landscape for cloud solution providers.

Ability to Remain Independent. The Synchronoss Board considered the ability of Synchronoss to remain independent and the risks and costs associated with doing so, including, without limitation:

Complete Company Sale. The Synchronoss Board believed that a 100% acquisition of Synchronoss was most likely to maximize value for Synchronoss stockholders as compared with remaining an independent company when taking into account the aforementioned risks and costs.

Results of Process Conducted. The Synchronoss Board considered the fact that, prior to entry into the Merger Agreement with Parent, Synchronoss with the assistance of TD Cowen conducted an extensive market check, which involved outreach to over 140 prospective strategic and financial sponsor acquirors capable of, and with anticipated interest in, acquiring Synchronoss. The Synchronoss Board considered the fact that during the outreach process conducted on behalf of Synchronoss, only Lumine Group and two financial sponsor acquirors had submitted an acquisition proposal with respect to Synchronoss and the fact that the prices offered by the

financial sponsor bidders were below the price offered by Lumine Group and the belief that such other proposals were less actionable than the proposal from Lumine Group. The Synchronoss Board considered the fact that Synchronoss had engaged experienced advisors to assist Synchronoss during the process. The Synchronoss Board believed that the price offered by Parent was the highest that was reasonably attainable, in light of several factors, including, without limitation, the course of negotiations with Lumine Group and the results of the outreach to other potential acquirors. The Synchronoss Board also believed that the offer from Lumine Group was the acquisition transaction most likely to be consummated. The Synchronoss Board considered the likelihood that the Merger would be consummated and the speed with which it could be completed, in light of several factors, including without limitation the fact that the Merger was not subject to a financing contingency and Parent is representing that it has sufficient cash and other sources of immediately available funds to pay the aggregate Merger Consideration and other payments contemplated by the Merger Agreement.

Premium to Market Price. The Merger Consideration to be paid by Parent would provide Synchronoss’ stockholders with the opportunity to receive a meaningful premium over the then current market price of Synchronoss Common Stock. The Synchronoss Board reviewed the current and recent market prices of Synchronoss Common Stock, including the fact that Lumine Group’s offer price of $9.00 per share in cash (assuming no adjustment for Company Transaction Expense Overage) constituted an implied premium of:

Ability to Negotiate Increased Offer Price. The Synchronoss Board also considered the fact that Lumine Group increased its offer price from its initial offer of $7.00 per share to $9.00 per share in cash of Synchronoss Common Stock and indicated that its offer price of $9.00 in cash, less the adjustment for any Company Transaction Expense Overage, per share of Synchronoss Common Stock was its “best and final” offer. The Synchronoss Board believed that the price offered by Lumine Group was the highest reasonably attainable, in light of several factors, including without limitation the course of negotiations with Lumine Group, the results of the outreach to other potential acquirors and the likelihood of other potential acquirors making a higher offer.

Market Volatility and Uncertainty Regarding Similar Strategic Alternatives. The Synchronoss Board also considered the volatility in the public markets and uncertainty of the availability to Synchronoss of similar strategic alternatives in the future in light of current marketplace conditions.

Financial Projections. The Synchronoss Board considered the Financial Projections prepared by Synchronoss’ senior management team. The Synchronoss Board understood that financial projections are based on assumptions and estimates that are difficult to project and subject to a high degree of uncertainty and significant execution risk.

Opinion of Financial Advisor to Synchronoss. The Synchronoss Board considered the opinion of TD Cowen, dated November 30, 2025, to the Synchronoss Board as to the fairness, from a financial point of view and as of the date of such opinion, of the $9.00 per share cash consideration to be received in the Merger by holders of Synchronoss Common Stock (other than, as applicable, Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement, which opinion was based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by TD Cowen set forth in such opinion as more fully described under the heading “—Opinion of Financial Advisor to Synchronoss;”

Cash Consideration. The Synchronoss Board considered that the form of consideration to be paid to Synchronoss stockholders in the Merger was all-cash and considered the certainty of value of cash compared to other forms of consideration and immediate liquidity associated with such cash consideration, while eliminating the effect of long-term industry, competitive and execution risk.

Likelihood of Closing. The Synchronoss Board concluded that the Merger would likely be consummated in an orderly manner as a result of a number of factors, including:

Speed of Closing. The Synchronoss Board considered the anticipated timing of the consummation of the Merger and concluded that, subject to the satisfaction or waiver of the applicable conditions set forth in the Merger Agreement, the Merger would allow Synchronoss’ stockholders to receive the consideration in a relatively short timeframe. The Synchronoss Board also determined that such a relatively short timeframe would be expected to reduce the uncertainty and potential disruption to Synchronoss’ business during the pendency of the Merger.

Merger Agreement. The Synchronoss Board considered the terms and conditions of the Merger Agreement, including:

The Synchronoss Board also considered a variety of risks and other potentially negative factors relating to the Merger in making its determination and reaching its recommendation, including the following (which factors are not necessarily presented in order of relative importance):

No Stockholder Participation in Future Growth or Earnings. The Synchronoss Board considered the fact that the nature of the Merger as an all-cash transaction means that Synchronoss stockholders would no longer be able to participate in any future earnings or growth of Synchronoss or benefit from any appreciation in the value of Synchronoss following the consummation of the Merger, which earnings or growth could have resulted, if Synchronoss had remained independent, in future prices for shares of the Synchronoss Common Stock in excess of the Merger Consideration.

Risk of Non-Consummation. The Synchronoss Board considered the fact that, while Synchronoss expects that the Merger will be consummated, there can be no assurance that the conditions to the Merger will be satisfied, and that, as a result, the Merger may not be consummated. The Synchronoss Board considered the potential risks associated with a failure of the Merger to be consummated, including (i) the extensive time and effort expended by Synchronoss’ directors, senior management and other employees during the pendency of the proposed Merger, (ii) the significant transaction-related costs and opportunity costs incurred by Synchronoss,

(iii) the trading price for shares of Synchronoss’ common stock could be negatively impacted, (iv) Synchronoss’ business could be disrupted and negatively impacted, including loss of business partners and employees, and (v) the market’s perceptions of Synchronoss’ prospects could be adversely affected.

Restrictions on Conduct of Business. The Synchronoss Board considered the limitations on Synchronoss’ pursuit of business opportunities during the pendency of the Merger due to certain covenants contained in the Merger Agreement requiring Synchronoss to operate its business in the ordinary course of business consistent with past practice and, subject to specified exceptions, to comply with certain other operating restrictions. Such restrictions could delay or prevent Synchronoss from pursuing business opportunities that may arise during the pendency of the proposed Merger and/or have a significant adverse effect on Synchronoss’ ability to respond to changing market and business conditions, in a timely manner, or at all.

Impact of Negotiation and Announcement. The Synchronoss Board considered the impact on Synchronoss’ business of the negotiation and public announcement of the proposed Merger, including the potentially negative effects that the negotiation and announcement may have on Synchronoss’ business relationships and its ability to attract and retain key management, technical and other personnel while the Merger is pending.

Inability to Solicit Other Acquisition Proposals. The Synchronoss Board considered the covenant in the Merger Agreement prohibiting Synchronoss from soliciting other competing acquisition proposals.

Termination Fee. The Synchronoss Board considered the possibility that the $7,752,000 termination fee could potentially deter a potential acquirer from proposing an alternative acquisition transaction that could be of greater value to Synchronoss stockholders than the Merger.

Possible Loss of Key Management or Other Personnel. The Synchronoss Board considered the risk of the possible loss of key management or other personnel of Synchronoss during the pendency of the Merger.

Interests of the Board and Management. The Synchronoss Board considered the fact that Synchronoss’ directors and officers may have financial interests in the Transactions, including the Merger, that may be different from or in addition to those of Synchronoss’ other stockholders, and the risk that these interests might influence their decision with respect to the Transactions.

Tax Treatment. The Synchronoss Board considered the fact that the cash consideration to be received by Synchronoss stockholders in the Merger would be taxable to U.S. Holders (as defined under the section captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”). However, the Synchronoss Board noted that the all-cash nature of the consideration payable in the Transactions would provide such Synchronoss stockholders with adequate cash for the payment of any taxes due.

The above discussion of the reasons for the Synchronoss Board’s recommendation that Synchronoss stockholders vote in favor of adoption of the Merger Agreement is not meant to be exhaustive, but addresses the material information and factors considered by the Synchronoss Board in consideration of its recommendation. In view of the wide variety of factors considered by the Synchronoss Board in connection with the evaluation of the Merger and the complexity of these matters, the Synchronoss Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, the Synchronoss Board did not reach any specific conclusion with respect to any of the particular factors considered. Instead, the Synchronoss Board conducted an overall review of the factors described above and made its determinations and recommendations based on the totality of the information reviewed. The judgments of individual members of the Synchronoss Board may have been influenced to a greater or lesser degree by different factors. The Synchronoss Board ultimately concluded that, in the aggregate, the potential benefits of the Merger outweighed the potential risks or negative consequences of the Merger.

For the reasons described above, the Synchronoss Board unanimously recommends that Synchronoss’ stockholders vote in favor of adoption of the Merger Agreement.

Synchronoss has engaged TD Cowen as Synchronoss' financial advisor in connection with the Merger. As part of this engagement, the Synchronoss Board requested that TD Cowen evaluate the fairness, from a financial point of view, of the $9.00 per share cash consideration provided for in the Merger pursuant to the Merger Agreement. At a meeting of the Synchronoss Board held on November 30, 2025 to approve the Merger, TD Cowen reviewed its financial analysis of the $9.00 per share cash consideration provided for in the Merger with

the Synchronoss Board and delivered an oral opinion, confirmed by delivery of a written opinion dated November 30, 2025, to the Synchronoss Board to the effect that, as of such date and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by TD Cowen as set forth in such opinion, the $9.00 per share cash consideration to be received in the Merger by holders of Synchronoss Common Stock (other than, as applicable, Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of TD Cowen’s written opinion, dated November 30, 2025, which describes various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by TD Cowen, is attached as Annex C to this proxy statement and is incorporated herein by reference. The summary of TD Cowen’s written opinion set forth herein is qualified in its entirety by reference to the full text of such opinion. TD Cowen’s analyses and opinion were prepared for and addressed to the Synchronoss Board and were directed only to the fairness, from a financial point of view, of the $9.00 per share cash consideration. TD Cowen’s opinion did not in any manner address the underlying business decision of Synchronoss to effect the Merger or the relative merits of the Merger as compared to other business strategies or transactions that might be available to Synchronoss. The $9.00 per share cash consideration was determined through negotiations between Synchronoss and Parent and TD Cowen’s opinion did not constitute a recommendation to the Synchronoss Board on whether or not to approve the Merger and does not constitute a recommendation to any securityholder or any other person as to how to vote or act with respect to the Merger or otherwise.

In connection with its opinion, TD Cowen reviewed and considered such financial and other matters as it deemed relevant, including, among other things:

In conducting its review and arriving at its opinion, TD Cowen, at the direction of the Synchronoss Board, assumed and relied, without independent investigation, upon the accuracy and completeness of all financial and other information provided to TD Cowen by Synchronoss or that was publicly available or was otherwise reviewed by TD Cowen. TD Cowen did not undertake any responsibility for the accuracy, completeness or reasonableness, or independent verification, of any such information. TD Cowen relied upon the representations of Synchronoss that all information provided to TD Cowen by Synchronoss was accurate and complete in all material respects and TD Cowen expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which TD Cowen becomes aware after the date of TD Cowen’s opinion.

