THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Syniverse Holdings, Inc. (SVR)

4/7/2006 Proxy Information

Professional Services Agreement

Pursuant to the professional services agreement entered into in connection with our acquisition from Verizon, we agreed to pay GTCR an annual management fee of $0.5 million for its ongoing services as our financial and management consultant as well as a placement fee for any equity or debt financing of Syniverse Holdings, LLC or the company equal to 1.0% of the gross amount of such financing. We incurred $0.5 million for each of the years ended December 31, 2003 and 2004 and $0.1 million for the year ended December 31, 2005. In conjunction with our acquisition of IOS North America, which was financed in part by increased borrowings under our previous senior credit facility, we paid to GTCR a placement fee of $0.4 million. In connection with our initial public offering, the professional services agreement was terminated.

Equity SponsorŐs Investment in TNS, Inc.

Certain investment funds affiliated with GTCR were collectively the controlling equityholder of TNS, Inc. GTCR no longer has an equity position in TNS Inc. We have done business with TNS in the past, and expect to continue to do business with TNS in the future. Collin Roche, who serves as one of our directors, also serves on the board of directors of TNS. For the years ended December 31, 2003, 2004 and 2005, we recognized revenues from TNS of approximately $2.3 million, $1.5 million and $1.0 million, respectively. For the years ended December 31, 2003, 2004 and 2005, we recognized expenses from TNS of approximately $0.5 million, $0.2 million and $0.3 million, respectively.