Form 4 Syneos Health, Inc. For: May 06 Filed by: THOMAS H. LEE ADVISORS, LLC
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person
*
(Street)
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2. Issuer Name
and
Ticker or Trading Symbol
Syneos Health, Inc. [ SYNH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/06/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check
Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 05/06/2021 | S | 3,207,596 (4) | D | $ 81.04 | 5,899,055 (5) | I | See footnote (1) (2) (3) | ||
Class A Common Stock | 05/06/2021 | S | 183,292 (6) | D | $ 81.04 | 5,601,430 (7) | I | See footnote (1) (2) (3) | ||
Class A Common Stock | 05/06/2021 | S | 544 (8) | D | $ 81.04 | 946 (10) | D | |||
Class A Common Stock | 05/06/2021 | S | 208 (9) | D | $ 81.04 | 364 (11) | D | |||
Class A Common Stock | 05/06/2021 | S | 30 (12) | D | $ 81.04 | 916 (14) | D | |||
Class A Common Stock | 05/06/2021 | S | 12 (13) | D | $ 81.04 | 352 (15) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
** See Exhibit 99.2 for Signatures | 05/10/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99.1
Name and Address of Reporting Person:
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Thomas H. Lee Advisors, LLC
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02210
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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May 6, 2021
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Footnotes to Form 4
(1) The shares of the Issuer reported are beneficially owned by: THL Holdco, LLC (“THL Holdco”); Thomas H. Lee Partners, L.P. (“THL”); Thomas H. Lee Advisors, LLC (“THL Advisors”); Thomas H. Lee Equity Fund VI (2019), L.P. (“Fund VI 2019”); THL
Fund VI (2019) Coinvestment Partners, L.P. (“Fund VI 2019 Coinvest”); Thomas H. Lee Equity Fund VII, L.P. (“Equity Fund VII”); Thomas H. Lee Parallel Fund VII, L.P. (“Parallel Fund VII”); Thomas H. Lee Parallel (Cayman) Fund VII, L.P. (“Parallel
(Cayman) Fund VII”); THL Executive Fund VII (“Executive Fund VII”); THL Equity Fund VII Investors (inVentiv), L.P. (“Equity Fund VII (inVentiv)”); THL Fund VII Coinvestment Partners, L.P. (“Fund VII Coinvest”); THL Coinvestment Partners, L.P.
(“Coinvest Partners”); THL Managers VI, LLC (“THL Managers VI”); and THL Managers VII, LLC (“THL Managers VII”) (collectively with their affiliates, the “THL Funds”).
(2) THL Holdco is the managing member of THL Advisors, which in turn is the general partner of THL, which in turn is the sole member of THL Equity Advisors VI (2019), LLC (“Equity Advisors VI (2019)”), the sole member of THL Equity Advisors VII
(“Equity Advisors VII”), the general partner of Fund VI 2019 Coinvest, and the general partner of Fund VII Coinvest. Equity Advisors VI (2019) is the general partner of Fund VI 2019. Equity Advisors VII is the general partner of Equity Fund VII,
Parallel Fund VII, Parallel (Cayman) Fund VII, Executive Fund VII, and Equity Fund VII (inVentiv).
(3) Each of the Reporting Persons disclaims beneficial ownership of all shares of the Issuer for the purposes of Section 16 or for any other purpose, except to the extent of such Reporting Person’s pecuniary interest therein.
(4) Represents shares directly held and sold in an underwritten public offering (the “Offering”) by the following entities: 809,848 shares by Fund VI 2019, 26,200 shares by Fund VI 2019 Coinvest, 246,777 shares by Equity Fund VII, 194,717 shares
by Parallel Fund VII, 260,981 shares by Parallel (Cayman) Fund VII, L.P., 21,631 shares by Executive Fund VII, 37,634 shares by Fund VII Coinvest and 1,609,808 shares by Equity Fund VII (inVentiv).
(5) Represents shares directly held by the following entities following the Offering: 1,723,677 shares by Fund VI 2019, 45,626 shares by Fund VI 2019 Coinvest, 429,730 shares by Equity Fund VII, 339,075 shares by Parallel Fund VII, 454,466
shares by Parallel (Cayman) Fund VII, L.P., 37,668 shares by Executive Fund VII, 65,533 shares by Fund VII Coinvest and 2,803,280 shares by Equity Fund VII (inVentiv).
(6) Represents shares directly held and sold in a private sale (the “Private Sale”) to the Issuer pursuant to a stock repurchase agreement entered into with the Issuer, dated April 30, 2021, by the following entities: 50,992 shares by Fund VI
2019, 1,446 shares by Fund VI 2019 Coinvest, 13,616 shares by Equity Fund VII, 10,744 shares by Parallel Fund VII, 14,400 shares by Parallel (Cayman) Fund VII, L.P., 1,194 shares by Executive Fund VII, 2,076 shares by Fund VII Coinvest and 88,824
shares by Equity Fund VII (inVentiv).
