AMENDED AND RESTATED
 
                                    BYLAWS OF
 
                         SYNCHRONOSS TECHNOLOGIES, INC.
 
                             A DELAWARE CORPORATION
 
                                   ARTICLE I
 
                               OFFICES AND RECORDS
 
      Section 1.1 Delaware Office. The registered office of the Corporation in
the State of Delaware shall be located in the City of Dover, County of Kent.
 
      Section 1.2 Other Offices. The Corporation may have such other offices,
either within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Corporation may from time to time require.
 
      Section 1.3 Books and Records. The books and records of the Corporation
may be kept at the Corporation's headquarters in Cupertino, California or at
such other locations outside the State of Delaware as may from time to time be
designated by the Board of Directors.
 
                                   ARTICLE II
 
                                  STOCKHOLDERS
 
      Section 2.1 Annual Meeting. The annual meeting of the stockholders of the
Corporation shall be held at such date, place and/or time as may be fixed by
resolution of the Board of Directors.
 
      Section 2.2 Special Meeting. Special meetings of stockholders of the
Corporation may be called only by the Chairman of the Board or the Chief
Executive Officer or by the Board of Directors acting pursuant to a resolution
adopted by a majority of the Whole Board. For purposes of these Amended and
Restated Bylaws, the term "Whole Board" shall mean the total number of
authorized directors whether or not there exist any vacancies in previously
authorized directorships.
 
      Section 2.3 Place of Meeting. The Board of Directors may designate the
place of meeting for any meeting of the stockholders. If no designation is made
by the Board of Directors, the place of meeting shall be the principal office of
the Corporation.
 
      Section 2.4 Notice of Meeting. Except as otherwise required by law,
written, printed or electronic notice stating the place, day and hour of the
meeting and the purposes for which the meeting is called shall be prepared and
delivered by the Corporation not less than ten (10) days nor more than sixty
(60) days before the date of the meeting, either personally, by mail, or in the
case of stockholders who have consented to such delivery, by electronic
transmission (as such term is defined in the Delaware General Corporation Law),
to each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the U.S. mail with
postage thereon prepaid, addressed to the stockholder at his address as it
appears on the stock transfer books of the Corporation. Notice given by
electronic transmission shall be effective (A) if by facsimile, when faxed to a
number where the stockholder has consented to receive notice; (B) if by
electronic mail, when mailed electronically to an electronic mail address at
which the stockholder has consented to receive such notice; (C) if by posting on
an electronic network together with a separate notice of such posting, upon the
later to occur of (1) the posting or (2) the giving of separate notice of the
posting; or (D) if by
 
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other form of electronic communication, when directed to the stockholder in the
manner consented to by the stockholder. Meetings may be held without notice if
all stockholders entitled to vote are present (except as otherwise provided by
law), or if notice is waived by those not present. Any previously scheduled
meeting of the stockholders may be postponed and (unless the Corporation's
Restated Certificate of Incorporation (the "Certificate of Incorporation")
otherwise provides) any special meeting of the stockholders may be cancelled, by
resolution of the Board of Directors upon public notice given prior to the time
previously scheduled for such meeting of stockholders.
 
      Section 2.5 Quorum and Adjournment. Except as otherwise provided by law or
by the Certificate of Incorporation, the holders of a majority of the voting
power of the outstanding shares of the Corporation entitled to vote generally in
the election of directors (the "Voting Stock"), represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders, except that when
specified business is to be voted on by a class or series voting separately as a
class or series, the holders of a majority of the voting power of the shares of
such class or series shall constitute a quorum for the transaction of such
business for the purposes of taking action on such business. No notice of the
time and place of adjourned meetings need be given provided such adjournment is
for less than thirty (30) days and further provided that no new record date is
fixed for the adjourned meeting and provided further that the time or place of
the adjourned meeting is announced at the meeting at which the adjournment is
taken.
 
      Section 2.6 Proxies. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or as may be permitted by
law, or by his duly authorized attorney-in-fact. Such proxy must be filed with
the Secretary of the Corporation or his representative, or otherwise delivered
telephonically or electronically as set forth in the applicable proxy statement,
at or before the time of the meeting.
 
