#1syniverse. Investor Presentation August 2021 The world's most connected company™#2Disclaimer This presentation (this "Presentation") has been prepared by Syniverse Corporation ("Syniverse" or the "Company") and M3-Brigade Acquisition Il Corp. ("MBAC") in connection with a potential business combination involving the Company as further described herein (the "Transaction"). This Presentation is being provided solely to the recipient in connection with the Transaction to assist the recipient in determining whether it wishes to proceed with conducting its own due diligence investigation of the Company, MBAC and the Transaction. Neither the Company nor MBAC nor any Relevant Person (defined below) intends for this Presentation to form the sole basis of any Transaction decision. The recipient should conduct its own investigation and analysis of the Company in connection with any Transaction. The information in this Presentation was provided by the Company and MBAC or is from public or other sources. Third party industry publications, studies and surveys utilized or referred to herein generally state that the information provided therein have been obtained from sources believed to be reliable, but there is no guarantee of the accuracy or completeness of such data or other data from public or other sources. Neither the Company nor MBAC nor any of their respective affiliates, or their respective affiliates' respective directors, officers, employees or agents (each, a "Relevant Person") has assumed any responsibility for independently verifying such information and each of the Company, MBAC and the Relevant Persons expressly disclaims any liability to any recipient in connection with such information or any Transaction. 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Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "would," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. Such estimates, projections and forward-looking statements reflect numerous significant subjective assumptions, which may or may not prove to be accurate, and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and MBAC. Accordingly, there can be no assurances that such estimates, projections and forward-looking statements will be realized. The actual results may vary from the anticipated results and such variations may be material. 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The financial information and data contained in this Presentation is unaudited and certain financial information and data does not conform to Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement to be filed by MBAC with the Securities and Exchange Commission in connection with the Transaction. The "pro forma" financial data included herein has not been prepared in accordance with Article 11 of Regulation S-X, is presented for informational purposes only and may differ materially from the Regulation S- X compliant unaudited pro forma financial statements of the Company to be included in any proxy statement to be filed by MBAC in connection with the Transaction. In the fourth quarter of 2020, Syniverse changed its fiscal year end from a calendar year basis to a fiscal year basis ending on November 30 and, as a result, historical financial information included in the Presentation as "2020A" reflects the 12 months ended 11/30/2020. In addition, all of Syniverse's historical financial information included herein is preliminary and subject to change in accordance with PCAOB auditing standards. Accordingly, you should not place undue reliance upon such information. This Presentation includes non-GAAP financial measures, including Adjusted EBITDA. MBAC and Syniverse believe that these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Syniverse's financial condition and results of operations. Syniverse's management uses Adjusted EBITDA to compare Syniverse's performance to that of prior periods for trend analyses and for budgeting and planning purposes. A reconciliation of Adjusted EBITDA for all historical periods presented herein to the nearest metric prepared in accordance with GAAP is included in the Appendix. No reconciliation is included for estimated Adjusted EBITDA for future fiscal periods presented herein due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations and because providing such reconciliations would suggest a degree a precision that is inappropriate for estimated financial results for future fiscal periods. This Presentation provides summary information only and is being delivered solely for informational purposes. This Presentation does not purport to be all-inclusive or to contain all the information that a recipient may desire in investigating the Company, MBAC or a Transaction. Any Transaction involves a high degree of risk. A recipient should not construe the contents of this Presentation as legal, tax, accounting, financial or other investment advice or a recommendation to take (or refrain from taking) any particular action. The recipient should conduct their own due diligence and analysis of the Company, MBAC, the Transaction and the information contained in this Presentation and should consult its own counsel and tax, financial and other advisors as to legal, tax, financial and other matters concerning the matters described herein, and, by accepting this Presentation, the recipient confirms that (i) it is not relying upon the information contained herein to make any decision with respect to a Transaction or otherwise and (ii) it shall not seek to sue or otherwise hold the Company, MBAC or any Relevant Person liable in any respect for the provision of this Presentation, the information contained in this Presentation or the omission of any information from this Presentation. 