TD Cowen was advised, and assumed, that the financial forecasts, estimates and other information concerning Synchronoss that TD Cowen was directed to utilize for purposes of its analyses and opinion were reasonably prepared by the management of Synchronoss on bases reflecting the best currently available estimates and good faith judgments of such management as to the future performance of Synchronoss and the other matters covered thereby, and that such financial forecasts, estimates and other information provided an appropriate basis

for its analyses and opinion. TD Cowen relied on the assessments of the management of Synchronoss as to, among other things, (i) the potential impact on Synchronoss of market, competitive, macroeconomic and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the technology industry and the software-as-a-service sector thereof, (ii) the technology, intellectual property and proprietary rights of Synchronoss, and associated risks, and (iii) existing and future agreements and other arrangements involving, and ability to attract, retain and/or replace, key employees, customers (and their respective subscribers) and other commercial relationships of Synchronoss. TD Cowen assumed that there would be no developments with respect to any such matters, or any adjustments to the $9.00 per share cash consideration payable in the Merger, that would have an adverse effect on Synchronoss or the Merger or that otherwise would be meaningful in any respect to TD Cowen’s analyses or opinion. TD Cowen expressed no opinion as to the financial forecasts, estimates and other information utilized in TD Cowen’s analyses or the assumptions on which they were based.

In addition, TD Cowen assumed that there had been no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of Synchronoss since the dates of the last financial statements made available to TD Cowen. TD Cowen did not make or obtain any independent evaluations, valuations or appraisals of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of Synchronoss or any other entity, nor was TD Cowen furnished with such materials. TD Cowen did not conduct nor did TD Cowen assume any obligation to conduct any physical inspection of the properties or facilities of Synchronoss or any other entity. TD Cowen also did not evaluate the solvency or fair value of Synchronoss or any other entity under any state, federal or foreign laws relating to bankruptcy, insolvency or similar matters. In addition, TD Cowen did not undertake an independent evaluation of any actual or potential litigation, settlements, governmental or regulatory proceedings or investigations, possible unasserted claims or other contingent liabilities to which Synchronoss or any other entity may be a party or subject. TD Cowen’s opinion did not address any legal, tax, accounting or regulatory matters related to the Merger Agreement or the Merger, as to which TD Cowen assumed that Synchronoss and the Synchronoss Board received such advice from legal, tax, accounting and regulatory advisors as each determined appropriate.

TD Cowen’s opinion addressed only the fairness of the $9.00 per share cash consideration to be received in the Merger (to the extent expressly specified therein) from a financial point of view and as of the date of such opinion, without regard to individual circumstances of specific holders of Synchronoss Common Stock (whether by virtue of control, voting or consent, liquidity, contractual arrangements, vesting of shares or otherwise) that may distinguish such holders or the securities of Synchronoss held by such holders, and TD Cowen’s opinion did not in any way address proportionate allocation or relative fairness among such holders, holders of any other securities of Synchronoss or otherwise. TD Cowen expressed no view as to any other aspect or implication of the Merger, including, without limitation, any adjustments to the consideration provided for in the Merger, any voting agreement or any other agreement, arrangement or understanding entered into in connection with the Merger or otherwise. TD Cowen’s opinion was necessarily based upon economic and market conditions and other circumstances as they existed and could be evaluated by TD Cowen on the date of such opinion. It should be understood that although subsequent developments may affect TD Cowen’s opinion, TD Cowen does not have any obligation to update, revise or reaffirm its opinion and TD Cowen expressly disclaimed any responsibility to do so. As the Synchronoss Board was aware, the industry in which Synchronoss operates and the business and securities of Synchronoss have experienced and may continue to experience volatility and disruptions, and TD Cowen expressed no view as to any potential effects of such volatility or disruptions on Synchronoss or the Merger.

TD Cowen did not consider any potential legislative or regulatory changes currently being considered or recently enacted by the United States or any foreign government, or any domestic or foreign regulatory body, or any changes in accounting methods or generally accepted accounting principles that may be adopted by the SEC, the Financial Accounting Standards Board, or any similar foreign regulatory body or board.

For purposes of rendering its opinion, TD Cowen assumed in all respects relevant to its analyses that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger would be satisfied without waiver thereof. TD Cowen also assumed that the final form of the Merger Agreement would be substantially similar to the draft reviewed by TD Cowen. TD Cowen further assumed that all governmental, regulatory and other consents and

approvals contemplated by the Merger Agreement would be obtained and that in the course of obtaining any such consents or approvals no restrictions would be imposed or waivers made that would have an adverse effect on Synchronoss or the Merger. In addition, TD Cowen assumed that the Merger would be consummated in accordance with its terms and in a manner that complies with the provisions of applicable securities laws and all other applicable state, federal or foreign statutes, rules and regulations.

It was understood that TD Cowen’s opinion was intended for the benefit and use of the Synchronoss Board (in its capacity as such) in its evaluation of the $9.00 per share cash consideration provided for in the Merger. TD Cowen’s opinion did not constitute a recommendation to the Synchronoss Board on whether or not to approve the Merger and does not constitute a recommendation to any securityholder or any other person as to how to vote or act with respect to the Merger or otherwise. TD Cowen expressed no opinion as to the actual value, price or trading range of Synchronoss Common Stock or any other securities of Synchronoss following announcement or consummation of the Merger. TD Cowen was not requested to opine as to, and its opinion did not in any manner address, the underlying business decision of Synchronoss to effect the Merger or the relative merits of the Merger as compared to other business strategies or transactions that might be available to Synchronoss. In addition, TD Cowen was not requested to opine as to, and its opinion did not in any manner address, (i) the fairness of the amount or nature of the compensation to the officers, directors or employees, or class of such persons, of any parties to the Merger relative to the $9.00 per share cash consideration provided for in the Merger or otherwise, (ii) the fairness of the $9.00 per share cash consideration (other than as expressly specified in TD Cowen’s opinion) or the Merger to the holders of any class of securities, creditors or other constituencies of Synchronoss or (iii) whether Parent or Merger Sub have sufficient cash, available lines of credit or other sources of funds for the payment of the $9.00 per share cash consideration payable at the closing of the Merger.

The summary of the principal financial analyses described below under this heading “—Financial Analyses” is a summary of the material financial analyses performed by TD Cowen to arrive at its opinion. Some of the summaries of TD Cowen’s financial analyses include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses. TD Cowen performed certain procedures, including each of the financial analyses described below, and reviewed with the Synchronoss Board certain assumptions on which such analyses were based and other factors, including the historical and projected financial results of Synchronoss. For purposes of the financial analyses described below, the term “adjusted EBITDA” means earnings before interest, taxes, depreciation and amortization, excluding the impact of stock-based compensation expense and certain one-time non-recurring items and including the impact of capitalized software expense, as applicable.

Selected Public Companies Analysis. TD Cowen reviewed selected financial and stock market information of Synchronoss and the following six publicly traded companies with operations in the communications and digital content management software sector of the technology industry that TD Cowen considered generally relevant for purposes of analysis (collectively, the “selected companies”):

TD Cowen reviewed, among other information, enterprise values, calculated as implied equity values based on closing stock prices on November 28, 2025 plus total debt and debt-like items, preferred equity and minority interests (as applicable), less cash and cash equivalents, as multiples of calendar year 2026 estimated revenue and calendar year 2026 estimated adjusted EBITDA. Financial and other data of the selected companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available

information. Financial and other data of Synchronoss were based on financial forecasts, estimates and other information concerning Synchronoss provided by Synchronoss management, public filings and other publicly available information.

The overall low to high calendar year 2026 estimated revenue and calendar year estimated EBITDA multiples observed for the selected companies were 0.8x to 4.1x (with a mean of 2.0x and a median of 1.8x) and 5.8x to 8.7x (with a mean of 6.8x and a median of 6.3x), respectively. TD Cowen applied selected ranges of calendar year 2026 estimated revenue and calendar year 2026 estimated adjusted EBITDA multiples derived from the selected companies of 1.3x to 1.8x and 6.0x to 7.0x, respectively, to corresponding data of Synchronoss.

This analysis indicated the following approximate implied equity value per share reference ranges for Synchronoss, as compared to the $9.00 per share cash consideration provided for in the Merger:

Although the selected companies were used for comparison purposes, none of those companies is directly comparable to Synchronoss. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and other factors that could affect the public trading values of the selected companies or Synchronoss.

Selected Precedent Transactions Analysis. TD Cowen reviewed financial data relating to the following nine selected transactions involving target companies or businesses with operations in the communications and digital content management software sector of the technology industry that TD Cowen considered generally relevant for purposes of analysis (collectively, the “selected transactions”):

TD Cowen reviewed transaction values, based on the consideration paid or payable in the selected transactions plus total debt and debt-like items, preferred equity and minority interests (as applicable), less cash and cash equivalents, as multiples of next 12 months estimated revenue and next 12 months estimated adjusted EBITDA of the target companies or businesses involved in such transactions as of the announcement date of the applicable selected transaction. Financial and other data of the selected transactions were based on public filings and other publicly available information. Financial and other data of Synchronoss were based on financial forecasts, estimates and other information concerning Synchronoss provided by Synchronoss management, public filings and other publicly available information.

The overall low to high next 12 months estimated revenue and next 12 months estimated adjusted EBITDA multiples observed in the selected transactions were 1.1x to 2.8x (with a mean of 1.8x and a median of 2.0x) and 4.7x to 9.0x (with a mean and median of 7.3x), respectively. TD Cowen applied a selected range of next 12 months estimated revenue and next 12 months adjusted EBITDA multiples derived from the selected transactions of 1.3x to 1.8x and 6.0x to 7.5x, respectively, to the next 12 months (as of December 31, 2025) estimated revenue and estimated adjusted EBITDA, respectively, of Synchronoss.

This analysis indicated the following approximate implied equity value per share reference ranges for Synchronoss, as compared to the $9.00 per share cash consideration provided for in the Merger:

Although the selected transactions were used for comparison purposes, none of those transactions or companies or businesses involved in those transactions is directly comparable to the Merger or Synchronoss. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics and other factors that could affect the acquisition or other values of such transactions or the companies or businesses involved in such transactions.

Discounted Cash Flow Analysis. TD Cowen performed a discounted cash flow analysis of Synchronoss by calculating the estimated present value of the standalone unlevered, after-tax free cash flows that Synchronoss was forecasted to generate during the fiscal years ending December 31, 2026 through December 31, 2030 based on financial forecasts, estimates and other information concerning Synchronoss provided by Synchronoss management. For purposes of this analysis, estimated Federal net operating losses of Synchronoss as provided by Synchronoss management were taken into account and stock-based compensation was treated as a cash expense. The implied terminal value of Synchronoss was derived by applying to the normalized unlevered, after-tax free cash flow of Synchronoss for the fiscal year ending December 31, 2030 a selected range of perpetuity growth rates of 3.0% to 5.0%. The present values (as of December 31, 2025) of the cash flows and terminal value were then calculated using a selected range of discount rates of 15.5% to 17.5% derived from a weighted average cost of capital calculation.