      Section 2.7 Notice of Stockholder Business and Nominations.
 
            A. Nominations of persons for election to the Board of Directors and
the proposal of business to be transacted by the stockholders may be made at an
annual meeting of stockholders (1) pursuant to the Corporation's notice with
respect to such meeting, (2) by or at the direction of the Board of Directors or
(3) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in the following
paragraph, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this Section 2.7.
 
            B. For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to paragraph (A)(3) of this Section
2.7, (1) the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation, (2) such business must be a proper matter for
stockholder action under the Delaware General Corporation Law, (3) if the
stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the Corporation with a Solicitation Notice, as
that term is defined in subclause (c)(iii) of this paragraph, such stockholder
or beneficial owner must, in the case of a proposal, have delivered prior to the
meeting a proxy statement and form of proxy to holders of at least the
percentage of the Corporation's voting shares required under applicable law to
carry any such proposal, or, in the case of a nomination or nominations, have
 
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delivered prior to the meeting a proxy statement and form of proxy to holders of
a percentage of the Corporation's voting shares reasonably believed by such
stockholder or beneficial holder to be sufficient to elect the nominee or
nominees proposed to be nominated by such stockholder, and must, in either case,
have included in such materials the Solicitation Notice and (4) if no
Solicitation Notice relating thereto has been timely provided pursuant to this
section, the stockholder or beneficial owner proposing such business or
nomination must not have solicited a number of proxies sufficient to have
required the delivery of such a Solicitation Notice under this section. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than forty-five (45) or
more than seventy-five (75) days prior to the first anniversary (the
"Anniversary") of the date on which the Corporation first mailed its proxy
materials for the preceding year's annual meeting of stockholders; provided,
however, that if no proxy materials were mailed by the Corporation in connection
with the preceding year's annual meeting, or if the date of the annual meeting
is advanced more than thirty (30) days prior to or delayed by more than thirty
(30) days after the anniversary of the preceding year's annual meeting, notice
by the stockholder to be timely must be so delivered not later than the close of
business on the later of (x) the 90th day prior to such annual meeting or (y)
the 10th day following the day on which public announcement of the date of such
meeting is first made. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person as would be required to be
disclosed in solicitations of proxies for the election of such nominees as
directors pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and such person's written consent to serve as a
director if elected; (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of such business, the reasons
for conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner, (ii) the class and number of shares of the
Corporation that are owned beneficially and of record by such stockholder and
such beneficial owner, and (iii) whether either such stockholder or beneficial
owner intends to deliver a proxy statement and form of proxy to holders of, in
the case of a proposal, at least the percentage of the Corporation's voting
shares required under applicable law to carry the proposal or, in the case of a
nomination or nominations, a sufficient number of holders of the Corporation's
voting shares to elect such nominee or nominees (an affirmative statement of
such intent, a "Solicitation Notice").
 
            C. Notwithstanding anything in the second sentence of paragraph (B)
of this Section 2.7 to the contrary, in the event that the number of directors
to be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board made by the Corporation at least fifty-five (55) days prior
to the Anniversary, a stockholder's notice required by this Bylaw shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.
 
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            D. Only persons nominated in accordance with the procedures set
forth in this Section 2.7 shall be eligible to serve as directors and only such
business shall be conducted at an annual meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Section 2.7. The chair of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defective proposed business or nomination
shall not be presented for stockholder action at the meeting and shall be
disregarded.
 
            E. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (1)
by or at the direction of the Board of Directors or (2) by any stockholder of
record of the Corporation who is a stockholder of record at the time of giving
of notice provided for in this paragraph, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section
2.7. Nominations by stockholders of persons for election to the Board of
Directors may be made at such a special meeting of stockholders if the
stockholder's notice required by paragraph (B) of this Section 2.7 shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the later of the 90th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board to be elected at such meeting.
 
