Catalent, Inc. (Form: 8-K, Received: 05/22/2019 16:53:08)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 16, 2019

CATALENT, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36587

20-8737688

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)



14 Schoolhouse Road Somerset, New Jersey		08873
(Address of registrant’s principal executive office)		(Zip code)

(732) 537-6200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbols(s)

Name of each exchange

on which registered

Common Stock

CTLT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b–2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Merger

On May 17, 2019 (the “Closing Date”), Catalent, Inc., a Delaware corporation (“Catalent” and, together with its subsidiaries, the “Company”), through its wholly owned subsidiary Catalent Holdco I Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Catalent Pharma Solutions, Inc., a Delaware corporation (in such capacity, “Buyer”), completed its previously announced acquisition of Paragon Bioservices, Inc., a Delaware corporation (“Paragon”), pursuant to the merger of Merger Sub with and into Paragon (the “Merger”), with Paragon continuing as the surviving company in the Merger and as a wholly owned subsidiary of Buyer.

In accordance with the Agreement and Plan of Merger, dated as of April 14, 2019 (as amended, the “Merger Agreement”), by and among Buyer, Merger Sub, Paragon, Pearl Shareholder Representative, LLC, as representative of the Company Securityholders (as defined in the Merger Agreement), and, solely with respect to Section 4.12 of the Merger Agreement (solely with respect to the Equity Financing (as defined therein)) and Section 8.19 of the Merger Agreement, Catalent, on the Closing Date, Buyer completed its acquisition of Paragon for a purchase price of $1.2 billion in cash, subject to customary escrow arrangements and a purchase price adjustment related to, among other things, the amount of Paragon’s working capital and other adjustments (as adjusted, the “Closing Payment”).

The Company financed the portion of the Closing Payment due at the closing of the Merger and related fees and expenses with the net proceeds of the Preferred Stock Issuance and the Incremental Dollar Term B-2 Loans (each as defined below).

Investment Agreement

As previously disclosed, Catalent entered into an equity commitment and investment agreement, dated as of April 14, 2019 (the “Investment Agreement”), with Green Equity Investors VII, L.P. and Green Equity Investors Side VII, L.P. (together, the “Funds”), both affiliates of Leonard Green & Partners, L.P. (“Leonard Green”), in connection with the issuance and sale of 650,000 shares of Catalent’s Series A preferred stock, par value $0.01 per share (“Series A Preferred Stock”), to the Funds for an aggregate purchase price of $650 million, or $1,000 per share (such issuance and sale, the “Preferred Stock Issuance”).

On the Closing Date, (a) the Funds assigned a portion of their commitment under the Investment Agreement to purchase shares of Series A Preferred Stock to LGP Associates VII-A LLC and LGP Associates VII-B LLC, both affiliates of Leonard Green (collectively, together with the Funds, the “Investors”), and (b) Catalent and the Investors completed the Preferred Stock Issuance (the “Preferred Stock Issuance Closing”).

Certificate of Designation of the Series A Preferred Stock

Each share of Series A Preferred Stock issued to the Investors pursuant to the Investment Agreement has the powers, designations, preferences, and other rights of the shares of such series as are set forth in the Certificate of Designation of the Series A Preferred Stock filed by Catalent with the Delaware Secretary of State on May 16, 2019 (the “Certificate of Designation”).

The Series A Preferred Stock ranks senior to Catalent’s shares of common stock, par value $0.01 per share (“Common Stock”), with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of Catalent (a “Liquidation”). The Series A Preferred Stock initially has a stated value of $1,000 per share (as such value may be adjusted in accordance with the terms of the Certificate of Designation, the “Stated Value”). Holders of Series A Preferred Stock are entitled to receive cumulative dividends payable quarterly against the Stated Value at a rate of 5.00% per annum (as such rate may be adjusted in accordance with the terms of the Certificate of Designation, the “Dividend Rate”), and such dividends may be settled in cash, by increasing the Stated Value, or in a combination thereof, at Catalent’s election, as set forth in the Certificate of Designation. Holders of Series A Preferred Stock are also entitled to receive dividends or distributions declared or paid on the Common Stock on an as-converted basis.

The Dividend Rate is subject to adjustment based on the relative and absolute price performance of the Common Stock. If, as of the fourth anniversary of the Preferred Stock Issuance Closing, the quotient obtained by dividing (i) the average of the volume-weighted average price per share of Common Stock on the New York Stock Exchange (the “NYSE”) for the sixty consecutive trading days immediately preceding such date (the “Year Four Price”), by (ii)

$41.2841 (the “Announcement Price”) is (a) 80% or greater, but less than 100%, then the Dividend Rate will be automatically adjusted as of the fourth anniversary of the Preferred Stock Issuance Closing to 6.50% per annum, or (b) less than 80%, then the Dividend Rate will be automatically adjusted as of the fourth anniversary of the Preferred Stock Issuance Closing to 8.00% per annum; provided , however , if the quotient obtained by dividing the Year Four Price by the Announcement Price is less than 100% but equal to or greater than the quotient obtained by dividing (1) the average closing value of the S&P 500 Index for the sixty consecutive trading days immediately preceding the fourth anniversary of the Preferred Stock Issuance Closing, by (2) the average closing value of the S&P 500 Index for the thirty consecutive trading days immediately preceding the date of the execution of the Investment Agreement, then no such adjustment to the Dividend Rate will be made on the fourth anniversary of the Preferred Stock Issuance Closing and the adjustment to the Dividend Rate, if any, will be determined and made effective on the fifth anniversary of the Preferred Stock Issuance Closing based on the Year Five Price (as defined in the Certificate of Designation) measured against the Announcement Price and otherwise in the manner provided above. If the Year Four Price equals or exceeds the Announcement Price, no adjustment to the Dividend Rate will occur. Similarly, if the determination of a potential adjustment to the Dividend Rate is to be made as of the fifth anniversary of the Preferred Stock Issuance Closing and the Year Five Price equals or exceeds the Announcement Price, no adjustment to the Dividend Rate will occur.

The shares of Series A Preferred Stock are convertible at the option of the holders thereof, at any time after the first anniversary of the Preferred Stock Issuance Closing (or, if earlier, the date Catalent sends any notice of certain change of control events), into shares of Common Stock at a price equal to $49.5409 (the “Conversion Price”), representing a 20% premium to the Announcement Price. At any time after the third anniversary of the Preferred Stock Issuance Closing, Catalent has the right (but not the obligation) to cause all (and not less than all) of the then-outstanding shares of Series A Preferred Stock to be converted into the relevant number of shares of Common Stock if the average of the volume-weighted average price per share of Common Stock on the NYSE for the thirty consecutive trading days immediately preceding Catalent’s applicable notice of conversion exceeds 150% of the Conversion Price. The Conversion Price is subject to customary anti-dilution and other adjustments.

At any time after the fifth anniversary of the Preferred Stock Issuance Closing, Catalent has the right (but not the obligation) to redeem all (and not less than all) of the then-outstanding shares of Series A Preferred Stock for cash, shares of Common Stock, or a combination thereof, at Catalent’s election, at a price per share of Series A Preferred Stock equal to the Stated Value plus (without duplication) all accrued but unpaid dividends.

Upon a Liquidation, subject to any senior-ranking securities, indebtedness, or other senior rights, the holders of Series A Preferred Stock are entitled to receive, for each share of Series A Preferred Stock, an amount equal to the greater of (i) the Stated Value of such share, plus (without duplication) all accrued but unpaid dividends on such share, and (ii) the amount such holder would have received had such holder, immediately prior to such Liquidation, converted such share into shares of Common Stock at the then-applicable Conversion Price.

Upon certain change of control events involving Catalent, Catalent is required to redeem each share of Series A Preferred Stock for the greater of (i) cash in an amount equal to the sum of (a) the product of (1) the applicable Mandatory Redemption Multiplier (as defined in the Certificate of Designation), multiplied by (2) the Stated Value of such share, plus (b) all accrued but unpaid dividends on such share, and (ii) the amount of cash and/or other assets the holder of such share of Series A Preferred Stock would have received had such holder, as of the business day immediately preceding the effective date of such change of control event, converted such share into shares of Common Stock and participated in such event as a holder of Common Stock.

The holders of Series A Preferred Stock are entitled to vote with the holders of Common Stock as a single class on an “as-converted basis.” For so long as the holders of Series A Preferred Stock are entitled to designate one designee to be nominated by Catalent for election to Catalent’s board of directors (the “Board”) pursuant to the terms and conditions of the Stockholders’ Agreement (as defined below), the holders of Series A Preferred Stock, voting separately as a single class, have the right to elect one member of the Board.

The holders of a majority of the outstanding Series A Preferred Stock have veto rights over Catalent’s (i) amendment to any provision of its organizational documents that would have an adverse effect on the rights, preferences, privileges or voting powers of the Series A Preferred Stock, (ii) issuance of senior or pari passu securities, or (iii) incurrence of indebtedness to the extent such incurrence would cause the Company’s Total Leverage Ratio for any applicable Test Period to exceed 6:00:1:00 determined on a Pro-Forma Basis (as such terms are defined in the Credit Agreement (as defined below)).

The foregoing description of the Certificate of Designation does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Designation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Stockholders’ Agreement

In connection with the Preferred Stock Issuance Closing, Catalent and the Investors entered into a Stockholders’ Agreement dated as of the Closing Date (the “Stockholders’ Agreement”). Pursuant to the Stockholders’ Agreement, for so long as the holders of Series A Preferred Stock and the holders of Common Stock issued upon conversion of Series A Preferred Stock (together with the holders of Series A Preferred Stock, the “Relevant Holders”) beneficially own (i) (a) shares of Series A Preferred Stock with an aggregate Stated Value of at least $250 million, or (b) either (1) shares of Common Stock having an aggregate value of at least $250 million (calculated by valuing each share of Common Stock at the average of the volume-weighted average price per share of Common Stock on the NYSE for the thirty consecutive trading days immediately preceding such date of valuation (the “Common Stock Valuation Methodology”)), or (2) any combination of shares of Series A Preferred Stock or shares of Common Stock having an aggregate value of at least $250 million, calculated by valuing each share of Series A Preferred Stock at the Stated Value of such share and each share of Common Stock pursuant to the Common Stock Valuation Methodology, such holders have the right to designate one designee to be nominated by Catalent for election to the Board, and (ii) (a) shares of Series A Preferred Stock with an aggregate Stated Value of at least $500 million, or (b) either (1) shares of Common Stock having an aggregate value of at least $500 million, calculated by valuing each share of Common Stock pursuant to the Common Stock Valuation Methodology, or (2) any combination of shares of Series A Preferred Stock or shares of Common Stock having an aggregate value of at least $500 million, calculated by valuing each share of Series A Preferred Stock at the Stated Value of such share and each share of Common Stock pursuant to the Common Stock Valuation Methodology, such holders have the right to appoint one non-voting observer to attend all meetings of the Board.

