X0202 3 2005-02-09 0 0001169264 SYNIVERSE HOLDINGS INC SVR 0001085449 GTCR CAPITAL PARTNERS L P 0 0 1 0 0001262801 GTCR MEZZANINE PARTNERS LP C/O GTCR GOLDEN RAUNER LLC SEARS TOWER #6100 CHICAGO IL 60606-6402 0 0 1 0 0001262948 GTCR PARTNERS VI L P 0 0 1 0 0001105021 GTCR GOLDER RAUNER LLC 6100 SEARS TOWER CHICAGO IL 60606-6402 0 0 1 0 Common Stock, par value $0.001 per share 500689 D Class A Redeemable Convertible Preferred Stock Common Stock 3464.600 D GTCR Capital Partners, L.P. ("Capital Partners") is the direct beneficial owner of the shares reported in Tables I and II. GTCR Mezzanine Partners, L.P. ("Mezzanine Partners") is the general partner of Capital Partners. GTCR Partners VI, L.P. ("GTCR Partners VI") is the general partner of Mezzanine Partners. GTCR Golder Rauner, L.L.C. ("GTCR") is the general partner of GTCR Partners VI. As such, Mezzanine Partners, GTCR Partners VI and GTCR may be deemed to be beneficial owners of the shares reported in Tables I and II. Mezzanine Partners, GTCR Partners VI and GTCR expressly disclaim beneficial ownership of the shares reported in Tables I and II. The filing of this form shall not be deemed an admission that Mezzanine Partners or GTCR Partners VI or GTCR is, for Section 16 purposes or otherwise, the beneficial owner of such shares. At any time following completion of the initial public offering of Common Stock by SVR, each share of Class A Redeemable Convertible Preferred Stock is convertible into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) any accrued and unpaid dividends through February 9, 2005 by (2) the per share initial public offering price of the Common Stock, which is $16.00. Each share of Class A Redeemable Convertible Preferred Stock that is not redeemed with proceeds from the initial public offering of Common Stock will be converted into Common Stock on the 40th day after the closing of SVR's initial public offering of Common Stock. /s/ Jody S. Gale under a Power of Attorney attached hereto dated 02/08/05 2005-02-09