1#3Disclaimer (cont'd) This Presentation is being delivered subject to the terms of the confidentiality agreement previously entered into between the Company, MBAC and recipient or one or more of its affiliates (the "Confidentiality Agreement") and this Presentation and the information contained herein constitute "Evaluation Material" under the Confidentiality Agreement. Nothing in this Presentation shall alter any provision of the Confidentiality Agreement, which shall remain in full force and effect until terminated in accordance with its terms. This Presentation may be used only for the purposes set forth in the Confidentiality Agreement and may not be duplicated, reproduced or distributed, in whole or in part, to any other person at any time except strictly in accordance with the terms of the Confidentiality Agreement. The distribution of this Presentation in certain jurisdictions may be restricted by law and, accordingly, recipients of this Presentation represent that they are able to receive this Presentation without contravention of any unfulfilled registration requirements or other legal restrictions in jurisdictions in which they reside or conduct business. This Presentation is directed only at persons to whom it may be lawfully distributed without further action on the part of any of the Company, MBAC or any Relevant Person and must not be acted on or relied on by any other person. The Company reserves the right in its sole discretion, and without prior notice, to change the procedures described above, and to reject any and all proposals, at any time, and for any or no reason. Important Information about the Transaction and Where to Find It In connection with the proposed transaction, MBAC intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. MBAC'S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, THE AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN FILED IN CONNECTION WITH THE TRANSACTION, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT MBAC, SYNIVERSE AND THE TRANSACTION. When available, the definitive proxy statement will be mailed to the stockholders of MBAC as of a record date to be established for voting on the Transaction. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC's website at http://www.sec.gov, or by directing a request to: M3-Brigade Acquisition II Corp., 1700 Broadway - 19th Floor, New York, New York 10019. Participants in the Solicitation MBAC and its directors and executive officers may be deemed participants in the solicitation of proxies of MBAC's stockholders with respect to the Transaction. A list of those directors and executive officers and a description of their interests in MBAC will be filed in the proxy statement for the Transaction and available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the Transaction when available. Syniverse and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of MBAC in connection with the Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Transaction will be included in the proxy statement for the Transaction when available. No Offer or Solicitation This Presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction. This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act. 2#4Glossary of Terms ■ 10DLC: 10 Digit Long Code Messaging A2P: Application-to-Person Messaging API: Application Programming Interface CPaaS: Communication Platform as a Service IoT: Internet of Things ■ IP: Internet Protocol IPX: Internetwork Packet Exchange LTE: Long-Term Evolution MMS: Multimedia Messaging Service OTT: Over-the-Top P2P: Peer-to-Peer Messaging SMS: Short Message Service RCS: Rich Communication Services 3#5Today's Presenters Andrew Davies Chief Executive Officer T Sprint vodafone verizon V VTOV syniverse. KPMG T Simeon Irvine Chief Financial Officer ROLLS R ROYCE EGE Unify EY Cable & Wireless Mohsin Meghji Chairman of the Board & CEO M:3 PARTNERS M3-BRIGADE ACQUISITION II CORP. IEA Springleaf Lending made personal Matthew Perkal Executive Vice President - M&A BRIGADE CAPITAL MANAGEMENT Deutsche Bank 4#6Overview of M3 Brigade Acquisition II Corp. Deep Expertise and Partnership M3 Brigade Acquisition II Corp. ("M3 Brigade") raised $400M at IPO in March 2021 ▪ Led by a management team with deep operational, investment, and acquisition experience Mohsin Meghji Chairman of the Board & CEO Matthew Perkal Executive Vice President - M&A William Gallagher Executive Vice President Charles Garner Executive Vice President & Secretary M:3 PARTNERS IEA Springleaf Lending made personal BRIGADE CAPITAL MANAGEMENT Deutsche Bank M3 WMIH Corp. PARTNERS CAPMARK. M3 Simpson Thacher PARTNERS ISLANDCAPITAL M3 PARTNERS M-3 Partners is a New York-based financial advisory firm with an established track record of value creation across multiple industries Overview of our Sponsors Repeat SPAC sponsor with the M III Acquisition Corp. and IEA Energy Services LLC merger in 2018 (NASDAQ: IEA) M-3 Partners was founded by Mohsin Y. Meghji, who has more than 25 years of management and advisory experience building value in companies BRIGADE CAPITAL MANAGEMENT Brigade is a leading global investment advisor with approximately $30 billion in assets under management, specializing in credit-focused investment strategies 15-year track record of successfully investing through numerous market cycles A long-time lender to Syniverse, Brigade is deeply familiar with the company and is the largest lender to the business today 5#7Why We Are Excited to Invest in Syniverse Unique Business Compelling Valuation Premier Sponsorship ✓ Trusted Neutral Intermediary: Occupies a crucial place in the global mobile ecosystem with multiple paths to monetize its position ✓ Powerful Long-term Tailwinds: Positioned to benefit from growth in next-generation mobile technologies including 5G, private networks, loT and blockchain ✓ Favorable Mix: Serves both enterprises and carriers; higher-growth Enterprise expected to represent the majority of revenues by 2024 ✓ Attractively Priced: 12.1x 2022E Adjusted EBITDA, a meaningful discount to companies that share similar attributes, with room for significant upside ✓ Optimized Capital Structure: Transaction expected to substantially de-lever the business to ~3.7x net leverage, allowing resources to be further invested in key strategic and growth initiatives ✓ Financial Profile: Rare combination of growth, profitability, and cash flow ✓ The Carlyle Group: Will remain a shareholder of Syniverse and is not selling as part of the transaction ✓ Twilio: Clear strategic benefits from business partnership and up to $750M investment Brigade Capital Management: A long-time lender to Syniverse. Brigade and its affiliates, together with the SPAC sponsor, have committed $165M in the proposed PIPE 6#8Proposed Transaction Summary 1 2 Valuation ▪ Pro forma enterprise value of $2.85B or 12.1x 2022E Adjusted EBITDA 1. 2. Transaction structure ▪ Syniverse to merge with M3 Brigade through a subsidiary merger 3. 4. 