            F. For purposes of this Section 2.7, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or a comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
 
            G. Notwithstanding the foregoing provisions of this Section 2.7, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 2.7. Nothing in this Section 2.7 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
 
      Section 2.8 Procedure for Election of Directors. Election of directors at
all meetings of the stockholders at which directors are to be elected shall be
by written ballot, and, except as otherwise set forth in the Certificate of
Incorporation with respect to the right of the holders of any series of
Preferred Stock or any other series or class of stock to elect additional
directors under specified circumstances, a plurality of the votes cast thereat
shall elect directors. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, all matters other than the election of directors
submitted to the stockholders at any meeting shall be decided by a majority of
the votes cast affirmatively or negatively.
 
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      Section 2.9 Inspectors of Elections:
 
            A. The Board of Directors by resolution shall appoint one or more
inspectors, which inspector or inspectors may include individuals who serve the
Corporation in other capacities, including, without limitation, as officers,
employees, agents or representatives of the Corporation, to act at the meeting
and make a written report thereof. One or more persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate has been appointed to act, or if all inspectors or alternates who
have been appointed are unable to act, at a meeting of stockholders, the
chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before discharging his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed by the Delaware General Corporation Law.
 
      Section 2.10 Conduct of Meetings.
 
            A. The Chief Executive Officer shall preside at all meetings of the
stockholders. In the absence of the Chief Executive Officer, the Chairman of the
Board shall preside at a meeting of the stockholders. In the absence of the
Chief Executive Officer or the Chairman of the Board, the President shall
preside at a meeting of the stockholders. In the absence of each of the Chief
Executive Officer, the Chairman of the Board and the President, the Secretary
shall preside at a meeting of the stockholders. In the anticipated absence of
all officers designated to preside over the meetings of stockholders, the Board
of Directors may designate an individual to preside over a meeting of the
stockholders.
 
            B. The chairman of the meeting shall fix and announce at the meeting
the date and time of the opening and the closing of the polls for each matter
upon which the stockholders will vote at a meeting.
 
            C. The Board of Directors may, to the extent not prohibited by law,
adopt by resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the
chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may to the extent not
prohibited by law include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in the meeting to
stockholders of record of the Corporation, their duly authorized and constituted
proxies or such other persons as the chairman of the meeting shall determine;
(iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof and (v) limitations on the time allotted to questions or
comments by participants. Unless, and to the extent, determined by the Board of
Directors or the chairman of the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure.
 
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      Section 2.11 No Consent of Stockholders in Lieu of Meeting. Any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of stockholders of the
Corporation and may not be effected by any consent in writing by such
stockholders.
 
                                  ARTICLE III
 
                               BOARD OF DIRECTORS
 
      Section 3.1 General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. In
addition to the powers and authority expressly conferred upon them by statute or
by the Certificate of Incorporation or by these Bylaws, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation.
 
      Section 3.2 Number, Tenure and Qualifications. Subject to the rights of
the holders of any series of Preferred Stock to elect additional directors under
specified circumstances, the number of directors shall be fixed from time to
time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board. The directors, other than those who may be elected
by the holders of any series of Preferred Stock under specified circumstances,
shall be divided into three classes pursuant to the Certificate of
Incorporation. At each annual meeting of stockholders, directors elected to
succeed those directors whose terms expire shall be elected for a term of office
to expire at the third succeeding annual meeting of stockholders after their
election.
 
      Section 3.3 Regular Meetings. The Board of Directors may, by resolution,
provide the time and place for the holding of regular meetings of the Board of
Directors.
 
      Section 3.4 Special Meetings. Special meetings of the Board of Directors
shall be called at the request of the Chairman of the Board, the Chief Executive
Officer or a majority of the Board of Directors. The person or persons
authorized to call special meetings of the Board of Directors may fix the place
and time of the meetings.
 
      Section 3.5 Action By Unanimous Consent of Directors. The Board of
Directors may take action without the necessity of a meeting by unanimous
consent of directors. Such consent may be in writing or given by electronic
transmission, as such term is defined in the Delaware General Corporation Law.
 