This analysis indicated the following approximate implied equity value per share reference range for Synchronoss, as compared to the $9.00 per share cash consideration provided for in the Merger:

TD Cowen also observed certain additional information that was not considered part of its financial analyses with respect to its opinion but was noted for informational purposes, including:

The summary set forth above does not purport to be a complete description of all the analyses performed by TD Cowen. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to partial analysis or summary description. TD Cowen did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, notwithstanding the separate factors summarized above, TD Cowen believes that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all analyses and factors, could create an incomplete view of the process underlying its opinion. In performing its analyses, TD Cowen

made numerous assumptions with respect to industry performance, business and economic conditions and other matters, many of which are beyond the control of Synchronoss. The analyses performed by TD Cowen are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the value of businesses do not purport to be appraisals or to reflect the prices at which businesses or securities may actually be sold. Accordingly, such analyses and estimates are inherently subject to uncertainty and are based upon numerous factors or events beyond the control of the parties or their respective advisors. None of Synchronoss, TD Cowen or any other person assumes responsibility if future results are materially different from those projected. The analyses performed by TD Cowen and its opinion were only one among many factors taken into consideration by the Synchronoss Board in evaluating the $9.00 per share cash consideration provided for in the Merger and should not be considered as determinative of the views of the Synchronoss Board or management with respect to the Merger, the consideration payable in the Merger or otherwise.

TD Cowen was selected by Synchronoss to act as financial advisor to Synchronoss in connection with the Merger because TD Cowen is a nationally recognized investment banking firm and TD Cowen’s familiarity with the business and industry of Synchronoss. As part of its investment banking business, TD Cowen is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes.

TD Cowen is acting as financial advisor to Synchronoss in connection with the Merger and will receive from Synchronoss for such services an aggregate fee currently estimated to be approximately $4.7 million, of which approximately $3.9 million is payable contingent upon consummation of the Merger and the remaining portion was payable in connection with TD Cowen’s opinion regardless of the conclusion reached therein. In addition, Synchronoss has agreed to reimburse TD Cowen’s expenses, including fees and expenses of counsel, and to indemnify TD Cowen for certain liabilities, including liabilities under federal and other securities laws, that may arise out of TD Cowen’s engagement.

As the Synchronoss Board was aware, TD Cowen and/or its affiliates in the past have provided and in the future may provide financial advisory and/or other investment banking services to Synchronoss and/or its affiliates unrelated to the Merger, including during the approximate two-year period preceding the date of TD Cowen’s opinion, having acted as financial advisor to Synchronoss in connection with certain debt refinancings, for which services during such two-year period TD Cowen and/or its affiliates received aggregate fees of approximately $6.4 million. Additionally, as the Synchronoss Board was aware, a senior managing director of TD Cowen (who is not a member of the financial advisory team assisting Synchronoss in connection with the Merger) is a member of the board of directors and holds securities of an entity that is a significant stockholder of Synchronoss. As the Synchronoss Board also was aware, certain affiliates of TD Cowen in the past have provided, currently are providing and in the future may provide services to Lumine Group and/or its affiliates, including during the approximate two-year period preceding the date of TD Cowen’s opinion, having acted or acting as a lender under certain credit facilities, for which services during such two-year period such affiliates received aggregate fees of less than $5 million. Additionally, certain affiliates of TD Cowen expect to receive fees with respect to a recently closed credit facility for an affiliate of Lumine Group, which fees have not yet been determined and could be similar in amount to, or materially differ from, previously received fees.

TD Cowen and its affiliates provide investment and commercial banking, lending, asset management and other financial and non-financial services to a wide range of corporations and individuals and, as part of their investment banking business, are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In the ordinary course of business, TD Cowen and/or its affiliates or employees hold or at any time may hold long or short positions, and trade or may trade or otherwise effect transactions, in debt, equity, equity-linked and/or other securities or loans of Synchronoss, Parent and/or their respective affiliates for the accounts of TD Cowen and/or its affiliates or employees and for the accounts of customers. As of November 29, 2025, TD Cowen and/or certain of its affiliates held, based on publicly available information, less than 0.05% of the common stock of Lumine Group and certain of its affiliates. TD Cowen and its affiliates also conduct research on securities and may, in the

ordinary course of business, provide research reports and investment advice to their clients on investment matters, including matters with respect to the Merger or Synchronoss, Lumine Group and/or their respective affiliates. The issuance of TD Cowen’s opinion was approved by TD Cowen’s fairness opinion review committee.

Synchronoss does not as a matter of course issue public financial projections as to future performance or earnings beyond the then current fiscal year or issue public financial projections for extended periods given the unpredictability of the underlying assumptions and estimates. However, in connection with its strategic review process, including its evaluation of the Merger Agreement and the transactions contemplated thereby as described in this Proxy Statement, in November 2025, the Synchronoss Board directed senior management to prepare the Financial Projections set forth below (as defined in the section of this Proxy Statement captioned “The Merger—Background of the Merger”), which were used by the Synchronoss Board in its evaluation of the Merger and were provided to Synchronoss’ financial advisor, TD Cowen, for its use and reliance in connection with its financial analyses and opinion, as more fully described in the section of this Proxy Statement entitled “The Merger – Opinion of Financial Advisor to Synchronoss”. The Financial Projections also were provided to Lumine Group in connection with the transaction. To give Synchronoss stockholders access to certain non-public information that was available to the Synchronoss Board at the time of the evaluation of the Merger and the Merger Agreement, Synchronoss’ senior management has included these projections below, subject to the following qualifications and cautionary statements.

Synchronoss management prepared the Financial Projections set forth below based on historical financial statements and various assumptions and estimates related to future results that it believed to be reasonable at the time of preparation of the Financial Projections, including assumptions and estimates relating to revenue growth, gross margin percentages, operating expenses, selling, general and administrative expenses, capital expenditures and related depreciation and amortization, and other relevant factors relating to Synchronoss’ long-range operating plan. The foregoing is a summary of certain key assumptions and estimates and does not purport to be a comprehensive overview of all assumptions and estimates reflected in the Financial Projections prepared by Synchronoss senior management.

When discussing the Financial Projections, the Synchronoss Board and senior management discussed a range of possible assumptions and estimates related to future results. The Synchronoss Board and senior management concluded that the Financial Projections set forth below were, at the time of preparation, based on the most reasonable assumptions and estimates related to future results and were, at the time of preparation, the most reliable representation of future operating results, subject to the qualifications described herein.

The Financial Projections set forth below, while presented with numerical specificity, necessarily were based on numerous assumptions and estimates that are inherently uncertain. Since the Financial Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. In addition, the Financial Projections would be affected by Synchronoss’ ability to achieve strategic goals, objectives and targets over the applicable periods. The assumptions upon which the Financial Projections were based necessarily involve subjective judgments with respect to, among other things, future economic, competitive and regulatory conditions, potential changes in customer operations, and financial market conditions, all of which are difficult to predict and many of which are beyond Synchronoss’ control. The Financial Projections also reflect assumptions as to certain business decisions that are subject to change. As such, there can be no assurance that the Financial Projections will be realized or that actual results will not be significantly higher or lower than those forecasted in the Financial Projections.

The inclusion of the Financial Projections in this Proxy Statement should not be regarded as an indication that Synchronoss, the Synchronoss Board, any of their respective affiliates, advisors or other representatives or any other recipient of this information considered, or now considers, such projections to be predictive of actual future results or events, and this information should not be relied upon as such. The inclusion of the Financial Projections herein should not be deemed an admission or representation by Synchronoss that they are viewed by Synchronoss as material information of Synchronoss. No representation is made by Synchronoss or any other person to any Synchronoss stockholder regarding the Financial Projections or the ultimate performance of Synchronoss compared to such information. The Financial Projections do not take into account any transactions, circumstances or events occurring after the date they were prepared and have not been updated since their date of preparation. They should not be utilized as public guidance and will not be provided in the ordinary course of Synchronoss’ business in the future.

The Financial Projections did not give effect to any changes or expenses as a result of the Merger Agreement, the Merger or other transactions contemplated by the Merger Agreement, or any other effects of such matters. The Financial Projections were prepared solely for internal use and were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. generally accepted accounting principles. No independent registered public accounting firm, has examined, compiled, nor performed any procedures with respect to the Financial Projections.

The Financial Projections are not included in this document to influence the decision of Synchronoss stockholders whether to vote in favor of adoption of the Merger Agreement, but rather because such Financial Projections were provided to the Synchronoss Board, Synchronoss’ financial advisor and Lumine Group in connection with the Merger. The information from the Financial Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Synchronoss contained in Synchronoss’ public filings with the SEC.

All financial projections are forward-looking statements. These and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in Synchronoss’ most recent Annual Report on Form 10-K. Please refer to discussion entitled “Forward-Looking Statements” on page 18.

In light of the foregoing factors and the uncertainties inherent in the Financial Projections, Synchronoss stockholders are cautioned not to place undue, if any, reliance on the Financial Projections included in this Proxy Statement, including in making a decision as to whether to vote in favor of adoption of the Merger Agreement.

The following is a summary of the Financial Projections:

BY INCLUDING IN THIS PROXY STATEMENT A SUMMARY OF THE FINANCIAL PROJECTIONS, SYNCHRONOSS UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS CHANGE OR ARE SHOWN TO NO LONGER BE APPROPRIATE, EXCEPT AND ONLY TO THE EXTENT THAT MAY BE OTHERWISE REQUIRED BY APPLICABLE LAW.

As discussed in the section of this Proxy Statement captioned “The Merger—Background of the Merger”, in December 2024, in connection with the preparation of marketing materials for its strategic transaction process, Synchronoss’ senior management developed a set of financial projections to be shared with prospective bidders covering the fiscal years ending December 31, 2025 through December 31, 2029, which we refer to herein as the “Marketing Projections”. Unlevered Free Cash Flow amounts were not calculated for the Marketing Projections. While Synchronoss’ senior management believes that the assumptions and estimates related to future results used in the Financial Projections prepared in November 2025 were, at the time of preparation of the Financial

Projections, more reasonable and reliable than those used for preparation of such Marketing Projections, because the Marketing Projections were shared with prospective bidders, including Lumine Group, Synchronoss has included such Marketing Projections below, subject to all of the foregoing qualifications and cautionary statements applicable to the Financial Projections. The Synchronoss Board did not rely, and TD Cowen was directed not to rely, on the Marketing Projections for purposes of evaluating the Merger.

In light of the foregoing factors and the uncertainties inherent in the Marketing Projections, Synchronoss stockholders are cautioned not to place undue, if any, reliance on the Marketing Projections included in this Proxy Statement, including in making a decision as to whether to vote in favor of adoption of the Merger Agreement.

The following is a summary of the Marketing Projections:

BY INCLUDING IN THIS PROXY STATEMENT A SUMMARY OF THE MARKETING PROJECTIONS, SYNCHRONOSS UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THE MARKETING PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THE MARKETING PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE MARKETING PROJECTIONS CHANGE OR ARE SHOWN TO NO LONGER BE APPROPRIATE, EXCEPT AND ONLY TO THE EXTENT THAT MAY BE OTHERWISE REQUIRED BY APPLICABLE LAW.