5. ▪ Transaction to be funded by up to $400M cash in trust, a $265M PIPE and up to $750M investment from Twilio¹ ▪ Debt refinancing to be consummated at closing 3 Material terms² ▪ Carlyle, Twilio and SPAC Sponsor subject to twelve month lock-up from closing, subject to performance-based early release 6. ▪ Transaction funds will be used to substantially de-lever the business to ~3.7x net leverage ▪ Portion of SPAC Sponsor shares subject to vesting earnout provisions ▪ SPAC Sponsor together with Brigade and its affiliated funds have committed $165M to the PIPE 37.7% Illustrative Pro Forma Ownership5 (%) 1.5% 20.9% 12.5% 3.7% SPAC Shareholders PIPE Investors 6 Sponsor Shares Twilio ■Carlyle Rollover ■Other SYNV Rollover Shares O/S 40.0m 23.9m 7.0m 45.4m 72.1m 2.9m 191.4m Illustrative Sources & Uses ($M) Sources Cash from Balance Sheet SPAC Cash in Trust³ PIPE Investors (convertible preferred) PIPE Investors (common) Twilio Investment¹ New Term Loan Equity Rollover Total Sources Uses Cash to Balance Sheet Repay Existing Indebtedness Estimated Transaction Fees4 Equity Rollover Total Uses 23.7% Twilio retains the right to adjust cash contribution from $750M, subject to a minimum of $500M, dollar-for-dollar to the extent that total transaction proceeds (between the PIPE and trust account) exceed $375M Early release is triggered if the closing price of the Company's publicly-traded common stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-day period following the closing; unvested Sponsor shares vest upon the first trading day that the closing price of SPAC shares equal or exceeds $12.50 per share for any 20 trading days within any consecutive 30-day trading period following the closing Assumes no redemptions Represents an estimate of transaction expenses, including deferred underwriting fees, PIPE placement fees, M&A fees and debt refinancing fees. Actual amounts may vary and include expenses unknown at this time Represents fully diluted shares outstanding at close. Assumes Twilio investment amount of $500M and no redemptions and excludes potential incremental dilution from SPAC or Sponsor warrants, unvested Sponsor shares, performance-based options, performance-based RSU awards and out-of-the-money options. Performance-based options and performance-based RSU awards considered by Syniverse unlikely to be realized based on terms of grant Includes PIPE convertible preferred and PIPE common equity investors; convertible ownership as if converted assuming a 15% conversion premium $53 400 196 69 500 1,000 750 $2,968 $119 1,968 130 750 $2,968 7#9Company Overview syniverse.#10Syniverse Enables the Mobile Connected World... Facilitates and operates mission critical communications solutions for carriers and enterprises Leader in mobility and communications innovation Proven track record of addressing the needs of a changing wireless ecosystem Innovation Leadership Mission Critical Solutions Trusted Intermediary syniverse. Driving Network Evolution Seamless Interoperability Global Network Trusted neutral intermediary that keeps devices, data flows and messages seamlessly flowing and secure globally Powers the connected world and digital economy for carriers and enterprises Platform unites mobile technologies to enable seamless interoperability across the wireless ecosystem 9#11...And Powers the Digital Economy for Over 8 Billion Devices 8 billion+ mobile devices connected Interconnecting 900+ communications providers; serving the Top 10 1. Global private IPX network backbone Direct connectivity to all major 10DLC operators 1 trillion+ messages delivered annually Internetwork Packet Exchange traffic transported per year as of January 2020 Moving 3.4 exabits of data annually¹ 2.2 trillion+ billable transactions annually Leader in enterprise A2P messaging Top Clearing & Settlement provider for carriers globally Leading global transaction processor 10#12High Growth Enterprise Business Powered by Foundational Technology and Strong Cash Flows of Carrier Business ■ ■ ■ ■ Note: Enterprise FY20A Revenue: $209M | FY20A-FY25E Revenue CAGR (27%) Global A2P Messaging A2P Messaging U.S. Long Code Messaging (10DLC) P2P Messaging Carrier FY20A Revenue: $436M | FY20A-FY25E Revenue CAGR: 5% Messaging Solutions Global Network Messaging Hubbing RCS Messaging Data and Financial Clearing House Billing and Charging Evolution Fiscal year ends November 30 ■ ■ CPaaS Mobile Engagement Messaging Platform as a Service Outsourced Carrier Solutions Global IPX Network Signaling Solutions ▪ Private Network Policy and Charging Solutions ■ ▪ Number Portability Clearing and Settlement for Messaging Leading product offering differentiated by enterprise-grade security, best-in-class availability and global reach Well positioned to benefit from next wave of CPaaS adoption led by Global 2000 enterprises Bolstered by strategic partnership with Twilio Foundational technology and global connectivity provides competitive advantage and multiple paths for monetization Deep customer relationships with leading carriers across the world Syniverse's existing global IPX network backbone will be critical to 5G deployments 11#13Syniverse Has Driven Continuous Innovation in the Wireless Ecosystem... Mobile Cellular Connections (Global) 1G 1980s Advent of the mobile phone; Syniverse formed in 1987 (9) 0.8M Source: GSMA Intelligence Mobile-by-market report 2G 1990s Consumer voice P 91.0M 3G 2000s Mobile email and texting Q 2.2B 4G 2010s Mobile apps and smartphones 7.2B 5G 2020s Mobile first for consumers, enterprises and devices 5G 8.8B 12 :\#14...Resulting in Leadership Positions Across Established and Emerging Markets Communications Infrastructure HA ■ Connects mobile networks globally ▪ Trusted intermediary and partner to all major communications providers around the world Foundational Technology Consumer Messaging ▪ P2P messaging is foundational technology to A2P and RCS ▪ Routes significant percentage of P2P traffic globally Foundational Technology Enterprise Messaging ▪ Leader in enterprise A2P messaging ▪ Developed key technologies for 10DLC High Growth Business CPaaS ▪ Built CPaaS solutions atop A2P expertise ▪ Focus on serving large enterprise customers that require white-glove support High Growth Business 5G, IoT, RCS 5G ▪ Enabling 5G deployments worldwide ▪ One of two global RCS hubs ▪ Launching in 2021: - 5G Roaming Private Networks - IoT High Growth Business 13#15Leading, Next Generation Communications Connectivity Platform with Unrivaled Solution Set for Both Enterprises and Carriers Unified, mission-critical platform enables seamless interoperability across the wireless ecosystem For Enterprises For Carriers Enterprise Mobile Phone Mobile Phone Tablet loT Services IoT Services Tablet (Q) Private Network A (9) Carrier A Mobile Messaging (A2P) Private Wireless (LTE/5G) X Interoperability & Roaming SMS / MMS / RCS