      Section 3.6 Notice. Notice of any special meeting shall be given to each
director at his business or residence in writing, or by telegram, facsimile
transmission, telephone communication or electronic transmission (provided, with
respect to electronic transmission, that the director has consented to receive
the form of transmission at the address to which it is directed). If mailed,
such notice shall be deemed adequately delivered when deposited in the United
States mails so addressed, with postage thereon prepaid, at least five (5) days
before such meeting. If by telegram, such notice shall be deemed adequately
delivered when the telegram is delivered to the telegraph company at least
twenty-four (24) hours before such meeting. If by facsimile transmission or
other electronic transmission, such notice shall be transmitted at least
 
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twenty-four (24) hours before such meeting. If by telephone, the notice shall be
given at least twelve (12) hours prior to the time set for the meeting. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice of such
meeting, except for amendments to these Bylaws as provided under Section 8.1 of
Article VIII hereof. A meeting may be held at any time without notice if all the
directors are present (except as otherwise provided by law) or if those not
present waive notice of the meeting in writing or by electronic transmission,
either before or after such meeting.
 
      Section 3.7 Conference Telephone Meetings. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
 
      Section 3.8 Quorum. A whole number of directors equal to at least a
majority of the Whole Board shall constitute a quorum for the transaction of
business, but if at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of the directors present may adjourn the
meeting from time to time without further notice. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
 
      Section 3.9 Vacancies. Subject to the rights of the holders of any series
of Preferred Stock then outstanding, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall, unless otherwise provided by law or by
resolution of the Board of Directors, be filled only by a majority vote of the
directors then in office, though less than a quorum (and not by stockholders),
and directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which they
have been chosen expires or until such director's successor shall have been duly
elected and qualified. No decrease in the authorized number of directors shall
shorten the term of any incumbent director.
 
      Section 3.10. Committees.
 
            A. The Board of Directors may designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of the
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee,
to the extent permitted by law and to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that no committee shall have
power or
 
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authority in reference to the following matters: (1) approving, adopting or
recommending to stockholders any action or matter required by law to be
submitted to stockholders for approval or (2) adopting, amending or repealing
any bylaw.
 
            B. Unless the Board of Directors otherwise provides, each committee
designated by the Board of Directors may make, alter and repeal rules for the
conduct of its business. In the absence of such rules each committee shall
conduct its business in the same manner as the Board of Directors conducts its
business pursuant to these Bylaws.
 
      Section 3.11 Removal. Subject to the rights of the holders of any series
of Preferred Stock then outstanding, any director, or the entire Board of
Directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least a majority of the voting
power of all of the then-outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class.
 
                                   ARTICLE IV
 
                                    OFFICERS
 
      Section 4.1 Elected Officers. The elected officers of the Corporation
shall be a Chairman of the Board, a Chief Executive Officer, a President, a
Secretary, a Treasurer, and such other officers as the Board of Directors from
time to time may deem proper. The Chairman of the Board shall be chosen from the
directors. All officers chosen by the Board of Directors shall each have such
powers and duties as generally pertain to their respective offices, subject to
the specific provisions of this Article IV. Such officers shall also have powers
and duties as from time to time may be conferred by the Board of Directors or by
any committee thereof.
 
      Section 4.2 Election and Term of Office. The elected officers of the
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after each annual meeting of the
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Subject to Section
4.7 of these Bylaws, each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign.
 
      Section 4.3 Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board.
 
      Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be
the general manager of the Corporation, subject to the control of the Board of
Directors, and as such shall, subject to Section 2.10 (A) hereof, preside at all
meetings of stockholders, shall have general supervision of the affairs of the
Corporation, shall sign or countersign or authorize another officer to sign all
certificates, contracts, and other instruments of the Corporation as authorized
by the Board of Directors, shall make reports to the Board of Directors and
stockholders, and shall perform all such other duties as are incident to such
office or are properly required by the Board of Directors.
 
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      Section 4.5 President. The President shall be the chief operating officer
of the corporation and shall be subject to the general supervision, direction,
and control of the Chief Executive Officer unless the Board of Directors
provides otherwise.
 
