Power John M. Dineen - 28 Sep 2023 Form 4 Insider Report for Syneos Health, Inc.

Footnote F1

Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Syneos Health, Inc. (the "Issuer"), Star Parent, Inc. ("Parent") and Star Merger Sub, Inc. ("Merger Sub"). On September 28, 2023, upon the closing of the merger of Merger Sub with and into the Issuer (the "Merger") contemplated by the Merger Agreement, each outstanding share of common stock of the Issuer, par value $0.01 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $43.00 (the "Merger Consideration"), without interest, and minus any applicable withholding taxes.

Footnote F2

In accordance with the Merger Agreement, effective as of immediately prior to the effective time of the Merger (the "Effective Time") and as a result of the Merger each award of restricted stock units ("RSUs") and performance stock units ("PSUs") covering shares of common stock that is outstanding immediately prior to the Effective Time (other than certain specified RSU awards and PSU awards set forth in the disclosure schedules delivered in connection with the Merger Agreement (the "Specified Awards")) was cancelled and converted into a contingent right to receive an amount in cash (without interest) (a "Contingent Cash Award") equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of common stock subject to the award (with any performance based goals with respect to the PSU awards deemed to be achieved at the "target" level of performance or based on the actual level of achievement of performance goals,

Footnote F3

continued from previous footnote: in each case, as set forth in the applicable PSU award agreement). Each Contingent Cash Award will vest and become payable pursuant to the same time-vesting schedule applicable to the underlying RSU award or PSU award from which it was converted, as applicable (including any accelerated vesting terms and conditions), subject to the holder's continued employment with or service to Parent and its subsidiaries through the applicable vesting date; and each Specified Award that is outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive a cash payment (without interest) equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of common stock subject to the award, subject to claw-back if the holder's employment is terminated by the Company for "cause" or by the holder without "good reason," in either case prior to the first anniversary of the Effective Time.