Catalent, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • September 9th, 2016 • Catalent, Inc. • Pharmaceutical preparations • New York
Catalent, Inc., a Delaware corporation (the “Company”), and the selling stockholders identified in the signature pages hereto (the “Selling Stockholders”), confirm their agreement with you, with respect to the sale by the Selling Stockholders to you (the “Underwriters”), of an aggregate of 18,991,827 shares of common stock, par value $0.01 per share (the “Stock”), of the Company. The aggregate of 18,991,827 shares of Stock to be sold by the Selling Stockholders are herein called the “Shares”. The terms “supplement,” “amendment” and “amend” as used herein with respect to the Registration Statement, the Preliminary Prospectus, the Prospectus or the Pricing Prospectus (each as defined below) shall include all documents subsequently filed by the Company with the Securities and Exchange Commission (“Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference or deemed to be incorporated by reference therein under the Secu
Catalent, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • July 27th, 2018 • Catalent, Inc. • Pharmaceutical preparations • New York
Catalent, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC are acting as representatives (the “Representatives”), an aggregate of 11,431,411 shares of common stock, par value $0.01 per share (the “Stock”), of the Company. The aggregate of 9,940,358 shares of Stock to be sold by the Company are herein called the “Firm Shares” and the aggregate of up to 1,491,053 additional shares of Stock to be sold by the Company are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The terms “supplement,” “amendment” and “amend” as used herein with respect to the Registration Statement, the Preliminary Prospectus, the Prospectus or
INDENTURE Dated as of March 2, 2020 among CATALENT PHARMA SOLUTIONS, INC. the Guarantors listed hereinIndenture • March 3rd, 2020 • Catalent, Inc. • Pharmaceutical preparations • New York
This INDENTURE, dated as of March 2, 2020, is among Catalent Pharma Solutions, Inc. (the “Issuer”), a Delaware corporation, the Guarantors (as defined herein) listed on the signature pages hereto, Deutsche Trustee Company Limited, as trustee (the “Trustee”), Deutsche Bank AG, London Branch, as the principal paying agent, and Deutsche Bank Luxembourg S.A., as transfer agent and registrar.
AGREEMENT AND PLAN OF MERGER by and among: CREEK PARENT, INC., CREEK MERGER SUB, INC. and CATALENT, INC. Dated as of February 5, 2024Agreement and Plan of Merger • February 5th, 2024 • Catalent, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER is made and entered into as of February 5, 2024, by and among Creek Parent, Inc., a Delaware corporation (“Parent”), Creek Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Catalent, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Catalent, Inc. Common Stock, par value $0.01 per share Underwriting AgreementCatalent, Inc. • February 6th, 2020 • Pharmaceutical preparations • New York
Catalent, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC and UBS Investments LLC are acting as representatives (the “Representatives”), an aggregate of 9,712,837 shares of common stock, par value $0.01 per share (the “Stock”), of the Company. The aggregate of 8,445,946 shares of Stock to be sold by the Company are herein called the “Firm Shares” and the aggregate of up to 1,266,891 additional shares of Stock to be sold by the Company are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The terms “supplement,” “amendment” and “amend” as used herein with respect to the Registration Statement, the Preliminary Prospectus, the Pr
AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 22nd, 2019 • Catalent, Inc. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 20, 2014 (as amended by Amendment No. 1 on December 1, 2014, as further amended by Amendment No. 2 on December 9, 2016 and2016, as further amended by Amendment No. 3 on October 18, 2017 and as further amended by Amendment No. 4 on May 17, 2019), among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC. JPMORGAN CHASE BANK, N.A. (as successor to the Former Agent (as defined below)), as Administrative Agent, Collateral Agent and, Swing Line Lender, MORGAN STANLEY SENIOR FUNDING, INC. and JPMORGAN CHASE BANK, N.A., and as an L/C IssuersIssuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
PERFORMANCE SHARE UNIT AGREEMENT UNDER THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN (Performance Period commencing on July 1, ____ and ending on June 30, ____)Performance Share Unit Agreement • December 8th, 2023 • Catalent, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the Performance Share Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Performance Share Unit Agreement, including, as applicable, any special terms and conditions for the Participant’s country set forth in Appendix 1 attached hereto (collectively, along with Exhibit A, this “Agreement”), and the Plan (as defined below), Catalent, Inc. (the “Company”) and the Participant agree as follows.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2019 • Catalent, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 17, 2019, is by and among Catalent, Inc., a Delaware corporation (the “Company”), and Green Equity Investors VII, L.P., a Delaware limited partnership, Green Equity Investors Side VII, L.P., a Delaware limited partnership, LGP Associates VII-A LLC, a Delaware limited liability company, and LGP Associates VII-B LLC, a Delaware limited liability company (collectively, on a several and not joint basis, the “Purchaser”). The Purchaser and any other Person who may become a party hereto pursuant to Section 11(c) are referred to individually as a “Shareholder” and collectively as the “Shareholders.”
