Syniverse SPAC Presentation Deck

Disclaimer 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. Neither the Company nor MBAC nor any Relevant Person makes any representation warranty, express or implied, or accepts any responsibili liability for the accuracy or completeness of this Presentation or any other written oral information that the Company, MBAC, any Relevant Person or any other person makes available to any recipient. Neither Twilio Inc. ("Twilio") nor its affiliates, directors, officers, employees or agents had any part in the preparation of this Presentation and hereby disclaim any and all responsibility for the accuracy of the information contained herein. This Presentation contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MBAC or Syniverse may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. 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. The Company, MBAC and each Relevant Person expressly disclaims any and all liability which may be based on such information or any errors or omissions contained in this Presentation or on any other written or oral communications transmitted to any party in the course of its evaluation of or entering into any Transaction with the Company. Neither the Company, MBAC nor any Relevant Person makes any representation or warranty, express or implied, as to the accuracy, achievability or reasonableness of any estimates, projections or forward-looking statements. This Presentation speaks only as of the date of the information herein and neither the Company nor MBAC nor any Relevant Person has any obligation to update, correct or otherwise revise any information herein or to provide the recipient with access to any additional information. 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