Monetization CPaaS/ RCS Universal Commerce (Blockchain) syniverse. Lo 5G Financial Clearing and Settlement Mobile Marketing Security / Fraud Detection loT Data Clearing (Q) Private Network B (Q) Carrier B DO Enterprise ♫ Mobile Phone ♫ Mobile Phone Tablet IoT Services IoT Services Tablet 14#16Mission Critical Communications Solutions Validated by All Major Communications Providers, Blue Chip Enterprise Customers and Technology Partners ! Communications 10101 1000 Financial Services "I am very satisfied with the personalized attention, 24/7 customer service and superior capabilities that Syniverse consistently provides" Enterprise Customer (Financial Services) Technology Retail על Travel & Hospitality "Our agreement with Syniverse will allow retailers to build stronger relationships with customers through a variety of messaging use cases" Enterprise Customer (Digital Marketing Partner) IoT Technology Partners "By joining forces with Syniverse, we're one step closer to our goal of creating an environment where everything and everyone can become seamlessly connected, anywhere in the world" Carrier Customer 15#17Syniverse is the Communications Platform for Other Leading Platforms and Networks... Syniverse's communications platform enables leading platforms and carriers to seamlessly reach customers in every corner of the globe Cloud Platform as a Service Syniverse Customer Since 2006 Payments Ecosystem Syniverse Customer Since 2007 Customer Engagement Platform Syniverse Customer Since 2013 syniverse. Interconnecting 900+ Communications Providers Globally Travel Technology Ecosystem Syniverse Customer Since 2016 Consumer Credit Reporting Platform Syniverse Customer Since 2010 16#18...and is Well Positioned to Benefit from Significant Market Tailwinds Multiple technology and communications trends converging to accelerate market growth 1 5G Rollout 5G Infrastructure Global Annual Spend ($ billions) (billions) $3.5 2020 4.3 +58% CAGR 2019 Global LTE / 5G Mobile Subscriptions $53.8 +8% CAGR 2026E 7.4 2026E 2 Mobile Traffic and Speed Increasing (exabytes) (Mbps) Global Mobile Data Traffic 408 2019 13.2 2018 +31% CAGR Mobile (Cellular) Speed Source: Cisco Annual Internet Report, Ericsson Mobility Report, Mordor Intelligence and ResearchAndMarkets 1. Includes short-range and wide-area loT devices 2,709 +2.3x 2026E 43.9 2023E 3 Wireless Devices and Users Growth (billions) (billions) Global Wireless Data Devices¹ 21.3 2019 0.2 +9% CAGR 2019 Global RCS Users +116% CAGR 38.3 2026E 3.3 2023E 17#19CPaaS and A2P Messaging Represent Large and Rapidly Growing Enterprise Opportunity ($ billions) ■ Messaging Evolving from Consumer Use Cases... ■ ■ Text Passwords Reservations Reminders $7 Order tracking 2020 CPaaS Market Size -30% CAGR Source: Juniper Research Global CPaaS Market Report (July 2020) $25 2025E ...To Sophisticated Enterprise Applications Two-way messaging Customer support ■ ■ Marketing CRM / CXM Rich RCS Messaging I ■ Rapidly rising importance of messaging compared to voice, email, social, other channels - "always on" and preferred by consumers "Phase 1" of CPaaS adoption was led by internet leaders (Uber, Facebook, etc.) for 1-way messaging to customers ▪ "Phase 2" of CPaaS adoption is now accelerating into the Forbes 2000 Enterprises globally with use cases evolving to 2-way messaging 18#20Syniverse and Twilio: Strategic Partnership Will Further Accelerate Enterprise Growth Twilio's leading CPaaS offerings across applications and channels drive significant messaging volumes and partnership with Syniverse ensures best-in-class message delivery $2.25B LTM 6/30/21 Revenue Source: Twilio public filings 135% CQ2 2021 Net Expansion Rate Customer loyalty Lead conversion Promotions Marketing Identity & verification SMS Voice Email 8 twilio Alerts & notifications Operations □ Video *** Chat 10M+ Developer Accounts (6/30/21) Asset management WhatsApp Facebook Messenger Service Contact center IVR & bots 240k+ Active Customers (6/30/21) Field service & conversation 19#21Twilio's up to $750 Million Investment and Strategic Partnership Rationale Validation of Syniverse's position as the trusted neutral intermediary Secures connectivity to the major U.S. carriers for A2P messaging and provides additional options to connect to 900+ carriers worldwide Provides Syniverse with volumes from Twilio Aligns leading communications platform with premier global mobility platform Increased financial flexibility and balance sheet capacity for Syniverse 20#22Syniverse and Twilio Are Well Positioned to Drive the Next Wave of Digitization Together Syniverse / Twilio partnership will accelerate the next wave of innovation in mobile communications Customer Experience Proactive service notification ■ Live agent / two-way chat ■ Chatbot & self-service CPaaS Network & Platform Solutions Carriers / OTTS T Mobile ■ Recruiting facilitation I Benefits notifications ■ Human Resources Employee communications Identity RCS Messaging 0 [ 0 A2P / P2P Messaging verizon AT&T - Marketing ■ Acquisition campaigns Digital coupons / loyalty card Geo-location triggered offer Intelligence Carrier Messaging Hubs vodafone Channel APIs Clearing and Settlement 0 ! ■ One-time passwords Fraud alerts Consent management 中国移动 China Mobile Risk Management 0 0 facebook 0 ■ Operations Automated notifications Interactive messaging Temperament detect via Al Orchestration Private Networks / loT Global Network [ 0 21#23Leadership Team with Deep Experience vodafone Andrew Davies Chief Executive Officer TSprint V vrov GTE 1 Year at Syniverse 20 Years in Industry verizon KPMG John Wick Chief Technology Officer U.S. AIR FORCE 26 Years at Syniverse 30 Years in Industry CONTEL NCI Nationwide Credit, nd Deloitte. John McRae President, Carrier 10 Years at Syniverse 14 Years in Industry NPC Leigh Ann Polverelli Chief Customer Operations Officer 15 Years at Syniverse 15 Years in Industry Hewlett Packard Enterprise CISCO DSC COMMUNICATIONS Chris Rivera President, Enterprise Alcatel-Lucent verizon 4 Years at Syniverse 25 Years in Industry Ent Cerent. AMERICA'S NAVY Laura E. Binion SVP, General Counsel 13 Years at Syniverse 24 Years in Industry GTE CheckFree Simeon Irvine Chief Financial Officer ROLLS R ROYCE 2 Years at Syniverse 20 Years in Industry TOUnify Cable & Wireless Communications EY Sara DeBella SVP, Chief HR Officer 12 Years at Syniverse 18 Years in Industry CLEARWATER 22#24Syniverse Represents a Unique Opportunity with Strong Growth and Cash Flow Generation Mobile Growth Platform: Well positioned to benefit from growth in mobile bandwidth and messaging demand Innovation Leader: At the forefront of 5G, private networks, RCS, loT and digital transformation enablement for enterprises and carriers Trusted Partner: Trusted neutral intermediary that keeps devices, data flows and messages seamlessly flowing and secure globally CPaaS / Mobile Engagement Leader: Build upon position in U.S. A2P enterprise marketplace to capitalize on next wave of CPaaS adoption Directly Levered to Key Mobility Tailwinds: New revenue streams from next wave of digitization by enterprises and carriers Twilio Strategic Partnership: Strategic investment and partnership with Twilio is a force multiplier for Syniverse growth 23#25Financial Overview syniverse.