PERFORMANCE SHARE UNIT AGREEMENT UNDER THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLANPerformance Share Unit Agreement • November 1st, 2022 • Catalent, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the Performance Share Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Performance Share Unit Agreement (this “Agreement”), and the Plan, Catalent, Inc. (the “Company”) and the Participant agree as follows.
PERFORMANCE RESTRICTED STOCK AGREEMENT UNDER THE CATALENT, INC.Performance Restricted Stock Agreement • August 28th, 2018 • Catalent, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the Performance Restricted Stock Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Performance Restricted Stock Agreement (including Exhibit A) (this “Agreement”) and the Plan, Catalent, Inc. (the “Company”) and the Participant agree as follows.
OPTION AGREEMENT UNDER THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLANOption Agreement • December 8th, 2023 • Catalent, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the Option Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Option Agreement, including, as applicable, any special terms and conditions for the Participant’s country set forth in Appendix 1 attached hereto (collectively, this “Agreement”), and the Plan (as defined below), Catalent, Inc. (the “Company”) and the Participant agree as follows.
RESTRICTED STOCK UNIT AGREEMENT UNDER THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • December 8th, 2023 • Catalent, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement, including, as applicable, any special terms and conditions for the Participant’s country set forth in Appendix 1 attached hereto (collectively, this “Agreement”) and the Plan (as defined below), Catalent, Inc. (the “Company”) and the Participant agree as follows.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (John R. Chiminski)Employment Agreement • January 5th, 2022 • Catalent, Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of January 4, 2022 (the “Effective Date”), is being entered into by and between Catalent, Inc. (together with its successors and assigns, the “Company”) and John R. Chiminski (“Executive” and, together with the Company, each a “Party” and collectively the “Parties”).
STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 5, 2014 AMONG CATALENT, INC. AND BLACKSTONE HEALTHCARE PARTNERS L.L.C.Stockholders Agreement • August 5th, 2014 • Catalent, Inc. • Pharmaceutical preparations • Delaware
This Stockholders Agreement is entered into as of August 5, 2014 by and among Catalent, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
Catalent, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • June 15th, 2020 • Catalent, Inc. • Pharmaceutical preparations • New York
Catalent, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to RBC Capital Markets, LLC (the “Underwriter”), an aggregate of 8,912,500 shares of common stock, par value $0.01 per share (the “Stock”), of the Company. The aggregate of 7,750,000 shares of Stock to be sold by the Company are herein called the “Firm Shares” and the aggregate of up to 1,162,500 additional shares of Stock to be sold by the Company are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The terms “supplement,” “amendment” and “amend” as used herein with respect to the Registration Statement, the Preliminary Prospectus, the Prospectus or the Pricing Prospectus (each as defined below) shall include all documents subsequently filed by the Company with the Secur
OPTION AGREEMENT UNDER THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLANOption Agreement • November 1st, 2022 • Catalent, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the Option Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Option Agreement (this “Agreement”) and the Plan (as defined below), Catalent, Inc. (the “Company”) and the Participant agree as follows.
AMENDMENT NO. 10 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 27th, 2023 • Catalent, Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 10 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 22, 2023 (this “Amendment”), by and among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the SUBSIDIARY GUARANTORS and the Lenders party hereto (which constitute the Required Lenders (as defined in the Existing Credit Agreement (as defined below)). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Existing Credit Agreement referred to below.
