20,000,000 Shares SYNIVERSE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2007 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • New York
Certain shareholders (the “Selling Shareholders”) of Syniverse Holdings, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 20,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto and the respective amounts to be sold by each of the Selling Shareholders are set forth opposite their names in Schedule II hereto. The Selling Shareholders also propose to sell at the Underwriters’ option an aggregate of up to 3,000,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below and in Schedule II hereto.