#26Attractive Financial Profile Strong revenue scale, growth and profitability Significant revenue visibility and growth potential from contracted customers Blue chip, diversified customers and revenues across products, industries and geographies Twilio relationship accelerates growth potential Strong Adjusted EBITDA and cash flow margins - lean and efficient from years under private equity ownership Optimized capital structure will provide increased financial flexibility and balance sheet capacity 25#27Diversified Revenue Model Provides Multiple Growth Vectors as Global Communications Continues to Evolve ■ FY20A Revenue Global A2P Messaging Growth engine including projected incremental Twilio volumes FY20A-25E Rev. CAGR Note: Enterprise $190M 25% CPaaS ▪ Hyper growth enterprise segment $19M 40% Fiscal year ends November 30; numbers may not sum due to rounding Outsourced Carrier Solutions Core solutions that enable carrier interoperability $139M 2% ■ Carrier Global Network Well positioned for 5G, private networks and lot $194M 8% ■ Messaging Solutions Strategically important for carrier ecosystem $103M 4% 26#28Unified Platform and Global Network Enables Mission Critical Communications for Enterprises and Carriers ($ millions) Direct Margin¹ Total Enterprise $209 FY2020A FY2020A 32% Enterprise Revenue $241 FY2021E +27% CAGR 32% $321 FY2021E FY2022E FY2023E FY2024E FY2022E $433 29% FY2023E $542 30% FY2024E 31% $679 FY2025E FY2025E 32% ($ millions) Direct Margin¹ Total Carrier $436 FY2020A FY2020A 86% $437 FY2021E FY2021 E 84% Carrier Revenue +5% CAGR $459 FY2022E FY2022E FY2023E FY2024E 84% $484 Note: Fiscal year ends November 30; numbers may not sum due to rounding 1. Direct Margin calculated as revenue less directly variable product specific costs including message termination Fees (~85% of FY20A Direct Costs), revenue share and variable data processing costs FY2023E $515 85% FY2024E 86% $558 FY2025E FY2025E 86% 27#29% Rev. Growth Significant Revenue Growth and Operating Leverage ($ millions) $646 $678 Note: 1. Revenue 5% +14% CAGR $780 $917 FY2020A FY2021E FY2022E FY2023E FY2024E FY2025E 15% $1,056 18% $1,237 15% 17% % Margin ($ millions) $322 $325 50% Fiscal year ends November 30; numbers may not sum due to rounding Adjusted EBITDA is a non-GAAP metric. See Appendix for a reconciliation to net income Gross Profit 48% +12% CAGR $361 FY2020A FY2021E FY2022E FY2023E FY2024E FY2025E $421 46% $486 46% $571 46% 46% % Margin ($ millions) $210 $210 33% Adjusted EBITDA¹ 31% +15% CAGR $236 $286 FY2020A FY2021E FY2022E FY2023E FY2024E FY2025E 30% $342 31% $416 32% 34% 28#30What Makes Syniverse Unique Global leader in the dynamic communications solutions market, enabling the modern mobile economy High-growth Enterprise business combined with the foundational technology and cash flows of the Carrier business Occupies the role of trusted neutral intermediary required to facilitate seamless data connectivity across a global network that interconnects 900+ carriers Combines technology and a physical network to create unique ecosystem Financial attractiveness provides multiple levers of upside, including EBITDA growth and valuation multiple expansion Twilio strategic partnership accelerates growth potential 29#31Defining the Peer Group for Syniverse Syniverse has no direct public comparables but Transaction Processing and Communication Tech peers share many similar attributes Transaction Processing Peers ▪ Segment leadership: Superior platform and leading technology ▪ Revenue model: High scalability and visibility with substantial recurring and re-occurring revenue ▪ Mission critical: Core to the functioning of essential network-driven ecosystems ■ Competitive differentiation: Scaled player in an area with sustainable competitive differentiation and favorable secular tailwinds ▪ Customer relationships: Long-term relationships with a high quality customer base ADP EQUIFAX® FIS "FLEETCOR jack henry & ASSOCIATES INC. Broadridge experian. fisery. globalpayments TransUnion PAYCHEX wex syniverse. Median: 8% Median: 41% sinch 6 bandwidth 15% 30% everbridge® PagerDuty 8 twilio Communication Tech Peers Median: 25% Median: 8% ■ Communications Ecosystem: Provides communications solutions for the mobile economy ▪ Product offerings: Varied levels of overlap in offerings, including P2P messaging, A2P messaging and CPaaS '22E revenue growth: '22E Adj. EBITDA margin: EV / '22E Adj. EBITDA: Median: 19x 12.1x Median: 50x Source: Syniverse management model; Syniverse multiple based on proposed transaction and company projections; peer metrics based on Factset estimates as of 8/13/2021 Note: Calculation and companies included may use different definitions of Adjusted EBITDA; peers shown on a calendar year basis; EV / '22E Adj. EBITDA median calculated by excluding the companies denoted "nm" which is defined as multiples less than Ox or greater than 80x; Syniverse metrics based on fiscal year ending November 30 ▪ Connectivity: Enables customers and platforms to seamlessly reach their users anywhere in the world ▪ Market Tailwinds: Benefitting from advances in communications technology, including 5G deployment and growth in mobile devices and data 30#32Appendix syniverse.