Pursuant to the Stockholders’ Agreement, for so long as the Relevant Holders are entitled to designate a designee for nomination to the Board, each such holder is required to vote (i) in favor of each director nominated or recommended by the Board for election at any meeting of the stockholders of Catalent and against the removal of any director who has been elected following nomination or recommendation by the Board, (ii) against any stockholder nomination for director that is not approved and recommended by the Board for election at any such meeting, (iii) in favor of Catalent’s “say-on-pay” proposal and any proposal by Catalent relating to equity compensation that has been approved by the Board or the Compensation & Leadership Committee of the Board (or any successor committee thereto), (iv) in favor of Catalent’s proposal for ratification of the appointment of Catalent’s independent registered public accounting firm, and (v) in accordance with the recommendation of the Board with respect to any proposed merger, business combination, or other similar transaction between Catalent and any other person; provided , however , no Relevant Holder is under any obligation to vote in the same manner as recommend by the Board, or in any other manner, other than in its sole discretion, with respect to any other matter.

The Relevant Holders are subject to certain standstill restrictions pursuant to which such holders are restricted, among other things and subject to certain customary exceptions, from purchasing additional securities of Catalent, publicly proposing any merger or other extraordinary corporate transaction, initiating any shareholder proposal, or soliciting proxies until the later of (i) the third anniversary of the Preferred Stock Issuance Closing, and (ii) the date on which such Relevant Holders are no longer entitled to designate a designee for nomination to the Board.

Subject to certain customary exceptions, the Relevant Holders are restricted by the terms of the Stockholders’ Agreement from transferring their shares of Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock until the earlier to occur of (i) the eighteen-month anniversary of the Preferred Stock Issuance Closing, and (ii) the occurrence of a transaction resulting in a Change of Control (as defined in the Certificate of Designation). In addition, other than certain transfers in connection with a registered public offering or pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), for so long as any share of Series A Preferred Stock is issued and outstanding, without Catalent’s prior written consent, the Relevant Holders may not transfer any share of Series A Preferred Stock or any share of Common Stock issued upon conversion of Series A Preferred Stock to certain specified persons, including (a) certain competitors of Catalent, (b) any person that has filed (individually or jointly with others in a “group” (as such term is used in Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”))) a report on Schedule 13D or Schedule 13G pursuant to Regulation 13D-G promulgated under the Exchange Act, (c) any person who the transferring holder knows or reasonably should know is or has been an activist investor in the three years prior to any such proposed transfer, or

(d) any person who the transferring holder knows (after reasonable inquiry of such person) would be required to file (individually or jointly with others in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act)) a report on Schedule 13D or Schedule 13G pursuant to Regulation 13D-G promulgated under the Exchange Act with respect to its ownership of shares of capital stock of Catalent as a result of the proposed transfer.

For so long as the Relevant Holders are entitled to designate a designee for nomination to the Board, such holders have certain customary access and information rights.

The foregoing description of the Stockholders’ Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stockholders’ Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Registration Rights Agreement

In connection with the Preferred Stock Issuance Closing, Catalent and the Investors entered into a Registration Rights Agreement dated as of the Closing Date (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the holders of shares of Series A Preferred Stock and shares of Common Stock issued upon conversion of Series A Preferred Stock will have certain customary registration rights with respect to such shares of Series A Preferred Stock and such shares of Common Stock.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Amendment No. 4 to Amended and Restated Credit Agreement

On the Closing Date, Catalent Pharma Solutions, Inc., as borrower (in such capacity, the “Borrower”), entered into Amendment No. 4 to Amended and Restated Credit Agreement (the “Incremental Amendment”) by and among the Borrower, PTS Intermediate Holdings LLC (“Holdings”), the subsidiaries of Holdings party thereto (together with Holdings, the “Guarantors”), JP Morgan Chase Bank, N.A., as the administrative agent, collateral agent, swing line lender, and letter of credit issuer, and the lenders and other parties thereto, which Incremental Amendment amends that certain Amended and Restated Credit Agreement, dated as of May 20, 2014, among the Borrower, Holdings, the Guarantors party thereto, JP Morgan Chase Bank, N.A., as the administrative agent, collateral agent, and swing line lender (as successor to the former agent specified therein), and the lenders and other parties thereto (as amended by Amendment No. 1 dated as of December 1, 2014, Amendment No. 2 dated as of December 9, 2016, Amendment No. 3 dated as of October 18, 2017, and the Incremental Amendment, the “Credit Agreement”). Pursuant to the Incremental Amendment: (i) the Borrower borrowed $950 million aggregate principal amount through incremental term B loans (“Incremental Dollar Term B-2 Loans”) and (ii) the existing revolving credit commitments of $200 million were replaced by new revolving credit commitments of $550 million (“Incremental Revolving Credit Commitments”). The Incremental Dollar Term B-2 Loans constitute a new class of dollar term loans under the Credit Agreement with the same principal terms as the existing dollar term loans under the Credit Agreement (including: (A) an interest rate margin for eurodollar rate loans of 2.25% per annum (with a eurodollar rate floor of 1.00%) and 1.25% per annum for base rate loans and (B) quarterly 0.25% amortization), except the maturity date for the Incremental Dollar Term B-2 Loans is the earlier of (1) May 17, 2026 and (2) the 91 ^st day prior to the maturity of the Borrower’s 4.75% senior unsecured notes due 2024 (the “2024 Senior Notes”) or a permitted refinancing thereof, if on such 91 ^st day any of the 2024 Senior Notes remain outstanding. The Incremental Revolving Credit Commitments constitute revolving credit commitments under the Credit Agreement with the same principal terms as the previously existing revolving credit commitments under the Credit Agreement (including an interest rate margin for eurodollar rate loans of 2.25% per annum if a calculated total leverage ratio is greater than or equal to 4.50 to 1.00, or 2.00% per annum if such total leverage ratio is less than 4.50 to 1.00 (with a eurodollar rate floor of 0% in either case), and a margin of 1.25% or 1.00% per annum for base rate loans corresponding to such respective leverage ratios), except the maturity date for all revolving loans is now the earlier of (1) May 17, 2024 and (2) the 91 ^st day prior to the maturity of any dollar term loans or euro term loans under the Credit Agreement, or any permitted refinancing thereof, if on such 91 ^st day any of such dollar term loans or euro term loans remain outstanding. The proceeds of the Incremental Dollar Term B-2 Loans were used to pay a portion of the Closing Payment, related fees and expenses, and a voluntary prepayment of $300 million principal amount of existing dollar term loans outstanding under the Credit Agreement. The Incremental Dollar Term B-2 Loans and Incremental Revolving Credit Commitments are guaranteed by Holdings and all material wholly owned domestic subsidiaries of the Borrower, including Paragon, and the Guarantors have pledged substantially all of their assets as collateral for loans and other credit extensions under the Credit Agreement, including the Incremental Dollar Term B-2 Loans and Incremental Revolving Credit Commitments.

The foregoing description of the Incremental Amendment, and the related Incremental Dollar Term B-2 Loans and Incremental Revolving Credit Commitments, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Incremental Amendment, which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information under the heading “Merger” contained in Item 1.01 is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information under the heading “Amendment No. 4 to Amended and Restated Credit Agreement” contained in Item 1.01 is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information under the heading “Certificate of Designation of the Series A Preferred Stock” contained in Item 1.01 is incorporated herein by reference.

As described in Item 1.01, on the Closing Date, Catalent issued to the Investors 650,000 shares of Series A Preferred Stock for an aggregate purchase price of $650 million, or $1,000 per share, pursuant to the Investment Agreement. This issuance and sale was exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof. The Investors represented to Catalent that each is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act and that the shares of Series A Preferred Stock were acquired for investment purposes and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to Catalent’s book-entry records in respect of all such shares of Series A Preferred Stock.

Item 3.03 Material Modification to Rights of Security Holders.

The information under the headings “Investment Agreement,” “Certificate of Designation of the Series A Preferred Stock,” “Stockholders’ Agreement” and “Registration Rights Agreement” contained in Item 1.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Increase in Size of the Board

As previously disclosed in Catalent’s Current Report on Form 8-K filed on April 17, 2019 (the “April 17 ^th 8-K”), the Board, contingent upon and effective as of the Preferred Stock Issuance Closing, approved an increase in the size of the Board from ten members to eleven members. On the Closing Date, the Board increased in size from ten members to eleven members.

Appointment of New Director

As previously disclosed in the April 17 ^th 8-K, the Board, contingent upon and effective as of the Preferred Stock Issuance Closing, appointed Peter Zippelius as a director. As of the Closing Date, Mr. Zippelius has joined the Board to serve a term expiring at the 2019 Annual Meeting of Catalent’s stockholders or until his successor is duly elected and qualified. Mr. Zippelius was designated by the Investors to be appointed to the Board in accordance with the terms and conditions of the Stockholders’ Agreement.

Mr. Zippelius is a partner of Leonard Green, which he joined in 2018. Previously Mr. Zippelius was a Managing Director and Co-Head of North American Healthcare Investment Banking at J.P. Morgan, which he joined in 2015. Prior to J.P. Morgan, Mr. Zippelius was a Managing Director and Co-Head of Healthcare Services Investment Banking at Deutsche Bank Securities, and prior to that, he was a Managing Director in the Healthcare Investment Banking group at Morgan Stanley. Mr. Zippelius began his career in the Mergers and Acquisitions department of Solomon Smith Barney. He earned a Bachelor of Science degree in Finance from Virginia Polytechnic Institute and State University.