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by stockholders.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions, as well as those described in the footnotes to the table in the section below captioned “—Golden Parachute Compensation” were used:

The Merger Agreement provides that Synchronoss’ equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment at the Effective Time:

Each Company Stock Option, whether vested or unvested, shall be cancelled at the Effective Time and converted automatically into the right to receive, as soon as practicable after the Effective Time, an amount in cash determined by multiplying (x) the excess, if any, of the Merger Consideration over the applicable exercise price of such option by (y) the number of shares of Synchronoss Common Stock subject to such Company Stock Option, less all applicable tax withholdings. Each Company Stock Option with an exercise price per share equal to or greater than the Merger Consideration will be cancelled without consideration.

As of the Record Date, there were [  ] outstanding Company Stock Options which options were “in-the-money” (that is, with an exercise price less than the Merger Consideration), [  ] of which were held by our directors and executive officers.

As of the Record Date, there were outstanding Company RSAs (rights to receive Synchronoss shares), [  ] of which were held by our directors and executive officers. Each Company RSA (or any portion thereof) that is outstanding immediately prior to the Effective Time (including any Company RSAs which are subject to performance conditions that have not been satisfied at the Effective Time, which shall be deemed satisfied in accordance with (and to the extent provided by) the terms of Synchronoss’ equity plans and applicable award agreements in connection with the Merger, as defined herein) shall be cancelled at the Effective Time and converted automatically into the right to receive, as soon as practicable after the Effective Time an amount in cash (without interest) equal to (A) the Merger Consideration multiplied by (B) the number of shares of Synchronoss Common Stock subject to each such Company RSA, less all applicable tax withholdings.

As of the Record Date, there were outstanding Company PBCUs, [   ] of which were held by our executive officers. Each Company PBCU (or any portion thereof) that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be cancelled at the Effective Time and converted automatically into the right to receive, as soon as practicable after the Effective Time, an amount in cash equal to (A) the Merger Consideration multiplied by (B) the number of shares of Synchronoss Common Stock subject to such Company PBCU based on the achievement of the target performance criteria set forth in the applicable award agreement immediately prior to the Effective Time, less all applicable tax withholdings.

Non-employee members of the Board of Directors receive equity awards in consideration of their service on the Board of Directors. All such awards will vest in full upon the Effective Time and will be cancelled and/or paid out as described above.

The following table sets forth the number of shares of Synchronoss Common Stock and the number of shares of Synchronoss Common Stock underlying Company Stock Options that have an exercise price per share that is less than the Merger Consideration (assuming no Company Transaction Expense Overage) that are currently held by each of Synchronoss’ executive officers and non-employee directors, in each case that either are currently vested or that will or may vest in connection with the Merger, assuming that the Effective Time occurs on January 30, 2026. The table also sets forth the value of these shares and Company Stock Options based on the Merger Consideration (assuming no Company Transaction Expense Overage and, minus the applicable exercise price for the Company Stock Options). Other than as set forth in the table below, the remaining number of shares of Synchronoss Common Stock underlying Company Stock Options and the value of such Company Stock Options that are held by Synchronoss’ executive officers and non-employee directors have not been included in the table below because none of such Company Stock Options have an exercise price per share that is less than the Merger Consideration and will be cancelled in connection with the Merger for no consideration.

The following table sets forth the number of Company PBCUs that are currently held by each of Synchronoss’ executive officers that either are currently vested or that will or may vest in connection with the Merger, assuming achievement of the target performance criteria set forth in the applicable award agreement and that the Effective Time occurs on January 30, 2026. The table also sets forth the value of these Company PBCUs based on the Merger Consideration (assuming no Company Transaction Expense Overage).

The following table sets forth the amount of performance-based cash awards that will be paid to each of Synchronoss’ executive officers in connection with the Merger, assuming that the Effective Time occurs on January 30, 2026. The performance-based cash awards will be cancelled in connection with the Merger and the holder will be eligible to receive an amount in cash equal to the aggregate cash amount payable pursuant to such performance-based cash award based on the achievement of the target performance criteria set forth in the applicable award agreement. This cash payment will be paid shortly following the closing of the Merger.

Mr. Miller entered into an employment agreement with the Company in March 2021 (the “Employment Agreement”). Pursuant to his Employment Agreement, Mr. Miller will be eligible to receive severance benefits if he is subject to an “involuntary termination” (as defined in the Employment Agreement), contingent on him signing and not revoking a general release of all claims against the Company. The Employment Agreement provides that if he is subject to an involuntary termination that occurs within 120 days prior to, or 24 months following, a “change in control” (as defined in the Employment Agreement), Mr. Miller will be eligible to receive a lump sum severance payment equal to (i) 2.99 times his base salary in effect at the time, (ii) two times his average bonus received in the immediately preceding two years, plus (iii) an amount equal to 24 times the monthly amount the Company was paying on behalf of Mr. Miller and his eligible dependents with respect to the Company’s group health insurance plans in which Mr. Miller and his eligible dependents were participants as of the date of termination. In addition, unless otherwise set forth in the applicable grant agreement, his outstanding stock options, restricted stock awards, and other equity awards granted by the Company shall accelerate and be fully vested (other than performance-related restricted stock awards that are tied to performance after the change of control). The amount of these severance benefits shall be reduced by the amount of severance pay or pay in lieu of notice that Mr. Miller receives from the Company under any applicable federal or state statute.

Mr. Miller’s Employment Agreement also provides for alternative benefits upon an involuntary termination of service that occurs prior to the 120 days before, or after 24 months following, the occurrence of a change in control or upon his death or disability.

Each of Messrs. Ferraro and Doran and Ms. Gabrys are eligible participants of our Tier One Employment Plan (collectively referred to as the “Employment Arrangements”). Under the Employment Arrangements, each named executive officer will be eligible to receive severance benefits if he or she is subject to an “involuntary termination” (as defined in the Employment Arrangement) contingent on him or her signing and not revoking a general release of all claims against the Company.

The Employment Arrangements provide that if a named executive officer is subject to an involuntary termination that occurs within the 120 days prior to or 24 months following a “change in control” (as defined in the Employment Arrangement), the named executive officer will be eligible to receive a lump sum severance payment equal to (i) two times his or her base salary in effect at the time, (ii) two times his or her average bonus received in the immediately preceding two years, plus (iii) an amount equal to 18 times the monthly amount the Company was paying on behalf of the named executive officer and their eligible dependents with respect to the Company’s group health insurance plans in which their dependents were participants as of the date of termination. The amount of these severance benefits shall be reduced by the amount of severance pay or pay in lieu of notice that the named executive officer receives from the Company under any applicable federal or state statute. In addition, unless otherwise set forth in an applicable grant agreement, all stock options, restricted stock awards (other than performance related restricted stock awards tied to performance after the change in control), and other time-based equity awards granted by the Company and held by the named executive officer shall accelerate and be fully vested.

The Employment Arrangements also provide for alternative benefits upon an involuntary termination of service that occurs prior to the 120 days before, or after 24 months following, the occurrence of a change in control or upon the named executive officer’s death or disability.

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to each of our named executive officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation. The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger was consummated on January 30, 2026, and that the employment of each of the named executive officers was immediately subject to an involuntary termination. Synchronoss’ executive officers will not receive pension, non-qualified deferred compensation, tax reimbursement

or other benefits in connection with the Merger. Some of the amounts set forth in the table would be payable solely by virtue of the consummation of the Merger. In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below. 

The amounts set forth below are estimates of amounts that would be payable to the named executive officers using the assumptions described above under the section captioned “The Merger—Interests of Synchronoss’ Directors and Executive Officers in the Merger—Certain Assumptions.” These estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this Proxy Statement. All dollar amounts set forth below have been rounded. Some of the assumptions are based on information not currently available, and as a result the actual amounts, if any, to be received by a named executive officer may differ in material respects.

From and after the Effective Time, Parent shall cause the Surviving Corporation to, fulfill and honor in all respects the obligations of Synchronoss pursuant to any indemnification, exculpation or advancement of expenses or similar agreement by Synchronoss or any of its subsidiaries in favor of any Indemnified Person (as defined below) (the “Indemnification Agreements”) (and all other indemnification agreements of Synchronoss that are on terms substantially similar to the Indemnification Agreements) and any indemnification, exculpation or advancement of expenses provisions under the certificate of incorporation or bylaws of Synchronoss (or comparable organizational documents of its subsidiaries) in effect as of the date of the Merger Agreement; provided, that such obligations shall be subject to any limitation imposed from time to time under applicable law.

Prior to the Effective Time, Synchronoss shall, and for six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide officers’ and directors’ liability, fiduciary liability and similar insurance (collectively, “D&O Insurance”) in respect of acts or omissions occurring prior to the Effective Time covering each person who is or was prior to the Effective Time an officer or director of Synchronoss or its subsidiaries and each person who is now or was prior to the Effective Time an officer or director of Synchronoss or its subsidiaries who served as a fiduciary under or with respect to any employee benefit plan of Synchronoss or its subsidiaries (each an “Indemnified Person”) covered as of the date of the Merger Agreement by Synchronoss’ D&O Insurance policies on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date of the Merger Agreement as well as covering claims brought against each Indemnified Person under ERISA; provided, that, the Surviving Corporation shall not be obligated to pay annual premiums in the aggregate in excess of 250% of the amount per annum Synchronoss paid in its last full fiscal year (provided, that if the annual premium of such insurance coverage exceeds such amount, Parent or the Surviving Corporation shall be obligated to obtain the most advantageous policies available for an annual premium equal to such amount). Notwithstanding the foregoing, at any time Parent or the Surviving Corporation may, and prior to the time the Requisite Company Vote is obtained, Synchronoss may purchase a “tail” directors’ and officers’ liability insurance policy, covering the same persons and providing the same terms with respect to coverage and premium amount as aforesaid, and that by its terms shall provide coverage until the sixth annual anniversary of the Effective Time, and upon the purchase of such insurance Parent’s and the Surviving Corporation’s obligations shall be deemed satisfied for so long as such insurance is in full force and effect and covers the matters that would otherwise be covered pursuant to the foregoing; Parent and the Surviving Corporation shall not cancel any D&O Insurance (including any “tail” directors’ and officers’ liability insurance policy) during its term.

The rights of each Indemnified Person set forth above shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to which each Indemnified Person is entitled, whether pursuant to law, contract or otherwise. The obligations of Parent and the Surviving Corporation shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom the foregoing provisions apply without the consent of such affected Indemnified Person. Parent shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by an Indemnified Person in enforcing the indemnity and other obligations provided pursuant to the foregoing provisions.

If (1) Parent, the Surviving Corporation or any of its successors or assigns (x) consolidates with or merges into any other person and shall not be the continuing or the surviving corporation or entity of such consolidation or merger, or (y) transfers or conveys all or substantially all of its properties and assets to any person or (2) Parent or any of its successors or assigns dissolves the Surviving Corporation, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth above.