#33Selected Peer Operational Benchmarking Scalable business model with revenue growth exceeding Transaction Processing peers and superior Adjusted EBITDA margin to Communication Tech peers Business Model Comparables Transaction Processing Peers Industry Comparables Communication Tech Peers Comparables in ascending order of 2022E revenue growth Revenue Growth Adjusted EBITDA Margin 2022E 2022E 15% 30% syniverse 6% 38% 6% 42% 7% 26% 7% 33% 7% 43% fiserv. Median: 8% 8% 8% Median: 41% 23% 41% 8% 10% 10% 46% 48% 35% 13% 56% FLEETCOR 15% 41% xam Source: Syniverse management model; peer metrics based on Factset estimates as of 8/13/2021 Note: Calculation and companies included may use different definitions of Adjusted EBITDA; peers shown on a calendar year basis; Syniverse metrics based on fiscal year ending November 30 19% 9% bandwidth Median: 25% 25% 25% Median: 8% (1%) PagerDuty 5% everbridge® 31% 8% twilio 41% 13% sinch 3 32#34Valuation Upside Relative to Peers Pro forma enterprise value of $2.85B provides an attractive entry point that is at a significant discount to both Transaction Processing and Communication Tech peers Comparables in ascending order of 2022E EV / EBITDA EV / Adjusted EBITDA EV / Revenue 2022E 2022E 12.1x 3.7x syniverse 13x 13x 15x 6x fiserv. 5x wex 7x globalpayments 15x 7x SIJ Business Model Comparables Transaction Processing Peers 15x 9x "FLEETCOR Median: 19x 19x Median: 7x 7x 19x EQUIFAX 4x 19x 20x īp Broadridge 8x TransUnion 7x experian. 21x 7x jack henry 22x 6x ADP 22x 9x PAYCHEX Industry Comparables Communication Tech Peers 41x 5x sinch Median: 50x 58x Median: 11x 5x nm bandwidth 11x PagerDuty nm 14x everbridge nm 19x Source: Syniverse management model; Syniverse multiple based on proposed transaction and company projections; peer metrics based on Factset estimates as of 8/13/2021 and exclude restricted cash in net debt calculation Note: "nm" denotes not meaningful multiples less than Ox or greater than 80x; calculation and companies included may use different definitions of Adjusted EBITDA; the EV / '22E Adj. EBITDA median is calculated by excluding the companies denoted "nm"; Syniverse metrics based on fiscal year ending November 30 twilio 33#35Syniverse Historical Revenue Trends Carrier business is stabilizing and is poised for future growth while Enterprise business will continue to demonstrate high rates of growth ($ millions) Note: $790 $147 $477 $167 FY18A $644 ■ Enterprise Fiscal year ends November 30; numbers may not sum due to rounding $742 $83 $460 $199 $659 FY19A Carrier - Excluding CDMA and Legacy $646 $48 $388 $209 FY20A $597 +5% CDMA and Legacy $678 $31 $406 $241 FY21E $646 34#36Carrier Business is Stabilizing Carrier business is poised to return to growth in H2 2021 as CDMA runoff is nearly complete, roaming business models have reset and COVID impact has bottomed as international travel and new business implementations have started to resume Carrier Revenue ($ millions) Note: $115 $14 $101 Q1 2020A $107 $12 $95 Q2 2020A $109 $11 Fiscal year ends November 30; numbers may not sum due to rounding $98 Q3 2020A ■Carrier - Excluding CDMA and Legacy $106 $12 $94 Q4 2020A ■CDMA and Legacy $102 $9 $93 Q1 2021A $108 $7 $101 Q2 2021A 35#37Summary P&L ($ millions) Enterprise Carrier Total Revenue % Growth Variable Direct Costs Direct Margin¹ % of Revenue Fixed Direct Costs Gross Profit % of Revenue Operating Expenses² Sales & Marketing General & Administrative Total Operating Expenses Adjusted EBITDA % of Revenue Capital Expenditures % of Revenue Adjusted EBITDA Less Capital Expenditures % of Revenue FY2018A 1. 2. 167 624 $790 0% (185) $605 77% (163) $442 56% (69) (90) (159) $283 36% $58 7% $225 28% FY2019A 199 543 $742 (6%) (200) $541 73% (142) $399 54% (71) (79) (150) $249 34% $41 6% $208 28% FY2020A 209 436 $646 (13%) (204) $442 68% (120) $322 50% (54) (58) (112) $210 33% $49 8% $161 25% FY2021E 241 437 $678 5% (234) $444 65% (119) $325 48% (59) (56) (115) $210 31% $50 7% $160 24% FY2022E 321 459 $780 15% (299) $480 62% (119) $361 46% (65) (60) (125) $236 30% $59 8% $177 23% FY2023E 433 484 $917 18% (375) $542 59% (121) $421 46% (72) (63) (135) $286 31% $61 7% $226 25% FY2024E 542 515 $1,056 15% (446) $610 58% (124) $486 46% (79) (66) (145) $342 32% $69 6% $273 26% FY2025E 679 558 $1,237 17% (540) $697 56% (126) $571 46% (87) (68) (154) $416 34% $79 6% $338 27% Note: Fiscal year ends November 30; numbers may not sum due to rounding Direct Margin calculated as revenue less directly variable product specific costs including message termination Fees (~85% of FY20A Direct Costs), revenue share and variable data processing costs Capitalized software & external development costs included in capital expenditures; approximately $6 million of development and lifecycle costs included in Direct Costs and General & Administrative expenses in FY20A CAGR FY20A - FY25E 27% 5% 14% 22% 10% 1% 12% 10% 3% 7% 15% 10% 16% 36#38Reconciliation to Adjusted EBITDA ($ millions) Net Income (Loss) Interest & Other Expenses, Net Provision for Income Taxes Depreciation and Amortization Restructuring Non-cash Stock-based Compensation Business Development, Integration, and Other Expenses Consulting Fees and Related Expenses Adjusted EBITDA Note: Fiscal year ends November 30; numbers may not sum due to rounding FY2018A ($42) 167 (43) 156 16 16 9 3 $283 FY2019A ($110) 174 18 128 15 15 6 4 $249 FY2020A ($144) 175 5 111 24 14 21 3 $210 37#39Consolidated Balance Sheets (000s, Except Share and Per Share Data) Assets Current assets: Cash and cash equivalents Accounts receivable, net of allowances of $10,584 and $12,821, respectively Income taxes receivable Prepaid and other current assets Total current assets Property and equipment, net Capitalized software, net Goodwill Identifiable intangibles, net Deferred tax assets Investment in unconsolidated subsidiaries Other assets Total assets Liabilities and stockholders' equity Current liabilities: Accounts payable Accrued liabilities Income taxes payable Current portion of long-term debt, net of original issue discount and deferred financing costs Current portion of capital lease obligations Deferred revenues Total current liabilities Long-term debt, net of original issue discount and deferred financing costs Deferred tax liabilities Deferred revenues Other long-term liabilities Total liabilities Stockholders' equity: Common stock $0.01 par value; 250,000,000 shares authorized; 125,726,204 and 124,545,787 shares issued and 122,608,263 and 122,215,550 shares outstanding as of November 30, 2020 and December 31, 2019, respectively Additional paid-in capital Treasury stock at cost, 3,117,941 and 2,330,237 shares held at November 30, 2020 and December 31, 2019, respectively Accumulated deficit Accumulated other comprehensive loss Total Syniverse Corporation stockholders' equity Noncontrolling interest Total stockholders' equity Total liabilities and stockholders' equity Source: Draft consolidated financial statements for fiscal eleven months ended November 30, 2020 and twelve months ended December 31, 2019 (unaudited) November 30, 2020 $88,493 124,219 6,376 21,039 