Mr. Zippelius will receive Catalent’s standard compensation provided for service on the Board to all members of the Board who are not employees of the Company. This compensation currently includes an annual cash retainer of $100,000, payable in quarterly installments in arrears, and an annual grant of restricted stock units having a fair market value equal to $175,000. The restricted stock units vest in full after one year of service and are subject to accelerated vesting in the event of a “change of control.” The initial cash retainer and restricted stock unit award received by Mr. Zippelius will be pro-rated based on the portion of Catalent’s current fiscal year during which he is expected to serve. Mr. Zippelius has instructed Catalent that the cash retainer be paid to Leonard Green, and that he will hold the restricted stock units that he receives for the benefit of Leonard Green.

In addition, pursuant to Catalent’s stock ownership policy, Mr. Zippelius will be required to own shares of Common Stock in an amount equal to five times the annual cash retainer. For purposes of this requirement, a director’s holdings include shares held directly or indirectly, individually or jointly, shares underlying vested equity-based awards, and shares held under a deferral or similar plan. Mr. Zippelius is also required to retain 100% of the shares received following exercise of options or upon settlement of vested restricted stock units (net of any shares used to satisfy any applicable tax withholding obligations) until the minimum holding level is reached.

There is no transaction between Mr. Zippelius and the Company that would be reportable under Item 404(a) of Regulation S-K promulgated under the Securities Act, other than the transactions consummated pursuant to the terms and conditions of the Investment Agreement.

As previously disclosed in the April 17 ^th 8-K, the Board also considered the independence of Mr. Zippelius in the context of the NYSE listing standards and Catalent’s Corporate Governance Guidelines and concluded that Mr. Zippelius qualifies as an independent director, including with respect to such applicable standards and guidelines.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information contained under the heading “Certificate of Designation of the Series A Preferred Stock” in Item 1.01 is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 20, 2019, Catalent issued a press release relating to the items described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 7.01.

The information contained in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished to the Securities and Exchange Commission pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act.

Cautionary Note Concerning Forward-Looking Statements

This report, including the exhibits filed and furnished herewith, contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “foresee,” “likely,” “may,” “will,” “would” or other words or phrases with similar meanings. Similarly, statements that describe Catalent’s objectives, plans or goals are, or may be, forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Some of the factors that could cause actual results to differ include, but are not limited to, the following: the integration of Paragon into the Company or realizing on the anticipated business from and other benefits of the acquisition; changes to Catalent’s business, its industry, or the overall economic climate that limit its ability to obtain the desired deleveraging, general industry conditions and competition; product or other liability risk inherent in the design, development, manufacture and marketing of its offerings; inability to

enhance Catalent’s existing or introduce new technology or services in a timely manner; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; and Catalent’s substantial debt and debt service requirements that restrict its operating and financial flexibility and impose significant interest and financial costs; or difficulty in integrating other acquisitions into Catalent’s existing business, thereby reducing or eliminating the anticipated benefits of the acquisition of Paragon. For a more detailed discussion of these and other factors, see the information under the caption “Risk Factors” in Catalent’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 filed with the Securities and Exchange Commission. All forward-looking statements in this report speak only as of the date of this report or as of the date they are made, and Catalent does not undertake to update any forward-looking statement as a result of new information or future events or developments unless and to the extent required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


		The following Exhibits are filed as part of this Current Report on Form 8-K.

Exhibit No.		Description

3.1*		Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, Par Value $0.01 Per Share, of Catalent, Inc.

10.1*		Stockholders’ Agreement, dated as of May 17, 2019, by and among Catalent, Inc., Green Equity Investors VII, L.P., Green Equity Investors Side VII, L.P., LGP Associates VII-A LLC and LGP Associates VII-B LLC.

10.2*		Registration Rights Agreement, dated as of May 17, 2019, by and among Catalent, Inc., Green Equity Investors VII, L.P., Green Equity Investors Side VII, L.P., LGP Associates VII-A LLC and LGP Associates VII-B LLC.

10.3		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. (incorporated by reference to Exhibit 10.1 to Catalent’s Current Report on Form 8-K filed April 17, 2019).

10.4*		Amendment No. 4 to Amended and Restated Credit Agreement by and among /Catalent Pharma Solutions, Inc., as Borrower, PTS Intermediate Holdings LLC, as Holdings, the subsidiaries of Holdings party thereto, JP Morgan Chase Bank, N.A., as the administrative agent, collateral agent, swing line lender, and letter of credit issuer, and the lenders and other parties thereto.

* Filed herewith

		The following Exhibit is furnished as part of this Current Report on Form 8-K.

99.1**		Press release, dated May 20, 2019, issued by Catalent, Inc.

**	Furnished herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		Catalent, Inc.
		(Registrant)

By:		/s/ STEVEN L. FASMAN
		Steven L. Fasman
		Senior Vice President, General Counsel, and Secretary

Date: May 22, 2019

Exhibit 3.1

CATALENT, INC.

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES A CONVERTIBLE PREFERRED STOCK

PURSUANT TO SECTION 151 OF THE

DELAWARE GENERAL CORPORATION LAW

The undersigned, Steven L. Fasman, does hereby certify that:

I am the Secretary of Catalent, Inc., a Delaware corporation (the “ Corporation ”).

The Corporation is authorized to issue 100,000,000 shares of preferred stock, par value $0.01 per share, none of which has been issued prior to the date hereof.

The following resolutions were duly adopted by the Board of Directors of the Corporation (the “ Board of Directors ”):

WHEREAS, the certificate of incorporation of the Corporation (the “ Charter ”) provides for a class of its authorized stock known as Preferred Stock, consisting of 100,000,000 shares, par value $0.01 per share, issuable from time to time in one or more series;

WHEREAS, the Board of Directors is expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix, without further stockholder approval, the designation of such series, the powers (including voting powers), preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, and the number of shares of such series; and

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the powers, preferences, rights, qualifications, limitations, restrictions and other matters relating to a series of shares of preferred stock, which shall initially consist of 1,000,000 shares of preferred stock that the Corporation has the authority to issue as Series A Convertible Preferred Stock, as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows:

ARTICLE I

DESIGNATION AND FORM

The shares of such series shall be designated “Series A Convertible Preferred Stock” and the number of shares constituting such series shall initially be 1,000,000 (the “ Series A Preferred Stock ”). Subject to the terms and conditions set forth in Article VI, the number of shares of Series A Preferred Stock may be increased or decreased (but not below the number of shares of Series A Preferred Stock then issued and outstanding) by (a) further resolution duly adopted by the Board of Directors, or any duly authorized committee thereof, and (b) the filing of an amendment to this Certificate of Designation pursuant to the applicable provisions of the DGCL stating that such increase, or decrease, as applicable, has been so authorized . Series A Preferred Stock will be evidenced in book-entry form and shall not be certificated.

ARTICLE II

CURRENCY

All shares of Series A Preferred Stock shall be denominated in United States dollars, and all payments and distributions thereon or with respect thereto shall be made in United States dollars. All references herein to “$” or “dollars” refer to United States dollars.

ARTICLE III

RANKING

The Series A Preferred Stock shall, with respect to dividend rights and rights upon a Liquidation Event, rank:

A. senior to each other class or series of Capital Stock of the Corporation now existing or hereafter authorized, classified or reclassified, the terms of which do not expressly provide that such class or series ranks on a parity basis with, or senior to, the shares of Series A Preferred Stock with respect to dividend rights or rights upon a Liquidation Event, including the shares of common stock of the Corporation, par value $0.01 per share (the “ Common Stock ”) (all such Capital Stock, including the Common Stock, collectively, the “ Junior Stock ”);

B. on a parity basis with each other class or series of Capital Stock of the Corporation now existing or hereafter authorized, classified or reclassified, the terms of which expressly provide that such class or series ranks on a parity basis with the shares of Series A Preferred Stock with respect to dividend rights or rights upon a Liquidation Event (all such Capital Stock collectively, the “ Parity Stock ”); and

C. junior to each other class or series of Capital Stock of the Corporation now existing or hereafter authorized, classified or reclassified, the terms of which expressly provide that such class or series ranks senior to the shares of Series A Preferred Stock with respect to dividend rights or rights upon a Liquidation Event (all such Capital Stock collectively, the “ Senior Stock ”).

The Series A Preferred Stock shall, with respect to dividend rights and rights upon a Liquidation Event, rank junior to any and all existing or future claims in respect of Indebtedness of the Corporation or any of its Subsidiaries.

ARTICLE IV

DIVIDENDS

A. Each share of Series A Preferred Stock shall be entitled to receive, when, as and if authorized and declared by the Board of Directors, out of any funds legally available therefor, cumulative dividends in an amount equal to (i) 5.00% per annum of the Stated Value of such share as of the Record Date for such dividend (such rate per annum, as may be adjusted pursuant to the terms and conditions hereof, including Section (H) of this Article IV, the “ Dividend Rate ”; each such dividend on the Series A Preferred Stock, a “ Regular Dividend ” and, collectively, the “ Regular Dividends ”), and (ii) on an as-converted basis, any dividend or other distribution, whether paid in cash, in-kind or in other property (including, for the avoidance of doubt, any securities), authorized and declared by the Board of Directors on the issued and outstanding shares of Common Stock in an amount determined by assuming that the number of shares of Common Stock into which such share of such Series A Preferred Stock could be converted pursuant to Section (C) of Article VII on the applicable Record Date for such dividend or distribution on the Common Stock were issued to, and held by, the Holder of such share of Series A Preferred Stock on such Record Date (each such dividend on the Series A Preferred Stock pursuant to this clause (ii), a “ Participating Dividend ” and, collectively, the “ Participating Dividends ” and, together with the Regular Dividends, the “ Dividends ”). For purposes of this Certificate of Designation, the term “ Stated Value ” shall mean $1,000.00 per share of Series A Preferred Stock, as adjusted pursuant to Sections (C) and (D) of this Article IV, as applicable.