As of the date of this Proxy Statement, none of our executive officers has entered into any new agreement or arrangement with Synchronoss, Parent or any of their affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates, and under the Merger Agreement, any such agreement would require the approval of Synchronoss. The Merger is not conditioned upon any Synchronoss executive officer agreeing to remain with the Surviving Corporation.

The closing of the Transactions will take place no later than the third business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to closing of the Transactions (as described under the section of this Proxy Statement captioned “The Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions.

If the Merger Agreement is adopted by Synchronoss’ stockholders, holders and beneficial owners of Synchronoss Common Stock that do not vote in favor of the proposal to adopt the Merger Agreement and who

properly exercise and perfect their demand for appraisal of their shares in accordance with Section 262 will be entitled to appraisal rights in connection with the Merger.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached as Annex D to this Proxy Statement and incorporated by reference herein. To the extent there are any inconsistencies between the foregoing summary and Section 262, the DGCL will govern. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262. If you hold your shares of Synchronoss Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for submitting a demand for appraisal on your behalf.

Persons who exercise appraisal rights under Section 262 will not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will instead receive an amount determined to be the “fair value” of their shares of Synchronoss Common Stock following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their shares of Synchronoss Common Stock determined under Section 262 could be more than, the same as or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

Under Section 262, holders and beneficial owners of shares of Synchronoss Common Stock who do not vote in favor of the proposal to adopt the Merger Agreement, who continuously hold or own such shares through the Effective Time, and who otherwise follow the procedures set forth in Section 262 will be entitled to the appraisal by the Delaware Court of Chancery of the fair value of their shares of Synchronoss Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value of the shares from the effective date of the Merger through the date of payment of the judgment. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and subject to the following sentence, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date and the day of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than twenty (20) days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This Proxy Statement constitutes Synchronoss’ notice to its stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached as Annex D to this Proxy Statement. In connection with the Merger, any holder or beneficial owner of Synchronoss Common Stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex D carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A holder or beneficial owner of Synchronoss Common Stock who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Synchronoss Common Stock, Synchronoss believes that if a holder or beneficial owner of Synchronoss Common Stock is considering exercising such holder’ or beneficial owner’ appraisal rights, such holder or beneficial owner should seek the advice of legal counsel.

Holders and beneficial owners of Synchronoss Common Stock wishing to exercise the right to seek an appraisal of their shares of Synchronoss Common Stock must do ALL of the following:

Any holder or beneficial owner of shares of Synchronoss Common Stock wishing to exercise appraisal rights must deliver to Synchronoss, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to the stockholders, a written demand for the appraisal of such holder’s or beneficial owners shares, and such holder or beneficial owner must not submit a blank proxy or vote in favor of the proposal to adopt the Merger Agreement. A holder or beneficial owner of shares of Synchronoss Common Stock wishing to exercise appraisal rights must continuously hold or own the shares on the date the written demand for appraisal is made and must continue to hold or own the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will be, unless revoked, voted in favor of the proposal to adopt the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the proposal to adopt the Merger Agreement, or abstain from voting on the proposal to adopt the Merger Agreement. A stockholder who wishes to exercise appraisal rights may instead not vote its shares, and a beneficial owner who wishes to exercise appraisal rights may fail to provide instructions to such owner’s bank, broker or other nominee. However, neither voting (or providing voting instructions) against the proposal to adopt the Merger Agreement nor abstaining from voting or failing to vote (or provide voting instructions) on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the proposal to adopt the Merger Agreement. A proxy or vote against the proposal to adopt the Merger Agreement will not constitute a demand. The failure by a holder or beneficial owner of Synchronoss Common Stock to make the written demand prior to the taking of the vote on the proposal to adopt the Merger Agreement at the Special Meeting of Synchronoss stockholders will constitute a waiver of appraisal rights.

A demand for appraisal must be executed by or on behalf of the Synchronoss stockholder of record or beneficial owner, as applicable, and must reasonably inform Synchronoss of the identity of the Synchronoss stockholder of record or beneficial owner and that the Synchronoss stockholder intends to demand appraisal of his, her or its shares of Synchronoss Common Stock. In addition, in the case of a demand for appraisal made by a beneficial owner, the demand must (a) reasonably identify the holder of record of the shares for which the

demand is made, (b) provide documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provide an address at which such beneficial owner consents to receive notices given by Synchronoss and to be set forth on the verified list of persons who have demanded appraisal for their shares pursuant to Section 262(f) of the DGCL. A holder of record, such as a bank, broker or other nominee, who holds shares of Synchronoss Common Stock as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the holder of record.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to Synchronoss Technologies, Inc., 200 Crossing Boulevard, Eighth Floor, Bridgewater, New Jersey 08807, Attention: Secretary, and must be delivered before the vote on the Merger Agreement is taken at the Special Meeting and should be executed by, or on behalf of, the record holder or beneficial owner of the shares of Synchronoss Common Stock, as applicable.

If a person who has made a demand for appraisal in accordance with Section 262 delivers to the Surviving corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares, either within 60 days after the effective date of the Merger or thereafter with the written approval of the Surviving Corporation, the right of the person to an appraisal of the shares subject to the withdrawal will cease. Notwithstanding the foregoing, an appraisal proceeding in the Court of Chancery will not be dismissed as to any person without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just, including, without limitation, a reservation of jurisdiction for any application to the Court made under Section 262(j); provided that a person who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and to accept the consideration offered pursuant to the Merger Agreement within 60 days after the effective date of the Merger.

If the Merger is completed, within ten (10) days after the Effective Time, the Surviving Corporation will notify each holder of Synchronoss Common Stock who has complied with Section 262, and who has not voted in favor of the proposal to adopt the Merger Agreement, that the Merger has become effective and the effective date thereof.

Within one hundred twenty (120) days after the Effective Time, but not thereafter, the Surviving Corporation or any holder or beneficial owner of Synchronoss Common Stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a holder or beneficial owner of Synchronoss Common Stock, demanding a determination of the fair value of the shares held by all holders or beneficial owners of shares of Synchronoss Common Stock entitled to appraisal. The Surviving Corporation is under no obligation to and has no present intention to file a petition, and holders and beneficial owners of Synchronoss Common Stock should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of shares of Synchronoss Common Stock. Accordingly, any holders or beneficial owners of Synchronoss Common Stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of shares of Synchronoss Common Stock within the time and in the manner prescribed in Section 262. The failure of a holder or beneficial owner of Synchronoss Common Stock to file such a petition within the period specified in Section 262 could nullify the holder’s or beneficial owner’s previous written demand for appraisal.

Within one hundred twenty (120) days after the Effective Time, any holder or beneficial owner of Synchronoss Common Stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the proposal to adopt the Merger Agreement and with respect to which Synchronoss has received demands for appraisal and the aggregate number of holders or beneficial owners of such shares. For purposes of the aggregate number of holders or beneficial owners of such shares, in cases where

a beneficial owner has made a demand in such beneficial owner’s own name, the record holder of such shares will not be considered a separate stockholder. The Surviving Corporation must mail this statement to the requesting stockholder or beneficial owner entitled to the statement within ten (10) days after receipt of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a holder or beneficial owner of shares of Synchronoss Common Stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within twenty (20) days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. At the hearing on the petition, the Court of Chancery shall determine the persons who have complied with Section 262 and who have become entitled to appraisal rights. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares and who hold stock represented by certificates to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder. In addition, because shares of Synchronoss Common Stock are and will be listed on a national securities exchange immediately before the effectiveness of the Merger, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Synchronoss Common Stock, or (2) the value of the consideration provided in the merger for such total number of shares exceeds $1 million.

After determining the holders of Synchronoss Common Stock entitled to appraisal, the Delaware Court of Chancery will appraise the fair value of the shares of Synchronoss Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. Although Synchronoss believes that the Merger Consideration is fair, no representation is made as to the outcome of

the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Synchronoss nor Parent anticipates offering more than the Merger Consideration to any stockholder of Synchronoss exercising appraisal rights, and each of Synchronoss and Parent reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the fair value of a share of Synchronoss Common Stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of shares of Synchronoss Common Stock under Section 262 fails to perfect, or loses, his or her appraisal rights, or successfully withdraws such demand for appraisal, the stockholder’s shares of Synchronoss Common Stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration applicable to the shares. A stockholder will fail to perfect, or lose, his or her appraisal rights, or effectively withdraw a demand for appraisal, if no petition for appraisal is filed within one hundred twenty (120) days after the Effective Time or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Merger Consideration in accordance with Section 262.

From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote Synchronoss Common Stock for any purpose, or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Synchronoss Common Stock, if any, payable to stockholders of Synchronoss of record as of a time prior to the Effective Time; provided, however, that, if no petition for an appraisal is filed, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within sixty (60) days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder of Synchronoss without the approval of the Delaware Court of Chancery.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder of Synchronoss wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

The following discussion is a summary of material U.S. federal income tax consequences of the Merger that are relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of Synchronoss Common Stock whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or differing interpretations, possibly with retroactive effect.

This discussion is limited to holders who hold their shares of Synchronoss Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This discussion does not describe any of the tax consequences arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate or gift taxation) or the alternative minimum tax or the Medicare net investment income surtax that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Synchronoss Common Stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Synchronoss Common Stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Merger described below. No assurance can be given that the IRS will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the IRS in the event of litigation.

HOLDERS ARE URGED TO CONSULT WITH THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR SITUATIONS, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Synchronoss Common Stock that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Synchronoss Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one (1) year at the time of the completion of the Merger and otherwise will be a short-term capital gain or loss. A reduced tax rate on capital gain currently applies to long-term capital gain of a non-corporate U.S. Holder (including individuals). There are limitations on the deductibility of capital losses. If a U.S. Holder acquired different blocks of common stock at different times or different prices, such U.S. Holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of common stock.

A U.S. Holder may be subject to information reporting and backup withholding (at a current rate of 24%) in connection with the Merger. In order to avoid backup withholding, a U.S. Holder that does not otherwise establish an exemption should furnish a correct taxpayer identification number, certify that it is not subject to backup withholding on a properly completed and executed IRS Form W-9 and otherwise comply with backup withholding rules.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of Synchronoss Common Stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Special rules not discussed below may apply to certain Non-U.S. Holders subject to special tax treatment such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S. Holders should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them in light of their particular circumstances.

In general, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Payments made to Non-U.S. Holders in the Merger may be subject to information reporting and backup withholding (at a current rate of 24%). Non-U.S. Holders generally can avoid backup withholding and information reporting by providing the paying agent with the applicable and properly completed and executed IRS Form W-8 certifying the holder’s non-U.S. status or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

ALL HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE MERGER, INCLUDING THE EFFECT OF U.S. FEDERAL, STATE AND LOCAL TAX LAWS OR NON-U.S. TAX LAWS.

THE FOREGOING SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE TAX ADVICE. ALL HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL NON-INCOME TAX RULES, OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION.

Synchronoss and Parent have agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the Merger and the other Transactions. These approvals may include (i) the expiration or early termination of the applicable waiting period under the HSR Act; (ii) mandatory or voluntary notification to the Committee on Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950 (codified at 50 U.S.C. § 4565) (as amended, and all rules and regulations promulgated thereunder, collectively, the “DPA”); and (3) any other required approvals under any foreign or other antitrust or foreign direct investment regulation law. However, the Parties do not believe that the transaction currently meets the jurisdictional requirements for any such required approvals.

