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
EQUITY COMMITMENT AND INVESTMENT AGREEMENT dated as of April 14, 2019 by and among Catalent, Inc., Green Equity Investors VII, L.P. and Green Equity Investors Side VII, L.P.Registration Rights Agreement • April 17th, 2019 • Catalent, Inc. • Pharmaceutical preparations • New York
EQUITY COMMITMENT AND INVESTMENT AGREEMENT, dated as of April 14, 2019 (this “Agreement”), by and among Catalent, Inc., a Delaware corporation (the “Company”), and each of Green Equity Investors VII, L.P., a Delaware limited partnership (“Fund VII”), and Green Equity Investors Side VII, L.P., a Delaware limited partnership (“Fund Side VII” and, together with Fund VII, the “Purchaser”). The obligations of the Purchaser set forth in this Agreement shall be several and not joint among Fund VII and Fund Side VII and apportioned in percentages of 45.83720% and 54.16280%, respectively.