B. Regular Dividends shall be payable quarterly in arrears, if, as and when authorized and declared by the Board of Directors, or any duly authorized committee thereof, to the extent not prohibited by law, on March 31, June 30, September 30 and December 31 of each year (unless any such day is not a Business Day, in which event such Regular Dividends shall be payable on the next succeeding Business Day, without accrual of interest thereon to the actual payment date), commencing on June 30, 2019 (each such payment date, a “ Regular Dividend Payment Date ,” and the period from, and including, the Issue Date to, and including, the first Regular Dividend Payment Date and each such quarterly period thereafter from, but excluding, the immediately preceding Regular Dividend Payment Date to, and including, the next occurring Regular Dividend Payment Date, a “ Regular Dividend Period ”). The amount of Regular Dividends payable in respect of each share of Series A Preferred Stock for any period shall be computed on the basis of a 360-day year consisting of twelve thirty-day months. Regular Dividends shall begin to accrue from the Issue Date whether or not declared and whether or not the Corporation has assets legally available to make payment thereof, at a rate equal to the applicable Dividend Rate and, if not declared and paid, shall be cumulative, regardless of whether or not in any Regular Dividend Period there are funds of the Corporation legally available for the payment of such Regular Dividend. In the event that the Board of Directors has authorized the payment of any Regular Dividend, the Corporation may, in its sole discretion and notwithstanding anything to the contrary in this Certificate of Designation, settle such Regular Dividend in cash out of funds legally available therefor, in-kind pursuant to the terms and conditions of Section (C) of this Article IV,

or a combination of cash and in-kind settlement pursuant to the terms and conditions of Section (D) of this Article IV, and the Corporation shall set aside sufficient funds for the portion of any Regular Dividend to be paid in whole or in part in cash before the Board of Directors or any other authorized Person may declare, set apart funds for or pay any dividend on the Junior Stock; provided , however , that, to the extent any such payment in cash is prohibited by the Specified Contract Terms, such payment will be made in-kind in accordance with the terms and conditions of Section (C) of this Article IV. Participating Dividends shall be payable as and when paid to the holders of shares of Common Stock (each such date, a “ Participating Dividend Payment Date ” and, together with a Regular Dividend Payment Date, a “ Dividend Payment Date ”). Participating Dividends are payable on a cumulative basis once declared, regardless of whether or not there are then funds of the Corporation available for the payment of such Participating Dividend pursuant to law or Specified Contract Terms.

C. With respect to each share of Series A Preferred Stock, any Regular Dividend or portion thereof in respect of such share of Series A Preferred Stock that has accrued during any applicable Regular Dividend Period but is not paid (in whole or in part) in cash on the applicable Regular Dividend Payment Date (the amount of any accrued and unpaid Regular Dividend with respect to any share of Series A Preferred Stock for any Regular Dividend Period, regardless of whether such Regular Dividend is paid in cash or kind, the “ Accrued Dividend Amount ” with respect to such share of Series A Preferred Stock for such Regular Dividend Period) shall, regardless of whether or not such Regular Dividend is authorized and declared by the Board of Directors, or whether the Corporation has assets legally available to make payment thereof, be added to the Stated Value of such share of Series A Preferred Stock immediately following the Close of Business on such Regular Dividend Payment Date. Any such addition of the Accrued Dividend Amount in respect of a share of Series A Preferred Stock to the Stated Value of such share of Series A Preferred Stock pursuant to this Section (C) of Article IV is referred to herein as a “ PIK Dividend .” The Accrued Dividend Amount in respect of any Regular Dividend Period that is not paid (in whole or in part) in cash shall, without duplication of any prior PIK Dividends (if any) only be added to the Stated Value of such share of Series A Preferred Stock once. Regular Dividends with respect to each share of Series A Preferred Stock shall continue, from and after the date of each PIK Dividend, if any, to accrue in an amount per annum equal to the Dividend Rate (as such amount per annum may be adjusted pursuant to the terms and conditions hereof) of the Stated Value of such share of Series A Preferred Stock as of the relevant Record Date. Notwithstanding anything to the contrary in this Certificate of Designation, the Corporation will not be permitted to make any PIK Dividend election to the extent such election would violate the listing standards of the Principal Stock Exchange; provided , however , that nothing herein will affect the compounding of any Regular Dividend that the Corporation does not pay in cash (which compounding will apply even if the Corporation is otherwise prohibited from electing to make any PIK Dividend pursuant to this sentence).

D. In the event that the Board of Directors has authorized and declared the payment of a Regular Dividend and the settlement of such Regular Dividend payment in part by payment of cash to each Holder of shares of Series A Preferred Stock and in part pursuant to a PIK Dividend (any such Regular Dividend, a “ Cash and PIK Dividend ”), the Corporation shall, on the applicable Regular Dividend Payment Date and in respect of each share of Series A Preferred Stock, (i) pay to the Holder thereof an amount of cash equal to the Cash and PIK Dividend Cash Settlement Amount in respect of such share of Series A Preferred Stock, and (ii) add to the Stated

Value of such share of Series A Preferred Stock an amount equal to (A) the Accrued Dividend Amount with respect to such share of Series A Preferred Stock for the Regular Dividend Period ending on, and including, such Regular Dividend Payment Date, minus (B) the Cash and PIK Dividend Cash Settlement Amount in respect of such share of Series A Preferred Stock. If the Board of Directors declares a Cash and PIK Dividend, and any portion of the cash payment of such Cash and PIK Dividend per share of Series A Preferred Stock is not paid pursuant to the terms of this Article IV, then such portion shall be added to the Stated Value of such share of Series A Preferred Stock in accordance with the terms of this Section (D) of Article IV.

E. In the event that the Board of Directors has authorized and declared the payment of a Participating Dividend, such Participating Dividend shall be paid in a manner consistent with the payments of dividends on the shares of Common Stock. The Corporation will not declare any dividend or distribution on the Common Stock unless, concurrently therewith, the Corporation declares a corresponding Participating Dividend in accordance with Section (A) of this Article IV.

F. Except as otherwise provided herein, if at any time the Corporation pays, in cash, less than the total amount of Dividends then accrued, but unpaid, with respect to the shares of Series A Preferred Stock, such cash payment shall be distributed pro rata among the Holders thereof based upon the Stated Value of all shares of Series A Preferred Stock held by each such Holder as of the Record Date for such payment. When Dividends are not paid in full upon the Series A Preferred Stock, all dividends declared on Series A Preferred Stock and any other class or series of Parity Stock shall be paid pro rata so that the amount of dividends so declared on the shares of Series A Preferred Stock and each such other class or series of Parity Stock shall in all cases bear to each other the same ratio as accrued, but unpaid, Dividends (for the full amount of dividends that would be payable for the most recently completed Regular Dividend Period if dividends were declared in full on non-cumulative Parity Stock) on the Series A Preferred Stock and such other class or series of Parity Stock bear to each other.

G. Within one Business Day of the Record Date for any Regular Dividend, the Corporation will send written notice to each Holder of shares of Series A Preferred Stock stating (i) whether such Regular Dividend will be paid in cash, by increasing the Stated Value of each share of Series A Preferred Stock pursuant to Section (C) of this Article IV, or pursuant to a Cash and PIK Dividend pursuant to Section (D) of this Article IV, and (ii) if such Regular Dividend will be paid, at least in part, by increasing the Stated Value of a share of Series A Preferred Stock pursuant to Section (C) of this Article IV or pursuant to a Cash and PIK Dividend pursuant to Section (D) of this Article IV, the Stated Value of each share of Series A Preferred Stock immediately before and immediately after the applicable increase. If the Corporation fails to send such written notice at or before the Close of Business on the Business Day immediately following the Record Date for any Regular Dividend, then the Corporation will be deemed to have irrevocably elected to pay such Regular Dividend solely by increasing the Stated Value of each share of Series A Preferred Stock pursuant to Section (C) of this Article IV.

H. If the quotient obtained by dividing the Year Four Price by the Announcement Price is (i) eighty percent (80.0%) or greater, but less than one hundred percent (100%), then, effective from and after the four-year anniversary of the Issue Date, the Dividend Rate shall be automatically adjusted to 6.50% per annum, or (ii) less than eighty percent (80%),

then, effective from and after the four-year anniversary of the Issue Date, the Dividend Rate shall be automatically adjusted to 8.00% per annum; provided , however , that, if the quotient obtained by dividing the Year Four Price by the Announcement Price is equal to or greater than the quotient obtained by dividing the S&P Year Four Price by the S&P Announcement Price, then (x) no adjustment to the Dividend Rate shall be made on the four-year anniversary of the Issue Date, and (y) in lieu of such adjustment, if, on the five-year anniversary of the Issue Date, the quotient obtained by dividing the Year Five Price by the Announcement Price is (I) eighty percent (80.0%) or greater, but less than one hundred percent (100%), then, effective from and after the five-year anniversary of the Issue Date, the Dividend Rate shall be automatically adjusted to 6.50% per annum, or (II) less than eighty percent (80%), then, effective from and after the five-year anniversary of the Issue Date, the Dividend Rate shall be automatically adjusted to 8.00% per annum. For the avoidance of doubt, in the event that the Year Four Price or Year Five Price, as applicable, is equal to or in excess of the Announcement Price, no adjustment or modification to the Dividend Rate shall be made hereunder. Except as set forth in this Section (H) of Article IV, the Dividend Rate shall not be subject to any adjustment or modification hereunder.

I. Subject to the terms and conditions of Articles VII and VIII, for so long as any share of Series A Preferred Stock remains issued and outstanding, from and after the time, if any, that the Corporation shall have failed to satisfy any accrued, but unpaid, Regular Dividend for all prior Regular Dividend Periods in accordance with the terms and conditions of this Article IV or failed to pay or distribute, as applicable, any unpaid Participating Dividend in accordance with the terms and conditions of this Article IV, no dividend shall be declared, paid or set apart for payment, and no other distribution declared or made, upon any Junior Stock, nor shall any Junior Stock be redeemed, purchased or otherwise acquired for any consideration (nor shall any moneys be paid to or made available for a sinking fund for the redemption or other purchase of any such Junior Stock) by the Corporation, directly or indirectly, until (i) the unpaid Accrued Dividend Amount for all prior Regular Dividend Periods, together with the amount of all unpaid Participating Dividends, if any, with respect to each share of Series A Preferred Stock shall have been paid in full, or (ii) all such Dividends have been or contemporaneously are declared and a sum sufficient for the payment of such Accrued Dividend Amount together with any unpaid Participating Dividend with respect to each share of Series A Preferred Stock has been or is set aside for the benefit of the Holders, in each case without the prior written consent of the Majority Holders; provided , however , that the foregoing limitation shall not apply to:

purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, managers or consultants of or to the Corporation or any of its Subsidiaries;

an exchange, redemption, reclassification or conversion of any class or series of Junior Stock solely for any other class or series of Junior Stock (and cash payments in lieu of issuing fractional shares of such Junior Stock);

any dividend in the form of shares, warrants, options or other rights where the dividended shares or the shares issuable upon exercise of

such warrants, options or other rights are the same shares as those on which the dividend is being paid or ranks equal or junior to such shares;

any distribution, to holders of Junior Stock, of Junior Stock or rights to purchase Junior Stock; or

any dividend in connection with the implementation of a bona fide stockholder rights or similar plan, or a redemption or repurchase of any Junior Stock pursuant to any such stockholder rights or similar plan.