Under the HSR Act and the rules promulgated thereunder, certain acquisitions cannot be completed until the parties file a notification and report form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of the waiting period following the parties’ filing of their respective HSR Act notifications (typically a thirty (30)-day period) or the early termination of that waiting period.

At any time before or after consummation of the Merger, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state could take such action under the antitrust laws as it deems necessary. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

Under the DPA, the President of the United States, acting on his own or through CFIUS, an inter-agency committee chaired by the Secretary of the Treasury and composed of officials from the Departments of Commerce, Defense, Energy, Homeland Security, Justice, State, Treasury and other Executive Branch offices, is authorized to review transactions involving foreign persons that could result in control of a U.S. business engaged in interstate commerce in the United States (or, for certain U.S. businesses, investments by foreign persons that do not result in control of the U.S. business) if the President determines that there is credible evidence that the transaction threatens to impair the national security of the United States, and if other provisions of existing law do not provide adequate and appropriate authority to protect national security. If a voluntary declaration or mandatory notification is made, CFIUS may clear a proposed transaction unconditionally or impose mitigation requirements as a condition of such clearance. CFIUS may also recommend that the President issue an executive order prohibiting a transaction or requiring a divestiture.

Pursuant to the DPA, a party or parties to a proposed transaction may voluntarily submit a notification of such transaction to CFIUS. The President or CFIUS may also initiate a review of a transaction on their own initiative, without any submission by the parties.

Although Synchronoss and Parent believe that review under the HSR Act is not required and that a filing with CFIUS is not required or advisable in connection with the Merger, one or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation or may seek to restrain or enjoin the

Merger. Third parties may also seek to litigate to enjoin the Merger. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals (to the extent applicable), or whether any such approvals will ultimately be obtained, and there may be a substantial period of time between the approval by stockholders and the completion of the Merger.

We cannot assure you that any required regulatory clearances and approvals will be timely obtained, obtained at all, or that the granting of any required regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to Synchronoss, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that the consummation of the Merger is not made illegal or otherwise prohibited by any law or order of any governmental authority of competent jurisdiction. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected timeframe.

This Section describes the material provisions of the Merger Agreement. The description in this summary section and elsewhere in this Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Merger Agreement, a copy of which is attached to this Proxy Statement as Annex A and incorporated into this Proxy Statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this Proxy Statement. This section is not intended to provide you with any factual information about us. That information can be found elsewhere in this Proxy Statement and in the public filings we make with the SEC, as described in the section captioned “Where You Can Find More Information.” Capitalized terms used in this section but not defined in this Proxy Statement have the meanings ascribed to them in the Merger Agreement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Synchronoss, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Parent and Merger Sub by Synchronoss in connection with the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk among Synchronoss, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Synchronoss, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Synchronoss, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential Disclosure Schedule (as defined below) to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Synchronoss, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Synchronoss and our business.

The Merger Agreement provides that, subject to the terms and conditions, set forth in the Merger Agreement, and in accordance with the DGCL, at the Effective Time, (1) Merger Sub will be merged with and into Synchronoss, with Synchronoss continuing as a wholly owned subsidiary of Parent following the Merger and (2) the separate corporate existence of Merger Sub will cease.

Effective as of the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, and, except as determined by Parent or Merger Sub prior to the Effective Time, the officers of Synchronoss immediately prior to the Effective Time will be the officers of the Surviving Corporation, in each case until their successors have been duly elected or appointed and qualified or until their earlier of their death, resignation or removal.

At the Effective Time, the certificate of incorporation of Synchronoss as the Surviving Corporation will be amended and restated in the form attached as Exhibit A to the Merger Agreement until thereafter amended in accordance with applicable law and the applicable provisions of such certificate, and, except as determined by Parent or Merger Sub prior to the Effective Time, the bylaws of the Surviving Corporation will be amended and

restated to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by law, the certificate of incorporation of the Surviving Corporation and such bylaws.

Following the completion of the Merger, Synchronoss Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act and will cease to be publicly traded.

The closing of the Transactions will take place no later than the third (3rd) business day following the satisfaction or (to the extent permitted by law) waiver of all conditions to closing of the Transactions (described below under the section captioned “The Merger Agreement—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing of the Transactions) or such other time agreed to in writing by Parent and Synchronoss. The Merger will become effective upon the filing of the certificate of merger, or at such later time as is agreed by the parties and specified in the certificate of merger.

At the Effective Time, each outstanding share of common stock (other than Company RSAs and shares (1) owned by Parent or Merger Sub or any of their respective wholly owned subsidiaries; (2) held by Synchronoss as treasury stock; and (3) held by stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Merger Consideration (which is $9.00 per share in cash, minus the Per Share Company Transaction Expense Overage, if any). All shares converted into the right to receive the Merger Consideration will automatically be cancelled at the Effective Time. The stockholders exercising appraisal rights will be entitled to receive payment of the appraised value provided under the DGCL as described under the section captioned “Appraisal Rights.”

The Merger Agreement provides that Synchronoss’ equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment at the Effective Time:

On the closing date, Parent will deposit or cause to be deposited with the paying agent cash constituting an amount equal to the aggregate Merger Consideration to stockholders.

Promptly after the Effective Time, Parent will cause the paying agent to mail to each holder of record of Synchronoss Common Stock as of immediately prior to the Effective Time whose shares were converted into the right to receive Merger Consideration a letter of transmittal together with instructions. Upon receipt of (i) in the case of shares of Synchronoss Common Stock represented by a stock certificate, a surrendered certificate or certificates in respect of such shares together with the signed letter of transmittal or (ii) in the case of shares of Synchronoss Common Stock held in book-entry form, the receipt of an “agent’s message” by the paying agent, and in each case, together with such other documents as may be reasonably required by the paying agent, the holder of such shares will be entitled to receive in exchange the Merger Consideration without interest. The amount of any Merger Consideration paid to the stockholders may be reduced by any applicable withholding taxes.

If any cash deposited with the paying agent remains undistributed to holders of Synchronoss Common Stock six (6) months after the Effective Time, such cash (including any interest received) will be delivered to Parent or one of its affiliates upon demand, and any holder of Synchronoss Common Stock who has not complied with the exchange procedures in the Merger Agreement will look only to the Surviving Corporation and Parent for payment of its claim for the Merger Consideration, without any interest.

If any stock certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such stock certificate to be lost, stolen or destroyed (and if required by Parent, the posting of the person of a bond, in a reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to the stock certificate), the paying agent will, in exchange for the lost, stolen or destroyed stock certificate, pay the Merger Consideration deliverable pursuant to the Merger Agreement.

The Merger Agreement contains representations and warranties of Synchronoss, Parent and Merger Sub.

Certain of the representations and warranties in the Merger Agreement made by Synchronoss are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the Merger Agreement, “Material Adverse Effect” means any event, occurrence, condition, circumstance, development, state of facts, change or effect (each an “Effect”), that (A) individually or when taken together with all other Effects, has had a material adverse effect on or would reasonably be expected to have a material adverse effect on the business, financial condition, operations or results of operations of Synchronoss and Synchronoss Subsidiaries, taken as a whole or (B) would, or would reasonably be expected to, prevent materially delay or materially impair the consummation by Synchronoss of the Transactions in accordance with the terms thereof; provided, that, in the case of clause (A) only, none of the following Effects shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect:

However, an Effect described in any of clauses (i)-(iii), (v) and (vi) above may be taken into account to the extent Synchronoss and its subsidiaries are materially disproportionately affected thereby relative to their peers in the same industries in which they operate (in which case the incremental materially disproportionate impact or impacts may be taken into account in determining whether there has been a Material Adverse Effect), and that an Effect described in clause (v) may only be taken into account the extent Synchronoss and its subsidiaries are materially disproportionately affected relative to other peers in the same geography where Synchronoss and its subsidiaries operate.

In the Merger Agreement, Synchronoss has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or attached confidential Disclosure Schedule (the “Disclosure Schedule”). These representations and warranties relate to, among other things:

In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to Synchronoss that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

None of the representations and warranties contained in the Merger Agreement survives the consummation of the Merger.

The Merger Agreement provides that, except as (v) contemplated or permitted by the Merger Agreement, (w) as required by applicable laws or any governmental authority (x) with the prior written approval of Parent or Merger Sub (which shall not be unreasonably withheld, delayed or conditioned), (y) to the extent necessary to comply with the express obligations set forth in any material contract of Synchronoss in effect as of the date of the Merger Agreement that has been made available to Parent prior to the date of the Merger Agreement, or (z) as set forth in Section 5.1 of the Disclosure Schedule, Synchronoss shall, and shall cause each of its subsidiaries to use its commercially reasonable efforts to, (i) conduct its business in the ordinary course consistent with past practice (except as otherwise required by the Merger Agreement), (ii) preserve business organizations of Synchronoss and each of its subsidiaries intact and to maintain existing relationships and goodwill with customers, suppliers, and other persons with whom Synchronoss or its subsidiaries has material business relationships, (iii) preserve the material assets of Synchronoss and each Company Subsidiary, including by ensuring that Synchronoss and each Company Subsidiary’s full rights to and ownership of the Owned Company Intellectual Property is retained and maintained, and defend and protect against any infringement thereof; and (iv) comply with all Laws applicable to Synchronoss and each Company Subsidiary, including by applying for, maintaining in good standing, and renewing (as applicable), all Permits.

In addition, from the date of the Merger Agreement until the earlier of (1) the Effective Time or (2) termination of the Merger Agreement, except (v) as contemplated or permitted by the Merger Agreement or the Disclosure Schedule, (w) as required by applicable law or any governmental authority, (x) with the prior written approval of Parent or Merger Sub (which shall not be unreasonably withheld, delayed or conditioned), (y) to the extent necessary to comply with the express obligations set forth in any material contract of Synchronoss in effect as of the date of the Merger Agreement that has been made available to Parent prior to the date of the Merger Agreement, or (z) as set forth in Section 5.1 of the Disclosure Schedule, Synchronoss will not and will not permit any of its subsidiaries to, directly or indirectly:

From and after the date of the Merger Agreement and continuing until prior to the time that the Requisite Company Vote is obtained or if earlier, the termination of the Merger Agreement (the “No-Shop Period”), Synchronoss and its subsidiaries shall not, nor shall they authorize or knowingly permit and of their respective Representatives to, among other things:

Notwithstanding these restrictions, at any time following the date of the Merger Agreement and prior to the time that the Requisite Company Vote (as defined below) is obtained, the Synchronoss Board may, in response to a bona fide written Acquisition Proposal that was not solicited in breach of the foregoing restrictions, provide information to, and engage or participate in negotiations or discussions with, a person regarding an Acquisition Proposal pursuant to an Acceptable Confidential Agreement (as defined below) if the Synchronoss Board of Directors determines in good faith after consultation with Synchronoss’ outside legal counsel and financial advisor that such proposal is a Superior Proposal (as defined below) or would reasonably likely lead to a Superior Proposal and not to do so would be inconsistent with the directors’ fiduciary duties under applicable law; provided, that all such information has previously been made available to Parent or is made available to Parent prior to or contemporaneously with the time it is provided to such person. In addition, notwithstanding the foregoing, prior to the time the Requisite Company Vote is obtained, Synchronoss may, solely to the extent the Synchronoss Board determines in good faith (after consultation with outside legal counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable law, not enforce any confidentiality, standstill or similar agreement to which Synchronoss or any of its subsidiary is a party for the sole purpose of allowing the other party to such agreement to submit confidentially to the Synchronoss board of directors an Acquisition Proposal that will constitute, or could reasonably likely lead to, a Superior Proposal, that did not, in each case, result from a material breach by Synchronoss of the previous restrictions.