RESTRICTED STOCK UNIT AGREEMENT UNDER THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • November 1st, 2022 • Catalent, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Agreement (this “Agreement”) and the Plan (as defined below), Catalent, Inc. (the “Company”) and the Participant agree as follows.
RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE CATALENT, INC.Restricted Stock Unit Agreement • December 8th, 2023 • Catalent, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the Restricted Stock Unit Grant Notice for Non-Employee Directors (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement for Non-Employee Directors (the “Restricted Stock Unit Agreement”) including, if applicable, any special terms and conditions for the Participant’s country set forth in Appendix A attached hereto (collectively, this “Agreement”), and the Catalent, Inc. 2018 Omnibus Incentive Plan, Catalent, Inc. (the “Company”) and the Participant agree as follows.
INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • September 19th, 2017 • Catalent, Inc. • Pharmaceutical preparations • New York
This INTEREST PURCHASE AGREEMENT (this “Agreement”), is dated as of September 18, 2017, and is by and among Catalent Pharma Solutions, Inc., a corporation incorporated under the Laws of Delaware (“Buyer”), Cook Group Incorporated, a corporation incorporated under the Laws of Indiana (“Seller”), Cook Pharmica LLC, a limited liability company organized under the Laws of Indiana (the “Company”) and, solely for purposes of Section 7.19, Catalent, Inc., a corporation incorporated under the Laws of Delaware.
RESTRICTED STOCK UNIT AGREEMENT UNDER THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • November 1st, 2022 • Catalent, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this “Agreement”) and the Plan (as defined below), Catalent, Inc. (the “Company”) and the Participant agree as follows.
STOCK PURCHASE AGREEMENT by and among ORGENESIS INC., GPP-II MASTHERCELL, LLC, MASTHERCELL GLOBAL INC., AND CATALENT PHARMA SOLUTIONS, INC. Dated as of February 2, 2020Stock Purchase Agreement • February 3rd, 2020 • Catalent, Inc. • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT, dated as of February 2, 2020 (this “Agreement”), is entered into by and among Orgenesis Inc., a Nevada corporation (“Seller One”), GPP-II Masthercell, LLC, a Delaware limited liability company (“Seller Two,” and together with Seller One, the “Sellers,” and each a “Seller”), Masthercell Global Inc., a Delaware corporation (the “Company”), and Catalent Pharma Solutions, Inc., a Delaware corporation (“Buyer”).
REGISTRATION RIGHTS AGREEMENT by and among CATALENT, INC. and the other parties hereto Dated as of August 5, 2014Registration Rights Agreement • August 5th, 2014 • Catalent, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of August 5, 2014 and is by and among Catalent, Inc. (the “Company”), Blackstone (as defined below), Genstar Phoenix Holdings, LLC, Aisling Capital II, L.P. and the Management Stockholders (as defined below).
UNAUDITED PRO FORMA FINANCIAL STATEMENTSPro Forma Financial Statements • October 24th, 2017 • Catalent, Inc. • Pharmaceutical preparations
On September 18, 2017, Catalent Pharma Solutions, Inc., a wholly owned subsidiary of Catalent, Inc. (“Catalent”), entered into an Interest Purchase Agreement (the “Acquisition Agreement”) with Cook Pharmica LLC, an Indiana limited liability company (“Cook Pharmica”), Cook Group Incorporated, an Indiana corporation (the “Seller”) and, solely for purposes of Section 7.19 of the Acquisition Agreement, Catalent. Unless otherwise indicated or the context otherwise requires, the terms “Catalent,” “we,” “our,” “the Company,” and “us” refer to Catalent and its subsidiaries on a consolidated basis. In these unaudited pro forma condensed combined financial statements and the notes thereto, when we refer to our fiscal years, which end on June 30, we say “fiscal” and the year number, as in “fiscal 2017”, which refers to our fiscal year ended June 30, 2017. We refer in these unaudited pro forma condensed combined financial statements and the notes thereto to our Annual Report on Form 10-K for fisca
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (John R. Chiminski)Employment Agreement • August 31st, 2020 • Catalent, Inc. • Pharmaceutical preparations • Delaware
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), is made and entered into effective as of August 11, 2020 (the “Amendment Effective Date”), by and between Catalent, Inc. (f/k/a PTS Holdings, Corp., together, with its successors and assigns, the “Company”) and John R. Chiminski (“Executive” and, together with the Company, the “Parties”).