ARTICLE V

LIQUIDATION, DISSOLUTION OR WINDING UP

A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (each, a “ Liquidation Event ”), after satisfaction of all liabilities and obligations to creditors of the Corporation, subject to the rights of any class or series of Senior Stock and before any distribution or payment shall be made to any holder of any Junior Stock, and subject to Section (C) of this Article V, each Holder shall be entitled to receive, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) legally available therefor, an amount per share of Series A Preferred Stock equal to the greater of:

the sum of (a) the Stated Value with respect to such share, plus (b) any unpaid Participating Dividend with respect to such share as of the date of the liquidating payment, plus (c) without duplication of any accrued and unpaid Regular Dividends previously added to the Stated Value of such share of Series A Preferred Stock, all accrued and unpaid Regular Dividends with respect to such share through, but excluding, the date of the liquidating payment; and

the amount that such Holder would have received had such Holder, as of the commencement of such Liquidation Event, converted each share of Series A Preferred Stock held by such Holder into Conversion Shares (as defined below) pursuant to Section (C) of Article VII using the then-applicable Conversion Price (the greater of the applicable amounts referred to in Sections (A)(1) and (A)(2) of this Article V, the “ Liquidation Preference ”).

B. No Holder shall (i) be entitled to any payment in respect of its shares of Series A Preferred Stock in the event of any Liquidation Event other than payment of the Liquidation Preference expressly provided for in Section (A) of this Article V, or (ii) have any further right or claim to any of the Corporation’s remaining assets, including any right or claim to participate in the receipt of any payment on Junior Stock in connection therewith (except as provided in Section (A)(2) of this Article V).

C. If, in connection with any liquidating distribution pursuant to Section (A) of this Article V, the assets of the Corporation or proceeds thereof are not sufficient to pay in full the applicable Liquidation Preference payable on the shares of Series A Preferred Stock and the corresponding liquidating distributions payable on the shares of Parity Stock, if any, then such assets, or the proceeds thereof, shall be paid pro rata in accordance with the full respective aggregate liquidating distributions that would be payable on all such shares if all amounts payable thereon were paid in full.

D. For purposes of this Article V, the (i) merger, consolidation, exchange, amalgamation or combination of the Corporation with or into any other entity, (ii) merger, consolidation, exchange, amalgamation or combination of any other entity with or into the Corporation, or (iii) sale, conveyance, lease or other disposition of all or substantially all of the assets of the Corporation, in each case, shall not constitute a Liquidation Event.

ARTICLE VI

VOTING RIGHTS

A. Except as otherwise required by law, (i) each Holder shall be entitled to a number of votes equal to the largest number of whole shares of Common Stock into which all shares of Series A Preferred Stock held of record by such Holder could then be converted pursuant to Section (C) of Article VII as of the Record Date for the determination of stockholders entitled to vote or consent on the applicable matter(s) or, if no such Record Date is established, at the date such vote or consent is taken or any written consent of such stockholders is first executed, (ii) except as otherwise provided in this Article VI and subject to the requirements of applicable law, the Holders shall be entitled to vote as a single class together with the holders of shares of Common Stock (and, to the extent applicable, with the holders of any other class or series of Capital Stock of the Corporation) on all matters submitted for a vote of or consent by holders of shares of Common Stock (subject to that certain Stockholders’ Agreement, to be entered into as of the Issue Date, by and between the Corporation, Green Equity Investors VII, L.P., a Delaware limited partnership, and Green Equity Investors Side VII, L.P., a Delaware limited partnership (as may be amended from time to time, the “ Stockholders’ Agreement ”) with respect to the election of directors), (iii) each Holder shall be entitled to notice of all meetings of the holders of shares of Common Stock (or of any proposed action by written consent of such holders) in accordance with the Bylaws as if the Holders were holders of shares of Common Stock, and (iv) so long as the Majority Approved Holders have the right to designate a director for nomination pursuant to Section 1.1(b) of the Stockholders’ Agreement, the Holders shall be entitled to vote as a single class on the election of such director as provided in Section (C) of this Article VI.

B. For so long as any share of Series A Preferred Stock remains issued and outstanding, the Corporation shall not, without first obtaining the written consent of the Majority Holders or the affirmative vote of the Majority Holders at a meeting of all Holders called for that purpose, take any of the following actions:

Charter or the Bylaws that would have an adverse effect on the rights, preferences, privileges or voting powers of the shares of Series A Preferred Stock;

any change, amendment, alteration or repeal (including as a result of a merger, consolidation, exchange, amalgamation, combination, or other similar or extraordinary transaction) of any provision of the Charter, or any other action, in each case to authorize (or increase the number of authorized shares of), create, classify, reclassify or issue any Parity Stock (or any additional shares of Series A Preferred Stock) or Senior Stock; provided , however , that, effective as of such time there are fewer than 100,000 shares of Series A Preferred Stock issued and outstanding, the approval right of the Majority Holders pursuant to this Section (B)(2) of Article VI shall automatically terminate and be of no further force or effect without the requirement of any additional action by any Holder or the Corporation; or

cause the Corporation and its Subsidiaries to incur any Indebtedness to the extent such incurrence would cause the Corporation’s Total Leverage Ratio for any applicable Test Period to exceed 6:00:1:00 determined on a Pro-Forma Basis (as the terms “Indebtedness,” “Total Leverage Ratio,” “Test Period,” “Pro-Forma Basis” and all related and constituent defined terms, including “Consolidated Total Debt” and “Consolidated EBITDA,” are defined in the Credit Agreement).

Upon the first date that all shares of Series A Preferred Stock cease to be issued and outstanding, the provisions set forth in the foregoing Sections (B)(1) through (B)(3) of this Article VI shall (unless terminated earlier in accordance with the terms and conditions of any such provision) automatically terminate and be of no further force or effect without the requirement of any additional action by any of the Holders or the Corporation.

C. For so long as the Majority Approved Holders have the right to designate a director for nomination pursuant to Section 1.1(b) of the Stockholders’ Agreement, the Majority Holders shall have the right to elect and appoint one member of the Board of Directors at any meeting of stockholders of the Corporation at which directors are to be elected or appointed, except such meetings for the purpose of filling vacancies or newly created directorships (other than for the purpose of filling a vacancy or newly created directorship to be filled by the person to be elected by the Majority Holders), voting as a separate class from the holders of shares of Common Stock (and, to the extent applicable, as a separate class from the holders of any other class or series of Capital Stock of the Corporation) or by execution of a written consent in lieu of such vote. Any Person elected or appointed pursuant to this Article VI shall, at all times, serve a one-year term and shall not be designated as a member of any class of directors of the Corporation (it being acknowledged and agreed that such Person (or such Person’s designated successor in accordance with the Stockholders’ Agreement and Section (D) of this Article VI) shall be a nominee for election at the Corporation’s 2019 annual meeting of stockholders of the Corporation and each

subsequent meeting of stockholders of the Corporation at which directors are to be elected or appointed, except such meetings for the purpose of filling vacancies or newly created directorships (other than a vacancy to be filled by the person to be elected by the Majority Holders)).

D. In the event of the death, resignation, retirement, disqualification, disability or removal of a director elected or appointed by the Majority Holders, the Majority Holders may, to the extent the Majority Approved Holders have the right to designate a director for nomination pursuant to Section 1.1(b) of the Stockholders’ Agreement at such time, elect or appoint a replacement designee to fill the resulting vacancy; provided that, if a director elected by the Majority Holders is removed for cause, the replacement designee shall not be the same person who was so removed. Other than for cause, a director elected or appointed by the Majority Holders may not be removed by the Board of Directors or the stockholders of the Corporation without the prior written consent of the Majority Holders.

E. For purposes of clarification, any right of election, designation or appointment hereunder by the Majority Holders, as of any time of determination, shall mean a right of election, designation or appointment of such Holders at such time of determination as determined by the written consent, or affirmative vote at a meeting called for that purpose, of the Majority Holders.

F. For so long as any share of Series A Preferred Stock remains issued and outstanding, the Holders shall be entitled to vote as a single class on any amendment to this Certificate of Designation that relates solely to the terms of the Series A Preferred Stock and holders of shares of Common Stock shall not be entitled to vote thereon.

G. For so long as any share of Series A Preferred Stock remains issued and outstanding, any action required or permitted to be taken by the Holders of shares of Series A Preferred Stock may be effected without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Majority Holders and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of holders of any other class or series of Capital Stock of the Corporation are recorded.

ARTICLE VII

CONVERSION

A. Mandatory Conversion Right of the Corporation . Subject to the terms and conditions of this Article VII (including the conversion procedures set forth in Section (D) of this Article VII), at any time after the third anniversary of the Issue Date, if the 30-Day VWAP, measured as of the date that the Corporation’s Notice of Mandatory Conversion is sent pursuant to Section (B) of this Article VII, exceeds 150% of the Conversion Price, the Corporation shall have the right (but not the obligation) to convert (a “ Mandatory Conversion ”) all (and not less than all) of the then-issued-and-outstanding shares of Series A Preferred Stock into shares of Common Stock (the date selected by the Corporation for any Mandatory Conversion pursuant to this Section (A) of Article VII, the “ Mandatory Conversion Date ” and the foregoing right of the Corporation,

the “ Mandatory Conversion Right ”). In the case of a Mandatory Conversion, each Holder shall be entitled to receive, in respect of all of such Holder’s shares of Series A Preferred Stock (the number of such shares, a Holder’s “ Mandatory Converting Amount ”), (i) a number of whole shares of Common Stock equal to the product of (A) such Holder’s Mandatory Converting Amount, multiplied by (B) the quotient of (1) the sum of (x) the Stated Value of one share of Series A Preferred Stock as of the Mandatory Conversion Date, plus (y) the aggregate amount of unpaid Participating Dividends, if any, with respect to one share of Series A Preferred Stock, as of the Mandatory Conversion Date, plus (z) without duplication of all accrued and unpaid Regular Dividends previously added to the Stated Value of such share of Series A Preferred Stock, all accrued and unpaid Regular Dividends per share of Series A Preferred Stock through, but excluding, the Mandatory Conversion Date, divided by (2) the Conversion Price as of the Mandatory Conversion Date, and (ii) cash in lieu of any fractional share of Common Stock otherwise due (but for the requirement to deliver only whole shares) under clause (i), determined in accordance with Section (H) of Article IX; provided , however , that, if the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (aa) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the Close of Business on the applicable Record Date for such Dividend, notwithstanding the Corporation’s exercise of its Mandatory Conversion Right, and (bb) the amount of such Dividend, if a Regular Dividend, will not be included in the Stated Value referred to in clause (i)(B)(1)(x) above or added pursuant to clause (i)(B)(1)(z) above; provided , further , that the Corporation will in no event fix a Mandatory Conversion Date that is on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date unless the Board shall have authorized and declared such Dividend and the Corporation shall have set aside the full amount of such Dividend due on such Dividend Payment Date.