240,127 47,459 83,512 2,310,145 125,004 2,108 35,338 10,701 $2,854,394 $44,835 119,427 3,435 16,830 118 5,739 190,384 1,925,463 81,379 60 78,254 2,275,540 1,257 1,330,474 (27,821) (620,143) (113,846) 569,921 8,933 578,854 $2,854,394 December 31, 2019 $48,787 142,890 6,580 23,018 221,275 57,222 86,709 2,291,273 155,739 3,260 36,971 13,019 $2,865,468 $34,692 108,335 5,135 16,763 700 6,050 171,675 1,845,648 80,280 398 75,210 2,173,211 1,245 1,317,511 (24,215) (475,809) (134,599) 684,133 8,124 692,257 $2,865,468 38#40Consolidated Statements of Operations (000s, Except Per Share Amounts) Revenues Costs and expenses: Cost of operations (excluding depreciation and amortization shown separately below) Sales and marketing General and administrative Depreciation and amortization Employee termination benefits Restructuring expense Operating income Other expense, net: Interest expense Equity loss in investees Other, net Loss before provision for income taxes Provision for income taxes Net loss Net income attributable to noncontrolling interest Net loss attributable to Syniverse Corporation Net loss per share attributable to Syniverse Corporation, basic and diluted Weighted average shares outstanding, basic and diluted Source: Draft consolidated financial statements for fiscal eleven months ended November 30, 2020 and twelve months ended December 31, 2019 (unaudited) Eleven months ended November 30, 2020 $583,673 293,242 55,950 86,938 98,964 23,686 558,780 24,893 (154,516) (1,633) (3,464) (159,613) (134,720) 8,633 (143,353) 981 $(144,334) $(1.18) 122,767 Twelve months ended December 31, 2019 $735,171 343,967 71,475 96,356 127,223 (189) 8,704 647,536 87,635 (167,361) (1,813) (1,989) (171,163) (83,528) 16,086 (99,614) 2,700 $(102,314) $(0.84) 122,120 39#41Consolidated Statements of Cash Flows (000s) Cash flows from operating activities Net loss Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization Amortization of original issue discount and deferred financing costs Allowance for credit memos and uncollectible accounts Deferred income tax expense Stock-based compensation Unrealized foreign currency transaction loss Other, net Changes in operating assets and liabilities: Accounts receivable Income tax receivable or payable Prepaid and other current assets Accounts payable Accrued liabilities and deferred revenues Other assets and other long-term liabilities Net cash provided by operating activities Cash flows from investing activities Capital expenditures Net cash used in investing activities Cash flows from financing activities Proceeds from Revolving Credit Facility Principal payments on Revolving Credit Facility Principal payments on long-term debt Payments on capital lease obligations and software financing arrangements Purchases of treasury stock Other Net cash provided by (used in) financing activities Effect of exchange rate changes on cash Net change in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period Cash, cash equivalents and restricted cash at end of period Supplemental Disclosure of Cash Flow Information Non-Cash Financing and Investing Transactions: Assets acquired under capital leases and software financing arrangements Cash paid in the period for: Interest paid Income taxes paid Source: Draft consolidated financial statements for fiscal eleven months ended November 30, 2020 and twelve months ended December 31, 2019 (unaudited) Eleven months ended November 30, 2020 $(143,353) 98,964 7,750 4,924 4,639 12,975 4,778 8,013 14,904 (1,589) (1,825) 9,901 3,756 662 24,499 (42,667) (42,667) 85,600 (12,765) (6,467) (3,606) (2,508) 60,254 (2,442) 39,644 49,856 $89,500 $11,360 $146,068 $5,711 Twelve months ended December 31, 2019 $(99,614) 127,223 7,895 6,288 4,742 14,670 2,742 9,213 13,009 (573) (1,476) (7,053) (1,586) 4,526 80,006 (41,156) (41,156) 25,000 (25,000) (58,747) (9,070) (5,586) (73,403) (1,273) (35,826) 85,682 $49,856 $19,980 $148,077 $11,918 40#42Summary Risk Factors ■ System failures, delays and other problems could harm our reputation and business, cause us to lose customers and expose us to customer liability. We do not control the networks over which many of our services are transmitted, and a failure in the operations of such networks could adversely affect our business. Our reliance on third-party vendors for communications software, hardware and other infrastructure components exposes us to a variety of risks we cannot control. ▪ Interruptions in the proper functioning of our information technology or "IT" systems from cybersecurity threats could damage our reputation, harm our operating results and result in significant liabilities. If we do not successfully complete our digital transformation, we could fail to meet market expectations with respect to the performance of our products and services and our business, financial condition and results of operations could be adversely impacted. I ■ ■ Our success depends on our ability to attract and maintain talented employees. We depend on a small number of customers for a significant portion of our revenues and the loss of any of our major customers would harm us. ▪ COVID-19 could continue to negatively impact our financial performance. The market for our services is intensely competitive, and many of our competitors have significant financial, technical, marketing and other resources. ▪ Future consolidation among our customer base and decisions by our customers to develop in-house alternatives to our services would negatively impact our financial performance. ▪ Our failure to achieve or sustain desired pricing levels or to offset price reductions with increased transaction volumes, could impact our ability to maintain profitability or positive cash flow. If we do not adapt to rapid technological change in the industries we serve and successfully develop, introduce and market new products and services, or such products and services are not widely adopted by our current or targeted customers, our prospects, financial condition and results of operation would be materially adversely affected. Most of our customer contracts do not provide for minimum payments at or near our historical levels of revenues from these customers. ▪ Our international operations are subject to uncertainties that could adversely affect our operating results. Political instability in certain countries in which we operate could have an adverse impact on our business and operations. Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various international jurisdictions. We currently conduct limited business operations and expect to continue such ope ons in countries targeted by United States and European Union economic sanctions ■ ■ ■ We may not be able to receive or retain licenses or authorizations that may be required for us to sell our services internationally. Fluctuations in currency exchange rates may adversely affect our results of operations. We may be unsuccessful in achieving our growth strategies or our transformation cost initiatives, which could limit our profitability. We conduct business in both domestic and international markets with complex and evolving tax rules, which subjects us to taxation related risks. Regulations affecting our customers and us and future regulations to which they or we may become subject may harm our business. Because some of our services are used to collect and store personal information of our customers' employees or customers, privacy concerns could result in additional costs and liability to us or inhibit sales of our services. Failure to protect our intellectual property rights adequately may have a material adverse effect on our results of operations or our ability to compete. If third parties claim that we are in violation of their intellectual property rights, it could have a negative impact on our results of operations and ability to compete. If third parties claim that our products or services infringe on their intellectual property rights, we may be required to indemnify our customers for any damages or costs they incur in connection with such claims. We are party to a number of lawsuits that arise in the ordinary course of business and may become party to others in the future. ▪ The costs and difficulties of acquiring and integrating complementary businesses and technologies could impede our future growth, diminish our competitiveness, and harm our operations. ▪ Unfavorable general economic conditions in the United States or in other major global markets could negatively impact our financial performance. We incur variable termination fees on behalf of our enterprise messaging customers when we terminate A2P messages into a mobile operator's network. We bear the payment risks associated with these fees if our enterprise messaging customers do not reimburse these fees to us in a timely manner, or at all. ■ ■ I ■ ■ I ■ ■ 41#43Summary Risk Factors (cont'd) ▪ Our financial results may be adversely affected if our intangible assets or goodwill are impaired. If we fail to maintain effective internal controls over financial reporting at a reasonable assurance level, we may not be able to accurately report our financial results and may be required to restate previously published financial information. ■ Fulfilling our obligations incident to being a public company, including compliance with the Exchange Act and the requirements of the NYSE, the Sarbanes-Oxley Act and the Dodd-Frank Act, will be expensive and time- consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price. At the conclusion of the transaction we will have three large shareholders, The Carlyle Group, Twilio, Inc. and M3-Brigade Sponsor II LP, whose interests in our business may be different than yours. Our indebtedness could adversely affect our financial health and impact our liquidity. ▪ Our failure to generate the capital necessary to expand our operations and invest in new services could reduce our ability to compete and could harm our business. There can be no assurance that M3-Brigade will be able to raise sufficient capital in the Private Placement to consummate the Proposed Business Combination or for use by the combined company following the Proposed Business Combination (the "Combined Company"). The issuance of Securities in connection with the Private Placement will substantially dilute the voting power of Combined Company's stockholders. The Securities issued in the Private Placement will not be registered upon consummation of the Proposed Business Combination and holders of such Securities will therefore be subject to various restrictions on trading. Both M3-Brigade and Syniverse will incur significant transaction costs in connection with the Proposed Business Combination. ▪ The consummation of the Proposed Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Proposed Business Combination agreement may be terminated in accordance with its terms and the Proposed Business Combination may not be completed. Syniverse will be subject to business uncertainties while the Proposed Business Combination is pending. ▪ The ability of M3-Brigade's public stockholders to exercise redemption rights with respect to a large number of its shares could increase the probability that the Proposed Business Combination may be unsuccessful. ▪ The warrants issued to M3-Brigade in connection with the Proposed Business Combination include anti-dilution provisions that may be triggered depending upon the occurrence of certain financing activities prior to the consummation of the Proposed Business Combination. ■ ■ ■ ■ Financial projections for the Combined Company are based upon available information and certain assumptions and estimates that management believe are reasonable. However, such projections may be materially different from what the Combined Company's actual results of operations and financial position will be after the completion of the Proposed Business Combination. In particular, the assumptions used in preparing financial projections may not be correct and other factors may affect the Combined Company's financial condition and results of operations following the completion of the Proposed Business Combination. ■ The ability to successfully effect the Proposed Business Combination and the Combined Company's ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Syniverse, all of whom we expect to stay with the Combined Company following the Proposed Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the Combined Company. If the Proposed Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of our securities or, following the consummation of the Proposed Business Combination, the Combined Company's Securities, may decline. ▪ There can be no assurance that the Combined Company's common stock will be approved for listing on the NYSE or that the Combined Company will be able to comply with the continued listing standards of the NYSE. ▪ Legal proceedings may be instituted against the Proposed Business Combination, which could delay or prevent or otherwise adversely impact the Proposed Business Combination. 42