      Section 4.6 Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors and all other notices
required by law or by these Bylaws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the Chairman of the Board, the Chief Executive Officer, the President or by
the Board of Directors, upon whose request the meeting is called as provided in
these Bylaws. He shall record all the proceedings of the meetings of the Board
of Directors, any committees thereof and the stockholders of the Corporation in
a book to be kept for that purpose, and shall perform such other duties as may
be assigned to him by the Board of Directors, the Chairman of the Board, the
Chief Executive Officer or the President. He shall have custody of the seal of
the Corporation and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President, and attest to the same.
 
      Section 4.7 Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate receipts and
disbursements in books belonging to the Corporation. The Treasurer shall deposit
all moneys and other valuables in the name and to the credit of the Corporation
in such depositaries as may be designated by the Board of Directors. The
Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board of Directors the Chairman of the Board, the Chief Executive Officer or the
President, taking proper vouchers for such disbursements. The Treasurer shall
render to the Chairman of the Board, the Chief Executive Officer, the President
and the Board of Directors, whenever requested, an account of all his
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the Corporation a
bond for the faithful discharge of his duties in such amount and with such
surety as the Board of Directors shall prescribe.
 
      Section 4.8 Removal. Any officer elected by the Board of Directors may be
removed by the Board of Directors whenever, in their judgment, the best
interests of the Corporation would be served thereby. No elected officer shall
have any contractual rights against the Corporation for compensation by virtue
of such election beyond the date of the election of his successor, his death,
his resignation or his removal, whichever event shall first occur, except as
otherwise provided in an employment contract or an employee plan.
 
      Section 4.9 Vacancies. A newly created office and a vacancy in any office
because of death, resignation, or removal may be filled by the Board of
Directors for the unexpired portion of the term at any meeting of the Board of
Directors.
 
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                                   ARTICLE V
 
                        STOCK CERTIFICATES AND TRANSFERS
 
      Section 5.1 Stock Certificates and Transfers.
 
            A. The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the appropriate
officers of the Corporation may from time to time prescribe. The shares of the
stock of the Corporation shall be transferred on the books of the Corporation by
the holder thereof in person or by his attorney, upon surrender for cancellation
of certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require.
 
            B. The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificates to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
 
                                   ARTICLE VI
 
                                 INDEMNIFICATION
 
      Section 6.1 Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the Corporation or, while a director or
officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "indemnitee"), where the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in Section 6.3 hereof with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.
 
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      Section 6.2 Right to Advancement of Expenses. The right to indemnification
conferred in Section 6.1 shall include the right to be paid by the Corporation
the expenses incurred in defending any proceeding for which such right to
indemnification is applicable in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise.
 
      Section 6.3 Right of Indemnitee to Bring Suit. The rights to
indemnification and to the advancement of expenses conferred in Section 6.1 and
Section 6.2, respectively, shall be contract rights. If a claim under Section
6.1 or Section 6.2 is not paid in full by the Corporation within sixty days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (A) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (B) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its directors
who are not parties to such action, a committee of such directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its directors who are not parties to
such action, a committee of such directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Section 6.3 or otherwise shall be on the Corporation.
 
      Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and
to the advancement of expenses conferred in this Article VI shall not be
exclusive of any other right which any person may have or hereafter acquire
under the Certificate of Incorporation, these
 
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Amended and Restated Bylaws, or any statute, agreement, vote of stockholders or
disinterested directors or otherwise.
 
      Section 6.5 Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
 
      Section 6.6 Amendment of Rights. Any amendment, alteration or repeal of
this Article VI that adversely affects any right of an indemnitee or its
successors shall be prospective only and shall not limit or eliminate any such
right with respect to any proceeding involving any occurrence or alleged
occurrence of any action or omission to act that took place prior to such
amendment or repeal.
 
      Section 6.7 Indemnification of Employees and Agents of the Corporation.
The Corporation may, to the extent authorized from time to time by the board of
directors, grant rights to indemnification, and to the advancement of expenses,
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Section with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation.
 