B. Mandatory Conversion Process . If the Corporation elects to effect a Mandatory Conversion, the Corporation shall provide written notice of the Mandatory Conversion to each Holder of shares of Series A Preferred Stock (such notice, a “ Notice of Mandatory Conversion ”). The Mandatory Conversion Date selected by the Corporation shall be at least five (5) Business Days and not more than fifteen (15) Business Days after the date on which the Corporation provides the Notice of Mandatory Conversion to each such Holder pursuant to this Section (B) of Article VII. The Notice of Mandatory Conversion shall state, as appropriate: (i) the Mandatory Conversion Date selected by the Corporation; (ii) the Conversion Price as in effect on the date of the Notice of Mandatory Conversion; (iii) the number of shares of Common Stock to be issued (and the amount of cash to be paid in lieu of any fractional share) to such Holder upon conversion of the shares of Series A Preferred Stock held by such Holder, calculated in accordance with the Conversion Price referred to in the immediately preceding clause (ii); and (iv) to the extent applicable pursuant to the first proviso in Section (A) of this Article VII, the amount of Dividends to be paid to such Holder on the next Dividend Payment Date. Notwithstanding anything to the contrary in this Article VII, the Corporation may not issue a Notice of Mandatory Conversion or effect a Mandatory Conversion or settle any such conversion unless the Liquidity Conditions are satisfied, as of the date such notice is sent, as of the related Mandatory Conversion Date and as of the date the Mandatory Conversion is settled, with respect to the shares of Common Stock to be issued in connection therewith.

C. Optional Conversion Right of the Holders . Subject to the terms and conditions of this Article VII (including the conversion procedures set forth in Section (D) of this Article VII), at any time after the twelve-month anniversary of the Issue Date (or, if earlier, the date the Corporation sends any Change of Control Notice), each Holder of shares of Series A Preferred Stock shall have the right, at such Holder’s option, to convert any or all of such Holder’s shares of Series A Preferred Stock (a Holder’s “ Optional Conversion Right ”), and the total number of shares of Series A Preferred Stock subject to a Holder’s exercise of its Optional Conversion Right (such number, a Holder’s “ Optional Converting Amount ”) shall be converted into (i) a number of whole shares of Common Stock equal to the product of (A) such Holder’s Optional Converting Amount, multiplied by (B) the quotient of (1) the sum of (x) the Stated Value of one share of Series A Preferred Stock as of the related Optional Conversion Date, plus (y) the aggregate amount of unpaid Participating Dividends, if any, with respect to one share of Series A Preferred Stock, as of such Optional Conversion Date, plus (z) without duplication of any accrued and unpaid Regular Dividends previously added to the Stated Value of such share of Series A Preferred Stock, all accrued and unpaid Regular Dividends per share of Series A Preferred Stock through, but excluding, such Optional Conversion Date, divided by (2) the Conversion Price as of such Optional Conversion Date, and (ii) cash in lieu of any fractional share otherwise due (but for the requirement to deliver only whole shares) under clause (i), determined in accordance with Section (H) of Article IX; provided , however , that, if the applicable Optional Conversion Date for the conversion of any share of Series A Preferred Stock occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the applicable Holder of each share of Series A Preferred Stock as of the Close of Business on the applicable Record Date for such Dividend, notwithstanding any such Holder’s exercise of its Optional Conversion Right, and (y) the amount of such Dividend, if a Regular Dividend, will not be included in the Stated Value referred to in clause (i)(B)(1)(x) above or added pursuant to clause (i)(B)(1)(z) above. Notwithstanding anything to the contrary set forth in this Section (C) of Article VII, in no event shall a Holder be entitled to exercise its Optional Conversion Right in respect of fewer than 25,000 shares of Series A Preferred Stock (unless such Holder’s exercise of its Optional Conversion Right is in respect of all remaining shares of Series A Preferred Stock held by such Holder).

D. Conversion Procedures . A Holder must comply with each of the following requirements in order to convert its Optional Converting Amount pursuant to Section (C) of this Article VII:

complete and manually sign the conversion notice substantially in the form of Annex A attached hereto (the “ Notice of Conversion ”), and deliver such Notice of Conversion to the Conversion Agent, with a copy thereof sent to the Corporation in accordance with Article XI;

if required, furnish appropriate endorsements and transfer documents in form and substance reasonably acceptable to the Corporation; and

if required, pay any share transfer, documentary, stamp or similar taxes not payable by the Corporation pursuant to the Investment Agreement.

The “ Optional Conversion Date ” shall mean the date on which a holder complies with the procedures set forth in this Section (D) of Article VII.

E. Effect of Conversion . Except to the extent provided in the first proviso to Section (A) of this Article VII or in the proviso to Section (C) of this Article VII, effective immediately as of to the Close of Business on the Mandatory Conversion Date or the Optional Conversion Date, Dividends shall no longer accrue or be declared on any such shares of Series A Preferred Stock and such shares of Series A Preferred Stock shall cease to be outstanding.

F. Record Holder of Securities Underlying a Conversion or Redemption; Settlement of Conversion Shares . The Holder of shares of Series A Preferred Stock subject to any exercise of (i) the Corporation’s Mandatory Conversion Right, (ii) a Holder’s Optional Conversion Right, or (iii) the Corporation Optional Redemption Right pursuant to Section (A) of Article VIII (to the extent, if any, that the Corporation shall elect to issue shares of Common Stock pursuant to such redemption), in each case, entitled to receive the shares of Common Stock issuable upon such conversion or redemption (such shares of Common Stock, the “ Conversion Shares ”) shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Close of Business on the Mandatory Conversion Date, the Optional Conversion Date or the Corporation Optional Redemption Date (as defined below), respectively; provided , however , that such Holder may identify one or more other Persons to receive such Conversion Shares in connection with any such conversion or redemption in such Holder’s Notice of Conversion (or, in the case of a Mandatory Conversion, in a written notice sent to the Corporation no later than the Business Day immediately following the related Mandatory Conversion Date) or documentation necessary to consummate such redemption duly submitted to the Conversion Agent or the Corporation, as applicable. In the case of a conversion, as promptly as practicable on or after the applicable Optional Conversion Date or Mandatory Conversion Date (and in no event later than the third Trading Day thereafter), the Corporation shall issue to such record holder(s) the number of whole Conversion Shares issuable upon such conversion (and deliver payment of cash in lieu of any fractional share of Common Stock otherwise due (but for the requirement to issue only whole shares), as determined in accordance with Section (H) of Article IX). In the case of any exercise of the Corporation Optional Redemption Right (to the extent, if any, that the Corporation shall elect to issue shares of Common Stock pursuant to such redemption), the related Conversion Shares will be issued on the related Corporation Optional Redemption Date. Conversion Shares shall not be certificated and shall be registered in the name of DTC’s nominee and delivered to the DTC (or the DTC custodian of the Common Stock) or, if directed otherwise by the applicable Holder, to the account so directed. In the event that a Holder shall not by written notice comply with any of the requirements set forth in this Section (F) of Article VII, the Corporation shall be entitled to register and deliver such Conversion Shares or, as applicable, cash to and in the name of the Holder in the manner shown in the books and records of the Corporation.

G. Status of Converted or Acquired Shares . Without limiting the right of Holders to receive any Dividend on a Dividend Payment Date pursuant to the first proviso to Section (A) of this Article VII or the proviso to Section (C) of this Article VII, (i) shares of Series

A Preferred Stock duly converted in accordance with this Certificate of Designation, or otherwise acquired by the Corporation in any manner whatsoever, shall be canceled upon the conversion or acquisition thereof, and (ii) all such shares of Series A Preferred Stock shall upon their cancelation constitute authorized but unissued shares of Preferred Stock, without designation or classification as to series, until such shares are once more designated or classified as part of a particular series by the Board of Directors pursuant to the provisions of the Charter.

ARTICLE VIII

REDEMPTION

A. Redemption at the Option of the Corporation . At any time after the fifth anniversary of the Issue Date, the Corporation shall have the right (but not the obligation) (the “ Corporation Optional Redemption Right ”) to redeem all (and not less than all) of the then-outstanding shares of Series A Preferred Stock, upon providing the Holders the applicable notice of redemption pursuant to Section (C) of this Article VIII, at a redemption price per share of Series A Preferred Stock (payable by the Corporation in cash, whole shares of Common Stock, or a combination of a cash and whole shares of Common Stock, at the Corporation’s election) equal to the sum of (i) Stated Value of one share of Series A Preferred Stock as of the Corporation Optional Redemption Date, plus (ii) the aggregate amount of unpaid Participating Dividends, if any, with respect to one share of Series A Preferred Stock as of the Corporation Optional Redemption Date, plus (iii) without duplication of any accrued and unpaid Regular Dividends previously added to the Stated Value of such share of Series A Preferred Stock, all accrued and unpaid Regular Dividends per share of Series A Preferred Stock through, but excluding, the Corporation Optional Redemption Date (the “ Corporation Optional Redemption Price ”); provided , however , that, if the Corporation Optional Redemption Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (A) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the Close of Business on the applicable Record Date for such Dividend, notwithstanding the Corporation’s exercise of the Corporation Optional Redemption Right; and (B) the amount of such Dividend, if a Regular Dividend, will not be included in the Stated Value referred to in the immediately preceding sentence or added pursuant to clause (iii) of such sentence; provided , further , that the Corporation will in no event fix a Corporation Optional Redemption Date that is on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date unless the Board shall have authorized and declared such Dividend and the Corporation shall have set aside the full amount of such Dividend due on such Dividend Payment Date. The Corporation Optional Redemption Price shall be paid to the Holders in the same form(s) of consideration and on a pro rata basis such that each Holder shall be entitled to receive, with respect to each single share of Series A Preferred Stock held by such Holder, the same amount of cash, shares of Common Stock, or combination thereof as each other Holder is entitled to receive with respect to each share of Series A Preferred Stock held by such other Holder. In the event that the Corporation elects to settle the payment of the Corporation Optional Redemption Price to each Holder through delivery of shares of Common Stock (a “ Physical Redemption Settlement ”) or a combination of a cash payment and delivery of shares of Common Stock (a “ Combination Redemption Settlement ”), (1) the value of each share of Common Stock issuable pursuant to such payment shall be equal to the 30-Day VWAP, measured as of the date that the Corporation provides the Holders the applicable

