STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT (this Agreement) is entered into as of June 1, 2021 by and between Syneos Health, Inc., a Delaware corporation (the Company), Thomas H. Lee Equity Fund VII, L.P., Thomas H. Lee Parallel Fund VII, L.P., THL Executive Fund VII, L.P., THL Fund VII Coinvestment Partners, L.P., THL Equity Fund VII Investors (inVentiv), L.P., Thomas H. Lee Equity Fund VI (2019), L.P., THL Fund VI (2019) Coinvestment Partners, L.P., THL Managers VI, LLC and THL Managers VII, LLC (collectively, the THL Funds) and Double Eagle Investor Holdings, L.P. and Advent International GPE VIII-C Limited Partnership (together, the Advent Funds, and collectively with the THL Funds, the Sellers).
A. The Sellers collectively beneficially own 11,517,539 shares of the Companys Class A common stock, $0.01 par value per share (Common Stock);
B. The Sellers intend to sell in an underwritten public offering (the Public Offering) a portion of their shares of Common Stock (such portion, the Underwritten Shares);
C. The Sellers intend to sell to the Company, and the Company intends to purchase from the Sellers, in a private, non-underwritten transaction, a portion of the shares of Common Stock held by the Sellers at the price and upon the terms and conditions provided in this Agreement (the Repurchase) if the Sellers sell shares in the Public Offering within the time frames referenced herein;
D. The board of directors of the Company (the Board) has authorized a program effective January 1, 2021 to repurchase over a two-year period shares of Common Stock having an aggregate value of $300 million, from time to time in the open market, block trades or in privately negotiated transactions or a combination thereof as may be determined by management;
E. The Company intends to use cash on hand to complete the Repurchase;
F. The Company and the Sellers agree that the Repurchase is undertaken together with the Public Offering as part of an integrated plan to reduce each Sellers interest in the Company, and the consummation of the Repurchase is contingent upon the consummation of the Public Offering.
(a) Subject to the satisfaction of the terms and conditions set forth herein, each of the Sellers hereby agrees to sell, and the Company agrees to purchase from each of them, the number of shares of Common Stock as set forth on Schedule I hereto (the Repurchase Shares). The per share purchase price for each Repurchase Share shall be equal to the price at which the shares of Common Stock are sold in the Public Offering, less any underwriting discounts and commissions (the Per Share Purchase Price). At the Closing (as defined below), subject to the satisfaction of