For purposes of this Proxy Statement and the Merger Agreement:

As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the holders of shares of Synchronoss Common Stock vote “FOR” the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors may not effect a Change in Recommendation except as described below.

Until earlier of the time the Requisite Company Vote is obtained or the termination of the Merger Agreement pursuant to its terms, the Synchronoss Board may not, by itself or through any of its committees:

Prior to the adoption of the Merger Agreement by Synchronoss’ stockholders and notwithstanding the restrictions described above in the section captioned “The Merger Agreement—Acquisition Proposals,” the Synchronoss Board is permitted under certain circumstances and subject to Synchronoss’ compliance with certain obligations (as summarized below), to make a Change in Recommendation.

The Synchronoss Board is permitted to make a Change in Recommendation in the case of a Superior Proposal provided that such Superior Proposal did not result from a material breach of the No-Shop Period restrictions, if the Synchronoss Board determines in good faith (after consultation with its outside legal counsel) (1) that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law and (2) it has complied with the procedure and its obligations as summarized in the following paragraph.

The Board of Directors may not make a Change in Recommendation in the case of a Superior Proposal unless Synchronoss shall have provided prior written notice to Parent at least five (5) business days in advance of its intention to take such action (a “Notice of Designated Superior Proposal”), and prior to effecting such Change in Recommendation or termination of the Merger Agreement, Synchronoss shall, and shall cause its representatives to, during such five (5) business day period, negotiate with Parent in good faith (to the extent that Parent desires to negotiate) to make such adjustments to the terms and conditions of the Merger Agreement so that the Change in Recommendation is no longer necessary and such Superior Proposal no longer constitutes a Superior Proposal (and in the event of any material change to any of the financial terms (including the form, amount and timing of payment of consideration) of such Superior Proposal that is adverse to Synchronoss stockholders, Synchronoss shall, in each case, deliver to Parent an additional notice consistent with that described in this clause and a renewed negotiation period under this clause shall commence (except that the five (5) business day period shall instead be equal to three (3) business days; provided that, notwithstanding any Change in Recommendation, Synchronoss shall be required to convene the Stockholders Meeting.

The Synchronoss Board is permitted to make a Change in Recommendation in the event of an Intervening Event if the Synchronoss Board determines in good faith (after consultation with its outside legal counsel) (1) that failure to take such action would reasonably by expected to be a breach of its fiduciary duties under applicable law and (2) it has complied with the procedure and its obligations as summarized in the following paragraph.

The Synchronoss Board may not make a Change in Recommendation in response to an Intervening Event unless Synchronoss shall have provided prior written notice to Parent at least five (5) business days in advance of its intention to take such action, and prior to effecting such Change in Recommendation, Synchronoss shall, and shall cause its representatives to, during such five (5) business day period, negotiate with Parent in good faith (to the extent that Parent desires to negotiate) to make such adjustments to the terms and conditions of the Merger Agreement so that the Change in Recommendation is no longer necessary (and in the event of any material change to the circumstances related to the Intervening Event that is adverse to the stockholders of Synchronoss, Synchronoss shall, in each case, deliver to Parent an additional notice consistent with that described in this clause and a renewed negotiation period under this clause shall commence (except that the five (5) business day period shall instead be equal to three (3) business days; provided, that the Synchronoss Board shall not be permitted to effect a Change in Recommendation under this paragraph with respect to or in connection with any Acquisition Proposal (which shall be covered by the paragraphs set forth above regarding a Superior Proposal).

Notwithstanding the restrictions described above, the Merger Agreement does not prohibit Synchronoss or the Synchronoss Board from (i) making any disclosure to Synchronoss’ stockholders if the Synchronoss Board determines in good faith (after consultation with its outside legal counsel) that failure to make such disclosure

would be inconsistent with its fiduciary duties under applicable law, or (ii) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 under the Exchange Act or making a statement required under Rule 14d-9 under the Exchange Act or under Item 1012(a) of Regulation M-A promulgated under the Exchange Act (including making any “stop-look-and-listen” communication to the stockholders); provided, that this exception shall not be deemed to affect whether any such disclosure, other than a “stop, look and listen” communication of the type contemplated by Section 14d-9(f) of the Exchange Act, would otherwise be deemed to be a Change in Recommendation. For clarity, a factually accurate public statement that describes Synchronoss’ receipt of an Acquisition Proposal, that the Synchronoss Board is considering the Acquisition Proposal and that states that no position has been taken by the Synchronoss Board as to the advisability or desirability of such Acquisition Proposal and the operation of the Merger Agreement with respect thereto will not be deemed a Change in Recommendation.

Synchronoss agreed to take all action necessary to convene a stockholders meeting as promptly as reasonably practicable following the date of mailing of the Proxy Statement (the “Stockholders Meeting”) for the purpose of obtaining the Requisite Company Vote and to cause such vote to be taken, and shall not postpone or adjourn such meeting (A) except to the extent required by applicable law (including to permit the filing and dissemination of any supplement or amendment to the Proxy Statement that the Board of Directors has determined in good faith (after consultation with its outside legal counsel and Parent) is required under applicable law), (B) if, on a date that is two (2) business days prior to the date the Stockholders Meeting is scheduled (the “Original Meeting Date”), (1) Synchronoss has not received proxies representing the Requisite Company Vote, whether or not a quorum is present or (2) it is necessary to ensure that any supplement or amendment to the Proxy Statement that the Synchronoss Board has determined in good faith (after consultation with its outside legal counsel and Parent) is required to be delivered and in each case, if Parent so requests or Synchronoss so elects, Synchronoss shall postpone or adjourn, or make one or more successive postponements or adjournments of, the Stockholders Meeting as long as the date of the Stockholders Meeting is not postponed or adjourned more than ten (10) business days in connection with any one postponement or adjournment or more than an aggregate of thirty (30) days from the Original Meeting Date in reliance on this clause (B), (C) within the three (3) business days prior to the Original Meeting Date or any date that the Stockholders Meeting is then scheduled to be held, if Synchronoss delivers (or has delivered) a notice of an intent to make a Change in Recommendation as long as the date of the Stockholders Meeting is not postponed or adjourned more than for up to ten (10) business days and Synchronoss shall promptly, and in any event no later than the next business day, postpone or adjourn the Stockholders Meeting in accordance with Parent’s direction or Synchronoss’ election, or (D) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that in no event shall the meeting be postponed to a date (x) later than five (5) business days prior to the Initial Outside Date or (y) unless prior written consent is obtained from Parent, that would require the establishment of a new record date.

Once Synchronoss has established a record date for the Stockholders Meeting, Synchronoss will not change such record date or establish a different record date for the Stockholders Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) or otherwise required by applicable law. Synchronoss has agreed that, unless the Merger Agreement is terminated in accordance with its terms, and Synchronoss has paid to Parent the Company Termination Fee (as defined below) in accordance with terms of the Merger Agreement, its obligations to hold the Stockholders Meeting will not be affected in any manner, including in connection with (i) the making of a Change in Recommendation by the Synchronoss Board (ii) the commencement of or announcement or disclosure of or communication to Synchronoss of any Acquisition Proposal.

Following the Effective Time and ending on the first anniversary thereof, Parent shall cause the Surviving Corporation and each of its subsidiaries, to maintain for all employees of Synchronoss or its subsidiaries who, at the Effective Time, continue their employment with Synchronoss or its subsidiaries or who, at the Effective Time, become employees of Parent, Synchronoss or its subsidiaries, which we refer to as “Continuing Employees”, during their employment (i) compensation levels (which includes salary and wages, target short-term bonus opportunities and commission formulas but to exclude long-term cash compensation, equity or

equity-based compensation and retention or change-in-control benefits or features) that are no less favorable than the compensation levels provided to them immediately prior to the Effective Time and (ii) employee benefits (excluding defined benefit pension, retiree welfare, long-term incentive, retention, change of control, equity or equity-based compensation, or nonqualified deferred compensation benefits) that are substantially similar in the aggregate to either, in Parent’s sole discretion, (i) the employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (ii) those provided to similarly-situated employees of Parent. In addition, to the extent not already paid by Synchronoss prior to the Closing Date, Parent shall cause Synchronoss to pay its employees any earned and accrued amounts under the annual bonus program for the Year 2025.

Further, for purposes of vesting, eligibility to participate and levels of benefits (but not benefit accrual under any defined benefit plan or frozen benefit plan of Parent or vesting under any equity incentive plan) under any employee benefits provided to similarly situated employees (such benefits, the “Parent Plans”), Parent will credit each Continuing Employee with his or her years of service with Synchronoss or its subsidiaries (or a predecessor of Synchronoss) before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar benefit plan of Synchronoss in which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing will not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Parent will use commercially reasonable efforts, subject in each case to receipt of any reasonable required consent of the applicable Parent Plan provider, to cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Parent Plans, (ii) for purposes of each Parent Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, all pre-existing condition exclusions and actively-at-work requirements of such Parent Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable benefit plans of Synchronoss in which such Continuing Employee participated immediately prior to the Effective Time, and (iii) for the plan year in which the Effective Time occurs, the crediting of each Continuing Employee with any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any Parent Plan.

Prior to the Effective Time, without the prior written consent of Synchronoss (not to be unreasonably withheld, delayed or conditioned), Parent shall not, and shall not knowingly permit or agree to permit any person (acting at its direction) to, directly or indirectly, have any formal or informal discussions, or directly or indirectly, enter into any agreement, arrangement or understanding (whether or not binding) with any director, officer or other employee of Synchronoss relating to (i) any retention, severance or other compensation, incentives or benefits that may be or become payable in connection with Transactions or after the Effective Time, (ii) any equity rollover or other similar transaction, or any equity or other investment in Parent, Synchronoss or any parent company thereof, or any affiliate of Parent, Synchronoss or any parent company thereof, following the Effective Time or (iii) any directorship, employment, consulting arrangement or other similar association or involvement of any directors, officers or other employees of Synchronoss with Parent, Synchronoss or any parent company thereof, or affiliate of Parent, Synchronoss or any parent company thereof, from and after the Effective Time.

From and after the Effective Time, Parent shall cause the Surviving Corporation to, fulfill and honor in all respects the obligations of Synchronoss pursuant to the Indemnification Agreements (and all other indemnification agreements of Synchronoss that are on terms substantially similar to the Indemnification Agreements) and any indemnification, exculpation or advancement of expenses provisions under the Restated Certificate of Incorporation or Amended and Restated Bylaws of Synchronoss (or comparable organizational documents of its subsidiaries) in effect as of the date of the Merger Agreement; provided, that such obligations shall be subject to any limitation imposed from time to time under applicable law.