notice of redemption pursuant to Section (C) of this Article VIII, and (2) the Corporation shall pay to each Holder cash in lieu of any fractional share of Common Stock otherwise due (but for the requirement to deliver only whole shares) under this Section (A) of Article VIII, determined in accordance with Section (H) of Article IX. Notwithstanding anything to the contrary in this Article VIII, the Corporation may not exercise the Corporation Optional Redemption Right pursuant to a Physical Redemption Settlement or a Combination Redemption Settlement, issue any related notice with respect thereto, or settle any such redemption (I) unless the Liquidity Conditions are satisfied, as of the date the notice of the related redemption is sent and as of the Corporation Optional Redemption Date, with respect to the shares of Common Stock to be issued in connection therewith; and (II) before the Requisite Stockholder Approval is obtained, if at all, to the extent the number of Conversion Shares that would thereby be issuable would exceed the Number of Available Shares as of the date the related notice of redemption is sent pursuant to Section (C) of this Article VIII.

B. Mandatory Redemption Upon the Occurrence of a Change of Control .

In the event of a transaction resulting in a Change of Control, the Corporation (or its successor) shall be required to redeem, by irrevocable written notice to the Holders, all of the then-issued-and-outstanding shares of Series A Preferred Stock held by all Holders. Upon such redemption, the Corporation will pay or deliver, as applicable, to each Holder in respect of each share of Series A Preferred Stock held by such Holder, an amount equal to the greater of (a) cash in an amount equal to the sum of (1) the product of (x) the applicable Mandatory Redemption Multiplier, multiplied by (y) the Stated Value of one share of Series A Preferred Stock as of the Mandatory Redemption Date plus the aggregate amount of unpaid Participating Dividends, if any, with respect to one share of Series A Preferred Stock as of the Mandatory Redemption Date, plus (2) the aggregate amount of accrued and unpaid Dividends from the Dividend Payment Date immediately preceding the Mandatory Redemption Date through, but excluding, the Mandatory Redemption Date, and (b) the amount of cash and/or other assets such Holder would have received had such Holder, as of the Close of Business on the Business Day immediately prior to the effective date of such transaction resulting in a Change of Control, converted such share of Series A Preferred Stock into Conversion Shares pursuant to Section (C) of Article VII and participated in such transaction resulting in such Change of Control as a holder of shares of Common Stock (such greater amount, the “ Mandatory Redemption Price ”). No later than the consummation of any transaction resulting in a Change of Control, the Corporation (or its successor) shall deliver or cause to be delivered to each Holder the Mandatory Redemption Price with respect to such Holder’s shares of Series A Preferred Stock; provided , that, in each case, the Corporation shall only be required to pay the Mandatory Redemption Price to the extent such payment can be made out of

funds legally available therefor; provided , further , that the Corporation shall only pay the Mandatory Redemption Price in cash to the extent, and in an aggregate amount with respect to all shares of Series A Preferred Stock, not prohibited by the Specified Contract Terms. Notwithstanding anything to the contrary in this Certificate of Designation (including the terms and conditions of Section (I) of Article IX), the Corporation will (I) not be permitted to deliver any shares of Common Stock upon the occurrence of a Change of Control to the extent such delivery would violate the rules and regulations of the Principal Stock Exchange, and (II) be required to settle any such amount in cash or other non-stock assets.

On or prior to the tenth (10 ^th ) Business Day prior to the date on which the Corporation anticipates consummating a transaction which would result in a Change of Control (or, if later, promptly after the Corporation shall have discovered that a transaction resulting in a Change of Control has occurred), the Corporation shall send written notice (a “ Change of Control Notice ”) in the manner set forth in Article XI to the Holders of record of shares of Series A Preferred Stock, which such Change of Control Notice shall include (a) the date on which the transaction that would result in a Change of Control is anticipated to be effected (or, to the extent applicable, the date on which a Schedule TO or other similar schedule, form or report disclosing the occurrence of a Change of Control was filed), (b) a description of the material terms and conditions of such transaction, (c) a statement that all shares of Series A Preferred Stock shall be redeemed by the Corporation (or its successor) on a date specified in such Change of Control Notice (the “ Mandatory Redemption Date ”), which such date must be a Business Day of the Corporation’s choosing that is no later than the date of the consummation of the transaction resulting in such Change of Control, (d) the Mandatory Redemption Price with respect to each share of Series A Preferred Stock, and (e) the procedures that Holders of shares of Series A Preferred Stock must follow in order for their shares of Series A Preferred Stock to be redeemed. Any Change of Control Notice mailed or delivered as provided in this Section (B)(2) of Article VIII shall be conclusively presumed to have been duly given, whether or not any applicable Holder receives such notice, but failure to duly give such notice by mail or delivery, or any defect in such notice or in the mailing or delivery thereof, to any Holder of shares of Series A Preferred Stock to be redeemed pursuant to this Section (B) of Article VIII shall not affect the validity of the proceedings for the redemption of any other share(s) of Series A Preferred Stock to the extent that such failure to duly give notice or any defect in such notice or the mailing or delivery thereof (in each case, to the extent such failure or defect is not promptly cured or corrected) does not materially prejudice any such

Holder. The Holder of shares of Series A Preferred Stock subject to any redemption pursuant to this Section (B) of Article VIII entitled to receive any securities or other assets payable upon such redemption pursuant to Section (B)(1)(b) of this Article VIII shall be treated for all purposes as the record holder of such securities or assets as of the Close of Business on the Mandatory Redemption Date; provided , however , that such Holder may identify one or more other Persons to receive such securities or assets in connection with any such redemption in a written notice sent to the Corporation no later than three Business Days prior to the Mandatory Redemption Date.

If, in connection with a transaction resulting in a Change of Control, the Corporation or its successor shall not have sufficient funds legally available under the DGCL to redeem all outstanding shares of Series A Preferred Stock, then the Corporation shall (a) redeem, pro rata among the Holders, a number of shares of Series A Preferred Stock equal to the number of shares of Series A Preferred Stock that can be redeemed with the maximum amount legally available for the redemption of such shares of Series A Preferred Stock under the DGCL, and (b) redeem all remaining shares of Series A Preferred Stock not redeemed because of the foregoing limitations at the applicable Mandatory Redemption Price as soon as practicable after the Corporation (or its successor) is able to make such redemption out of assets legally available for the purchase of such share of Series A Preferred Stock. The inability of the Corporation (or its successor) to make a redemption payment for any reason shall not relieve the Corporation (or its successor) from its obligation to effect any required redemption when, as and if permitted by applicable law.

C. Notice of Redemption . Notice of any redemption of shares of Series A Preferred Stock pursuant to Section (A) of this Article VIII shall be given pursuant to Article XI. Such mailing shall be at least thirty (30) days and not more than sixty (60) days before the date fixed for any such redemption. Any notice mailed or delivered as provided in this Section (C) of Article VIII shall be conclusively presumed to have been duly given, whether or not any applicable Holder receives such notice, but failure to duly give such notice by mail or delivery, or any defect in such notice or in the mailing or delivery thereof, to any Holder of shares of Series A Preferred Stock designated for redemption pursuant to Section (A) of this Article VIII shall not affect the validity of the proceedings for the redemption of any other share(s) of Series A Preferred Stock to the extent that such failure to duly give notice or any defect in such notice or the mailing or delivery thereof (in each case, to the extent such failure or defect is not promptly cured or corrected) does not materially prejudice any such Holder. Each notice of redemption given to a holder shall include: (i) the applicable redemption date in respect of the Corporation’s exercise of the Corporation Optional Redemption Right (the “ Corporation Optional Redemption Date ”); (ii) the number of shares of Series A Preferred Stock to be redeemed; (iii) with respect to each share of Series A Preferred Stock, the Corporation Optional Redemption Price; and (iv) the procedures

that Holders of shares of Series A Preferred Stock must follow in order for their shares of Series A Preferred Stock to be redeemed. For the avoidance of doubt, Holders of shares of Series A Preferred Stock shall have the right to convert all or a portion of the Series A Preferred Stock at any time prior to the Corporation Optional Redemption Date, and any Common Stock resulting from such conversion shall not be redeemed.

D. Status of Redeemed Shares . Without limiting the right of any Holder to receive any Dividend on a Dividend Payment Date pursuant to the provisos set forth in Section (A) of this Article VIII, (i) shares of Series A Preferred Stock duly redeemed in accordance with this Certificate of Designation, or otherwise acquired by the Corporation in any manner whatsoever, shall be canceled upon the acquisition thereof, and (ii) all such shares of Series A Preferred Stock shall upon their cancelation constitute authorized but unissued shares of Preferred Stock, without designation or classification as to series, until such shares are once more designated or classified as part of a particular series by the Board of Director pursuant to the provisions of the Charter.

ARTICLE IX

CONVERSION ADJUSTMENTS

A. Anti-Dilution Adjustments . Subject to the terms and conditions of Section K of this Article IX, the Conversion Price will be subject to adjustment under the following circumstances at any time or from time to time while any share of Series A Preferred Stock is issued and outstanding:

If a subdivision or consolidation of the shares of Common Stock or a reclassification of Common Stock into a greater or lesser number of shares of Common Stock occurs, then the Conversion Price will be adjusted based on the following formula:

LOGO

where:

CP ₀ =

the Conversion Price in effect immediately prior to the Open of Business on the effective date of such subdivision, consolidation or reclassification;

CP ₁ =

the new Conversion Price in effect immediately after the Open of Business on such effective date;

OS ₀ =

the number of shares of Common Stock issued and outstanding immediately prior to the Open of Business on such effective date, without giving effect to such subdivision, consolidation or reclassification; and

OS ₁ =

the number of shares of Common Stock that would be issued and outstanding immediately after, and solely as a result of, such subdivision, consolidation or reclassification.