                                  ARTICLE VII
 
                            MISCELLANEOUS PROVISIONS
 
      Section 7.1 Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January and end on the thirty-first day of December of each
year.
 
      Section 7.2 Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its Certificate of
Incorporation.
 
      Section 7.3 Seal. The corporate seal shall have inscribed the name of the
Corporation thereon and shall be in such form as may be approved from time to
time by the Board of Directors.
 
      Section 7.4 Waiver of Notice. Whenever any notice is required to be given
to any stockholder or director of the Corporation under the provisions of the
Delaware General Corporation Law, a waiver thereof in writing, signed by the
person or persons entitled to such notice, or a waiver by electronic
transmission, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any annual or special meeting of the stockholders of the
Board of Directors need be specified in any waiver of notice of such meeting.
 
      Section 7.5 Audits. The accounts, books and records of the Corporation
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Board of Directors, and it shall be
the duty of the Board of Directors to cause such audit to be made annually.
 
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      Section 7.6 Resignations. Any director or any officer, whether elected or
appointed, may resign at any time by serving written notice of such resignation
on the Chairman of the Board, the Chief Executive Officer or the Secretary, or
by submitting such resignation by electronic transmission (as such term is
defined in the Delaware General Corporation Law), and such resignation shall be
deemed to be effective as of the close of business on the date said notice is
received by the Chairman of the Board, the Chief Executive Officer, or the
Secretary or at such later date as is stated therein. No formal action shall be
required of the Board of Directors or the stockholders to make any such
resignation effective.
 
      Section 7.7 Contracts. Except as otherwise required by law, the
Certificate of Incorporation or these Bylaws, any contracts or other instruments
may be executed and delivered in the name and on the behalf of the Corporation
by such officer or officers of the Corporation as the Board of Directors may
from time to time direct. Such authority may be general or confined to specific
instances as the Board may determine. The Chairman of the Board, the Chief
Executive Officer, the President or any Vice President may execute bonds,
contracts, deeds, leases and other instruments to be made or executed for or on
behalf of the Corporation. Subject to any restrictions imposed by the Board of
Directors or the Chairman of the Board, the Chief Executive Officer, the
President or any Vice President of the Corporation may delegate contractual
powers to others under his jurisdiction, it being understood, however, that any
such delegation of power shall not relieve such officer of responsibility with
respect to the exercise of such delegated power.
 
      Section 7.8 Proxies. Unless otherwise provided by resolution adopted by
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President or any Vice President may from time to time appoint any attorney
or attorneys or agent or agents of the Corporation, in the name and on behalf of
the Corporation, to cast the votes which the Corporation may be entitled to cast
as the holder of stock or other securities in any other corporation or other
entity, any of whose stock or other securities may be held by the Corporation,
at meetings of the holders of the stock and other securities of such other
corporation or other entity, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation or other
entity, and may instruct the person or persons so appointed as to the manner of
casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.
 
                                  ARTICLE VIII
 
                                   AMENDMENTS
 
      Section 8.1 Amendments. Subject to the provisions of the Certificate of
Incorporation, these Bylaws may be adopted, amended or repealed at any meeting
of the Board of Directors or of the stockholders, provided notice of the
proposed change was given in the notice of the meeting and, in the case of a
meeting of the Board of Directors, in a notice given no less than twenty-four
(24) hours prior to the meeting.
 
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                           CERTIFICATE OF SECRETARY OF
 
                         SYNCHRONOSS TECHNOLOGIES, INC.
 
                  The undersigned, Marc F. Dupre, hereby certifies that he is
the duly elected and acting Secretary of Synchronoss Technologies, Inc., a
Delaware corporation (the "Corporation"), and that the Bylaws attached hereto
constitute the Bylaws of said Corporation as duly adopted by the Directors on
April 25, 2006.
 
                  IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his name this 25th day of April, 2006.
 
                                 /s/Marc F. Dupre
                                 ---------------------------------------
                                 Marc F. Dupre
                                 Secretary