Prior to the Effective Time, Synchronoss shall, and for six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide D&O Insurance in respect of acts or omissions occurring prior to the Effective Time covering each Indemnified Person covered as of the date of the Merger Agreement by Synchronoss’ D&O Insurance policies on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date of the Merger Agreement as well as covering claims brought against each Indemnified Person under ERISA; provided, that, the Surviving Corporation shall not be obligated to pay annual premiums in the aggregate in excess of 250% of the amount per annum Synchronoss paid in its last full fiscal year (provided, that if the annual premium of such insurance coverage exceeds such amount, Parent or the Surviving Corporation shall be obligated to obtain the most advantageous policies available for an annual premium equal to such amount). Notwithstanding the foregoing, at any time Parent or the Surviving Corporation may, and prior to the time the Requisite Company Vote is obtained, Synchronoss may, purchase a “tail” directors’ and officers’ liability insurance policy, covering the same persons and providing the same terms with respect to coverage and premium amount as aforesaid, and that by its terms shall provide coverage until the sixth annual anniversary of the Effective Time, and upon the purchase of such insurance Parent’s and the Surviving Corporation’s obligations shall be deemed satisfied for so long as such insurance is in full force and effect and covers the matters that would otherwise be covered pursuant to the foregoing; Parent and the Surviving Corporation shall not cancel any D&O Insurance (Including any “tail” directors’ and officers’ liability insurance policy) during its term.

The rights of each Indemnified Person set forth above shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to which each Indemnified Person is entitled, whether pursuant to law, contract or otherwise. The obligations of Parent and the Surviving Corporation shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom the foregoing provisions apply without the consent of such affected Indemnified Person. Parent shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by an Indemnified Person in enforcing the indemnity and other obligations provided pursuant to the foregoing provisions.

If (1) Parent, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or the surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person or (2) Parent or any of its successors or assigns dissolves the Surviving Corporation, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth above.

The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by law) waiver by Synchronoss and Parent of the following conditions:

In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver by Parent of each of the following additional conditions:

In addition, the obligation of Synchronoss to consummate the Merger is subject to the satisfaction or waiver by Synchronoss of each of the following additional conditions:

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by stockholders, in the following ways:

In the event that the Merger Agreement is terminated pursuant to the termination rights above, the Merger Agreement will become void and without any further liability on the part of any party thereto. However, certain provisions of the Merger Agreement relating to certain confidentiality obligations, the effect of termination of the Merger Agreement, termination fees, enforcement costs, expenses, and certain general provisions, will survive any termination of the Merger Agreement. Termination shall not relieve any party of liability and each party shall remain liable for any willful and material breach of its representations, warranties or covenants.

If the Merger Agreement is terminated in specified circumstances, the terminating party may be required to pay a termination fee. Parent would be entitled to receive a termination fee equal to $7,752,000 from Synchronoss (the “Company Termination Fee”) under the following circumstances:

Each of the parties has expressly acknowledged and agreed on behalf of itself and its respective affiliates that the Company Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which the Company Termination Fee is payable for the efforts, expenses and resources expended and opportunity forgone while negotiating the Merger Agreement and in reliance on the Merger Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision.

Each of the parties are entitled to seek and obtain an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement by the other party described in the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, including other party’s obligation to consummate the Merger.

Except as provided in the Merger Agreement, whether or not the Merger is completed, Synchronoss, on the one hand, and Parent and Merger Sub, on the other hand, are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the other Transactions; provided that all filing fees paid by any party in respect of any and all filings under the antitrust laws shall be borne by Parent.

Prior to the Effective Time, any party may (a) extend the time for the performance of any obligation or other act of any other party, (b) waive any inaccuracy in the representations and warranties of any other party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement and (c) waive compliance with any agreement of any other party or any condition to its own obligations contained in the Merger Agreement; provided, that after receipt of the Requisite Company Vote, there shall be no waiver or extension of the Merger Agreement that would require further approval of the stockholders of Synchronoss. Notwithstanding the foregoing, no failure or delay by Synchronoss, Parent or Merger Sub in exercising any right under the Merger Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege under the Merger Agreement.

The Merger Agreement may be amended in writing by the parties to the Merger Agreement at any time prior to the Effective Time; provided that, after receipt of the Requisite Company Vote, if any amendment shall be applicable law or in accordance with the rules and regulations of The Nasdaq Stock Market, LLC require further approval of the stockholders of Synchronoss or the sole stockholder of Merger Sub, as applicable.

The Merger Agreement is governed by Delaware law without regard to any applicable conflicts of law.

Concurrently with the execution and delivery of the Merger Agreement on December 3, 2025, and as a condition and inducement to Parent’s and Synchronoss’ willingness to enter into the Merger Agreement, the Supporting Stockholders entered into the Support Agreements with Parent and Synchronoss. As of the Record Date, the Supporting Stockholders beneficially owned, collectively, approximately [ ]% of the voting power of Synchronoss Common Stock.

Pursuant to the Support Agreements, each of the Supporting Stockholders agreed, until such date and time as the Support Agreements are validly terminated (the “Expiration Time”), at every meeting of Synchronoss’ stockholders at which any of the following matters are to be voted on (and at every adjournment or postponement thereof), the Supporting Stockholder will vote all of such Supporting Stockholder’s shares of Synchronoss Common Stock:

Each Supporting Stockholder further agreed (i) not to, and to cause each of its controlled affiliates not to, transfer their shares prior to the termination of the applicable Support Agreement (except to certain permitted affiliates), and (ii) to waive the right to exercise any and all appraisal rights under Section 262 of the DGCL (including by taking all actions necessary to opt out of any class in any class action claim) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of the Support Agreements or the Merger Agreement (including any claim seeking to enjoin or delay the Closing (as defined in the Support Agreements) or the Merger) or alleging a breach of any duty of the Synchronoss Board, Parent or Merger Sub in connection with the Merger Agreement, the Support Agreements or the Transactions.

The Support Agreements will terminate at the earliest to occur of (i) the Expiration Time, or (ii) with respect to any Supporting Stockholder, at the election of such Supporting Stockholder in its sole discretion following any amendment of any term or provision of the original unamended Merger Agreement that reduces the amount or changes the form or type of Merger Consideration, or imposes any conditions, requirements or restrictions on the Supporting Stockholder’s right to receive the consideration payable to such Supporting Stockholder pursuant to the Merger Agreement.

Pursuant to the Support Agreements, each party to the Support Agreements, will be entitled to an injunction or injunctions to prevent breaches of the Support Agreements and to enforce specifically the terms and provisions of the Support Agreements. The Support Agreements are governed by Delaware law.

The following table sets forth certain information known to us regarding beneficial ownership of our Common Stock as of December 15, 2025 by:

The table below is based upon information supplied by executive officers, directors and principal stockholders and Schedule 13Gs and 13Ds filed with the SEC through December 15, 2025.

As of December 15, 2025, 11,506,734 shares of our Common Stock were outstanding. The amounts and percentages of our Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. The information does not necessarily indicate beneficial ownership for any other purposes. Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of securities as to which such person has no economic interest. Except as otherwise set forth below, the street address of the beneficial owner is c/o Synchronoss Technologies, Inc., 200 Crossing Boulevard, 8th Floor, Bridgewater, NJ 08807.

If the Merger is completed, we will have no public stockholders and there will be no public participation in any future meetings of stockholders of Synchronoss. However, if the Merger is not completed, stockholders will continue to be entitled to attend and participate in stockholder meetings.

Synchronoss will hold an annual meeting in 2026 only if the Merger has not already been completed.

If you wish to submit a proposal for inclusion in the 2026 annual meeting proxy materials or nominate a director, your proposal must be in proper form according to SEC Regulation 14A and Rule 14a-8, in conformance with the Company’s bylaws and submitted in writing to Synchronoss Technologies, Inc., 200 Crossing Boulevard, 8th Floor, Bridgewater, New Jersey 08807, Attn: Secretary, to be received no later than the close of business on December 31, 2025 (120 days before the first anniversary of the date the proxy statement for Synchronoss’ 2025 annual meeting was released to stockholders). However, if the date of the annual meeting of stockholders is changed by more than 30 days from the first anniversary of Synchronoss’ 2025 annual meeting, then the deadline will be a reasonable time before Synchronoss begins to print and send its proxy materials.

If you wish to submit a proposal to be presented at the 2026 annual meeting of stockholders but which will not be included in the Company’s proxy materials, your proposal must be submitted in writing and in conformance with Synchronoss’ bylaws to Synchronoss Technologies, Inc., 200 Crossing Boulevard, 8th Floor, Bridgewater, New Jersey 08807, Attn: Secretary, no later than the close of business on the 45th day prior to the first anniversary of the date the Synchronoss 2025 proxy statement was released to stockholders (March 15, 2026), nor earlier than the close of business on the 75th day prior to the first anniversary of the date Synchronoss 2025 proxy statement was released to stockholders (February 13, 2026). In the event that the date of the 2026 annual meeting of stockholders is changed by more than 30 days from the first anniversary of the Synchronoss 2025 Annual Meeting, then notice must be delivered not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

A copy of our amended and restated bylaw provisions governing the notice requirements set forth above may be obtained by writing to our Secretary, Synchronoss Technologies, Inc., 200 Crossing Boulevard, 8th Floor, Bridgewater, New Jersey 08807.

The SEC allows us to “incorporate by reference” information into this Proxy Statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this Proxy Statement, except for any information superseded by information in this Proxy Statement or incorporated by reference subsequent to the date of this Proxy Statement. This Proxy Statement incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition and are incorporated by reference into this Proxy Statement.

The following Synchronoss filings with the SEC are incorporated by reference:

We also incorporate by reference into this Proxy Statement additional documents that we may file with the SEC between the date of this Proxy Statement and the earlier of the date of the Special Meeting and the date the Merger Agreement is terminated. These documents include periodic reports, such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K and proxy soliciting materials. The information provided on our website is not part of this Proxy Statement, and therefore is not incorporated by reference herein.

Information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including related exhibits, is not and will not be incorporated by reference into this Proxy Statement.

You may read and copy any reports, statements or other information that we file with the Securities and Exchange Commission at the SEC’s public reference room at the following location: Station Place, 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of those documents at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC at (800) SEC-0330 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at www.sec.gov.

You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us at the following address:

If you would like to request documents from us, please do so as soon as possible, to receive them before the Special Meeting. Please note that all of our documents that we file with the SEC are also promptly available through the Investors section of our website, www.synchronoss.com. The information included on our website is not incorporated by reference into this Proxy Statement.

If you have any questions concerning the Merger, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help voting your shares of Synchronoss Common Stock, please contact our Proxy Solicitor:

Synchronoss has supplied all information relating to Synchronoss, and Parent has supplied all information relating to Parent and Merger Sub, and Synchronoss has not independently verified, all of the information relating to Parent and Merger Sub contained in this Proxy Statement.

You should rely only on the information contained in this Proxy Statement, including the annexes to this Proxy Statement in voting on the Merger. We have not authorized anyone to provide you with information that is different from what is contained in this Proxy Statement. This Proxy Statement is dated [  ]. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this Proxy Statement), and the mailing of this Proxy Statement to stockholders does not create any implication to the contrary. This Proxy Statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.