SETTLEMENT AGREEMENTSettlement Agreement • August 28th, 2017 • Catalent, Inc. • Pharmaceutical preparations • England and Wales
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CATALENT PHARMA SOLUTIONS, INC. as Buyer BETTERA HOLDINGS, LLC, as the Company THE MEMBERS OF THE COMPANY, as the Sellers and HIGHLANDER PARTNERS CANDY, LLC, as the Representative dated as of August...Membership Interest Purchase Agreement • August 30th, 2021 • Catalent, Inc. • Pharmaceutical preparations • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of August 29, 2021, is entered into by and among Catalent Pharma Solutions, Inc., a Delaware corporation (“Buyer”), Bettera Holdings, LLC, a Delaware limited liability company (the “Company”), the undersigned members of the Company (each, a “Seller” and collectively, the “Sellers”) and the Representative (as defined below).
AMENDMENT TO EMPLOYMENT AGREEMENT (John R. Chiminski)Employment Agreement • August 28th, 2017 • Catalent, Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), is made and entered into effective as of August 23, 2017 (the “Amendment Effective Date”), by and between Catalent, Inc. (f/k/a PTS Holdings, Corp., together, with its successors and assigns, the “Company”) and John R. Chiminski (“Executive” and, together with the Company, the “Parties”).
UNAUDITED PRO FORMA FINANCIAL STATEMENTSPro Forma Financial Statements • September 25th, 2017 • Catalent, Inc. • Pharmaceutical preparations
On September 18, 2017, Catalent Pharma Solutions, Inc., a wholly owned subsidiary of Catalent, Inc. (“Catalent”), entered into an Interest Purchase Agreement (the “Acquisition Agreement”) with Cook Pharmica LLC, an Indiana limited liability company (“Cook Pharmica”), Cook Group Incorporated, an Indiana corporation (the “Seller”) and, solely for purposes of Section 7.19 of the Acquisition Agreement, Catalent. Unless otherwise indicated or the context otherwise requires, the terms “Catalent”, “we”, “our,” “the Company,” and “us” refer to Catalent and its subsidiaries on a consolidated basis. In these unaudited pro forma condensed combined financial statements and the notes thereto, when we refer to our fiscal years, which end on June 30, we say “fiscal” and the year number, as in “fiscal 2017” which refers to our fiscal year ended June 30, 2017. We refer in these unaudited pro forma condensed combined financial statements and the notes thereto to our Annual Report on Form 10-K for fiscal
RISK FACTORSRisk Factors • September 25th, 2017 • Catalent, Inc. • Pharmaceutical preparations
On September 18, 2017, Catalent Pharma Solutions, Inc., a wholly owned subsidiary of Catalent, Inc., (the “Registrant”) (the “Buyer” and, together with the Registrant and the Registrant’s other direct and indirect subsidiaries, the “Company”), entered into an Interest Purchase Agreement (the “Acquisition Agreement”) with Cook Pharmica LLC, an Indiana limited liability company (“Cook Pharmica”), Cook Group Incorporated, an Indiana corporation (the “Seller”) and, solely for purposes of Section 7.19 of the Acquisition Agreement, the Registrant. Unless otherwise indicated or the context otherwise requires, the terms “Catalent”, “we”, “our”, “the Company” and “us” refer to the Registrant and its subsidiaries on a consolidated basis. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Current Report on Form 8-K to which this exhibit relates.