(7) Represents shares directly held by the following entities following the Private Sale: 1,558,352 shares by Fund VI 2019 (which also reflects a distribution in kind for no consideration of 114,333 shares in accordance with the relevant terms
of Fund VI 2019’s partnership agreement), 44,180 shares by Fund VI 2019 Coinvest, 416,114 shares by Equity Fund VII, 328,331 shares by Parallel Fund VII, 440,066 shares by Parallel (Cayman) Fund VII, L.P., 36,474 shares by Executive Fund VII,
63,457 shares by Fund VII Coinvest and 2,714,456 shares by Equity Fund VII (inVentiv).
Pages 1 of 2
(8) Represents shares directly held and sold by THL Managers VI in the Offering.
(9) Represents shares directly held and sold by THL Managers VII in the Offering.
(10) Represents shares directly held by THL Managers VI following the Offering.
(11) Represents shares directly held by THL Managers VII following the Offering.
(12) Represents shares directly held and sold by THL Managers VI in the Private Sale.
(13) Represents shares directly held and sold by THL Managers VII in the Private Sale.
(14) Represents shares directly held by THL Managers VI following the Private Sale.
(15) Represents shares directly held by THL Managers VII following the Private Sale.
Pages 2 of 2
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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Thomas H. Lee Advisors, LLC
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to be Reported:
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE ADVISORS, LLC
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 1 of 13
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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Thomas H. Lee Equity Fund VI (2019), L.P.
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to be Reported:
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE EQUITY FUND VI (2019), L.P.
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By: THL Equity Advisors VI (2019), LLC, its General Partner
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By: Thomas H. Lee Partners, L.P., its Sole Member
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 2 of 13
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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Thomas H. Lee Partners, L.P.
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Address of Joint Filer:
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to be Reported:
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE PARTNERS, L.P.
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 3 of 13
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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THL Equity Fund VI (2019) Coinvestment Partners, L.P.
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to be Reported:
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL EQUITY FUND VI (2019) COINVESTMENT PARTNERS, L.P.
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By: Thomas H. Lee Partners, L.P., its General Partner
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 4 of 13
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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Thomas H. Lee Equity Fund VII, L.P.
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to be Reported:
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE EQUITY FUND VII, L.P.
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By: THL Equity Advisors VII, LLC, its General Partner
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By: Thomas H. Lee Partners, L.P., its Sole Member
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 5 of 13
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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Thomas H. Lee Parallel Fund VII, L.P.
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to be Reported:
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE PARALLEL FUND VII, L.P.
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By: THL Equity Advisors VII, LLC, its General Partner
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By: Thomas H. Lee Partners, L.P., its Sole Member
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 6 of 13
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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Thomas H. Lee Parallel (Cayman) Fund VII, L.P.
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to be Reported:
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE PARALLEL (CAYMAN) FUND VII, L.P.
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By: THL Equity Advisors VII, LLC, its General Partner
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By: Thomas H. Lee Partners, L.P., its Sole Member
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 7 of 13
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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THL Managers VI, LLC
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to be Reported:
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL MANAGERS VI, LLC
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 8 of 13
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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THL Managers VII, LLC
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to be Reported:
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL MANAGERS VII, LLC
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 9 of 13
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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THL Holdco, LLC
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to be Reported:
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL Holdco, LLC
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 10 of 13
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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THL Fund VII Coinvestment Partners, L.P.
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of the Earliest Transaction Required to be Reported (Month/Day/Year):
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL FUND VII COINVESTMENT PARTNERS, L.P.
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By: Thomas H. Lee Partners, L.P., its General Partner
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 11 of 13
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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THL Executive Fund VII, L.P.
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to be Reported:
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL EXECUTIVE FUND VII, L.P.
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By: THL Equity Advisors VII, LLC, its General Partner
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By: Thomas H. Lee Partners, L.P., its Sole Member
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 12 of 13
Exhibit 99.2
Joint Filer Information
Name of Joint Filer:
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THL Equity Fund VII Investors (inVentiv), L.P.
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Address of Joint Filer:
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c/o Thomas H. Lee Partners, L.P.
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100 Federal Street, 35th Floor
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Boston, MA 02110
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Syneos Health, Inc. [SYNH]
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Date of Earliest Transaction Required to
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be Reported:
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May 6, 2021
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE EQUITY FUND VII INVESTORS (INVENTIV), L.P.
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By: THL Equity Advisors VII, LLC, its General Partner
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By: Thomas H. Lee Partners, L.P., its Sole Member
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By: Thomas H. Lee Advisors, LLC, its General Partner
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By: THL Holdco, LLC, its Managing Member
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By:
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/s/Michael McDonnell | ||
Name: Michael McDonnell
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Title: Chief Financial Officer, Management Company
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May 10, 2021
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Page 13 of 13
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