Catalent, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • June 9th, 2016 • Catalent, Inc. • Pharmaceutical preparations • New York
Catalent, Inc., a Delaware corporation (the “Company”), and the selling stockholders identified in the signature pages hereto (the “Selling Stockholders”), confirm their agreement with you, with respect to the sale by the Selling Stockholders to you (the “Underwriter”), of an aggregate of 10,000,000 shares of common stock, par value $0.01 per share (the “Stock”), of the Company. The aggregate of 10,000,000 shares of Stock to be sold by the Selling Stockholders are herein called the “Shares”. The terms “supplement,” “amendment” and “amend” as used herein with respect to the Registration Statement, the Preliminary Prospectus, the Prospectus or the Pricing Prospectus (each as defined below) shall include all documents subsequently filed by the Company with the Securities and Exchange Commission (“Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference or deemed to be incorporated by reference therein under the Secur
AGREEMENT AND PLAN OF MERGER BY AND AMONG CATALENT, INC. (“Parent Guarantor”), CATALENT PHARMA SOLUTIONS, INC. (“Buyer”), CATALENT HOLDCO I INC. (“Merger Sub”), PARAGON BIOSERVICES, INC. (the “Company”) AND PEARL SHAREHOLDER REPRESENTATIVE, LLC (as...Agreement and Plan of Merger • April 17th, 2019 • Catalent, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 14, 2019, is by and among Catalent Pharma Solutions, Inc., a Delaware corporation (“Buyer”); Catalent Holdco I Inc., a Delaware corporation and wholly owned Subsidiary of Buyer (“Merger Sub”); solely with respect to Section 4.12 (solely with respect to the Equity Financing) and Section 8.19, Catalent, Inc., a Delaware corporation (“Parent Guarantor”); Paragon Bioservices, Inc., a Delaware corporation (the “Company”); and, solely in its capacity as representative of the Company Securityholders, Pearl Shareholder Representative, LLC, a Delaware limited liability company (the “Securityholder Representative”). Buyer, Merger Sub and the Company, and solely with respect to Section 4.12 (solely with respect to the Equity Financing) and as provided in Section 8.19 Parent Guarantor, are sometimes collectively referred to herein as the “Parties”. Any defined term not otherwise defined in a particular section shall have the m
SPECIAL RETENTION AWARD AGREEMENTSpecial Retention Award Agreement • May 29th, 2024 • Catalent, Inc. • Pharmaceutical preparations • Delaware
As you may know, Catalent, Inc. (together with its successors, the “Company”) has entered into the Agreement and Plan of Merger, dated as of February 5, 2024 (the “Merger Agreement”), by and among the Company, Creek Parent, Inc. (“Parent”), and Creek Merger Sub, Inc. (“Merger Sub”). The Merger Agreement contemplates the merger of Merger Sub with and into Company with Company surviving the merger (the “Merger”) as a wholly-owned subsidiary of Parent. Following the closing of the Merger (the “Closing”), references to the Company and its affiliates set forth in this letter agreement shall include Parent and its affiliates. If the Merger Agreement is terminated prior to the Closing, you will no longer be eligible to receive the Retention Award and this letter agreement will terminate and have no further force and effect.
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 18th, 2017 • Catalent, Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 18, 2017 (this “Amendment”), by and among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and Swing Line Lender and the Lenders party hereto.
ROLLOVER AGREEMENTRollover Agreement • August 27th, 2019 • Catalent, Inc. • Pharmaceutical preparations • Delaware
As you know, on April 14, 2019, Paragon Bioservices, Inc. (“Paragon”) entered into an Agreement and Plan of Merger with Catalent, Inc., (“Catalent”), Catalent Pharma Solutions, Inc. (“Buyer”), Catalent Holdco I Inc. (“Merger Sub”), and Pearl Shareholder Representative, LLC (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Paragon and Paragon will become a wholly owned, indirect subsidiary of Catalent. You have requested to receive an option to acquire shares of the common stock, par value $0.01, of Catalent (“Catalent Shares”) in lieu of that portion of the Merger Consideration which the Rollover Option (as defined below) would otherwise have been entitled to receive in cash (absent the Merger Amendment (as defined below)), and Catalent is willing to do so, subject to the terms and conditions set forth in this Rollover Agreement, the Merger Agreement, and that certain amendment to the Merger Agreement dated as of the date of this Rollover Agreement by and