Any adjustment made pursuant to this Section (A)(1) of Article IX shall be effective as of the time set forth in the definition of CP ₁ above. If any such event is declared but does not occur, the Conversion Price shall be readjusted, effective as of the date the Corporation announces that such event shall not occur, to the Conversion Price that would then be in effect if such event had not been declared.

If the Corporation or one or more of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of Common Stock (other than any such payment (A) made (x) pursuant to an “open market” transaction in compliance with Rule 10b-18 under the Exchange Act, or (y) in connection with an “accelerated share repurchase” on customary terms, and (B) that does not constitute a “tender offer” under the Exchange Act), where the cash and value (determined in good faith by the Board of Directors as of the time such tender or exchange offer expires (such time, the “ Expiration Time ”)) of any other consideration included in the payment per share of Common Stock purchased exceeds the Closing Price per share of Common Stock on the Trading Day immediately after the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) (such last date, the “ Expiration Date ”), then the Conversion Price will be decreased based on the following formula:

LOGO

where:

CP ₀ =

the Conversion Price in effect immediately prior to the Expiration Time;

CP ₁ =

the new Conversion Price in effect immediately after the Expiration Time;

AC =

the fair market value (as determined in good faith by the Board of Directors), as of the Expiration time, of the aggregate value of all cash and any other consideration paid or payable for such shares of Common Stock in such tender or exchange offer;

OS ₁ =

the number of shares of Common Stock issued and outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS ₀ =

the number of shares of Common Stock issued and outstanding immediately before the Expiration Time (before giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP =

the Closing Price per share of Common Stock on the Trading Day immediately after the Expiration Date;

provided, however , that, if the application of such adjustment with respect to such purchase would result in an increase to the Conversion Price, then no such adjustment will be made for such purchase. Any adjustment made pursuant to this Section (A)(2) of Article IX shall become effective as of the time set forth in the definition of CP ₁ above. In the event that the Corporation or any of its Subsidiaries becomes obligated to purchase shares of Common Stock in a transaction that resulted in an adjustment to the Conversion Price pursuant to this Section (A)(2) of Article IX but is prevented by applicable law from effecting such purchase, or such purchase is rescinded, then the Conversion Price shall be readjusted to be the Conversion Price that would then be in effect if such adjustment had not been made (and shall be re-adjusted again if such purchase shall later be permitted to occur).

If the Corporation shall issue (x) shares of Common Stock or (y) any other security convertible into or exercisable or exchangeable for shares of Common Stock, whether immediately, during specified times, upon the satisfaction of any one or more conditions or otherwise (any such security referred to in this clause (y), an “ Equity-Linked Security ”), in each case at an Effective Price per share of Common Stock that is less than the Conversion Price in effect (before giving effect to the adjustment required by this Section (A)(3) of Article IX as of the date of the issuance or sale of such shares or Equity-Linked Securities (such an issuance or sale, a “ Qualified Issuance ”), other than an Excluded Issuance, then, effective as of the Close of Business on such date, the Conversion Price will be decreased to an amount equal to the Weighted Average Issuance Price. For these purposes, the “ Weighted Average Issuance Price ” will be equal to:

LOGO

where:

CP =

the Conversion Price in effect immediately prior to such Qualified Issuance;

OS =

the number of shares of Common Stock issued and outstanding immediately before such Qualified Issuance;

EP =

the Effective Price per share of Common Stock with respect to such Qualified Issuance; and

X =

the sum, without duplication, of (x) the total number of shares of Common Stock issued in such Qualified Issuance; and (y) the maximum number of shares of Common Stock underlying such Equity-Linked Securities issued in such Qualified Issuance;

provided, however , that, if the application of such adjustment with respect to such Qualified Issuance would result in an increase to the Conversion Price, then no such adjustment will be made for such Qualified Issuance. Any adjustment made pursuant to this Section (A)(3) of Article IX shall become effective immediately after the issuance of such Equity-Linked Securities.

Notwithstanding anything to the contrary in this Section (A)(3) of Article IX but subject to the terms and conditions of Section K of this Article IX, before the date, if any, when the Requisite Stockholder Approval is obtained, (x) the Conversion Price will not be adjusted pursuant to this Section (A)(3) of Article IX to an amount that is less than $24.6357 (subject to proportionate adjustment for stock splits, dividends and combinations and similar transactions); and (y) the Corporation will not engage in any Qualified Issuance that would result in the application of the immediately preceding clause (x) without the approval of the Majority Holders.

B. Calculation of Adjustments . All adjustments to the Conversion Price shall be calculated by the Corporation to the nearest $0.0001 (with $0.00005 rounded upward).

C. When No Adjustment Required .

Except as otherwise provided in this Article IX, the Conversion Price will not be adjusted (a) for the issuance of shares of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or (b) for the repurchase of shares of Common Stock.

No adjustment of the Conversion Price shall be made as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans.

Notwithstanding anything to the contrary set forth in this Article IX, no adjustment to the Conversion Price shall be made:

(a)

upon the issuance of Conversion Shares;

(b)

upon the issuance of any share of Common Stock or option or right to purchase, or other securities convertible into or

exchangeable or exercisable for, shares of Common Stock pursuant to any former, present or future employee, director, manager or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee or director agreement, arrangement or program, in each case where such issuance, plan, program, agreement or arrangement is or has been approved by the Board of Directors or a committee thereof (including, for the avoidance of doubt, the Corporation’s 2019 Employee Stock Purchase Plan approved by the holders of shares of Common Stock at the Corporation’s 2018 annual meeting of the holders of shares of Common Stock);

(c)

upon the issuance of any share of Common Stock pursuant to the conversion, exchange or exercise of any Parity Stock or Junior Stock;

(d)

upon the issuance of any Parity Stock or Junior Stock in connection with any “business combination” (as defined in the rules and regulations promulgated by the SEC) or otherwise in connection with bona fide acquisitions of securities or substantially all of the assets of another Person, business unit, division or business;

(e)

upon the issuance of capital stock of a Subsidiary of the Corporation issued to the Corporation or any Subsidiary of the Corporation;

(f)

upon the issuance of securities of a joint venture (provided that no Affiliate (other than any Subsidiary of the Corporation) of the Corporation acquires any interest in such securities in connection with such issuance) (any such issuance referred to in the foregoing clauses (a) – (f), an “ Excluded Issuance ”); or

(g)

for a change in the par value of the shares of Common Stock.

D. Successive Adjustments; Multiple Adjustments . For the avoidance of doubt, (i) after an adjustment to the Conversion Price under this Article IX, any subsequent event requiring an adjustment under this Article IX shall cause an adjustment to such Conversion Price as so adjusted, and (ii) if an event occurs that would trigger an adjustment to the Conversion Price pursuant to more than one subsection of Section (A) of this Article IX, such event, to the extent fully taken into account in a single adjustment, shall not result in multiple adjustments hereunder; provided , however , that, if more than one subsection of Section (A) of this Article IX is applicable to a single event, the subsection shall be applied that produces the largest adjustment.

E. Other Adjustments . Subject to the applicable listing standards of the Principal Stock Exchange, the Corporation may, but shall not be required to, make such decreases to the Conversion Price, in addition to those required by this Article IX, as the Board of Directors

considers to be advisable in order to avoid or diminish any income tax to any holder of shares of Common Stock resulting from any dividend or distribution of shares or issuance of rights or warrants to purchase or subscribe for shares or from any event treated as such for income tax purposes or for any other reason.

F. Notice of Adjustments . Subject to the terms and conditions of Section (B) of this Article IX, the Corporation shall, as soon as reasonably practicable following the occurrence of an event that requires an adjustment under Section (A) of this Article IX (or, if the Corporation is not aware of such occurrence, as soon as reasonably practicable after becoming so aware) or the date the Corporation makes an adjustment pursuant to Section (E) of this Article IX:

compute the adjusted applicable Conversion Price in accordance with this Article IX and prepare and transmit to the Conversion Agent an officer’s certificate setting forth the applicable Conversion Price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and

provide a written notice to the Holders of shares of Series A Preferred Stock then issued and outstanding of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the applicable Conversion Price was determined and setting forth the adjusted applicable Conversion Price.

G. Conversion Agent . The Conversion Agent shall not at any time be under any duty or responsibility to any Holder of shares of Series A Preferred Stock to determine whether any fact or event exists or has been approved or authorized that may require any adjustment of the applicable Conversion Price or with respect to the nature, extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Conversion Agent shall be fully authorized and protected in relying on any notice delivered pursuant to Section (F) of this Article IX and any adjustment contained therein and the Conversion Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such notice or certificate. The Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any share of Series A Preferred Stock or any share of Common Stock, or of any securities or property, that may at the time of any adjustment or conversion be issued or delivered with respect to any share of Series A Preferred Stock, and the Conversion Agent makes no representation with respect thereto. The Conversion Agent, if other than the Corporation, shall not be responsible for any failure of the Corporation to issue, transfer or deliver any share of Common Stock pursuant to the conversion of shares of Series A Preferred Stock or to comply with any of the duties, responsibilities or covenants of the Corporation contained in this Article IX.

H. Fractional Shares . The Corporation shall not issue any fractional share of Common Stock upon conversion or redemption, as applicable, of any share of Series A Preferred Stock. In lieu of fractional shares otherwise issuable, Holders of shares of Series A Preferred Stock will be entitled to receive an amount in cash equal to the product of (i) such fraction of a share of

Common Stock, multiplied by (ii) the 30-Day VWAP, measured as of (A) in the event of the Corporation’s exercise of its Mandatory Conversion Right pursuant to Section (A) of Article VII, the date that the Corporation provides the Holders with the Notice of Mandatory Conversion pursuant to Section (B) of Article VII, (B) in the event that a Holder has exercised its Optional Conversion Right pursuant to Section (C) of Article VII, the date that the Corporation receives such Holder’s Notice of Conversion pursuant to Section (D) of Article VII, or (C) in the event that the Corporation has exercised the Corporation Optional Conversion Right pursuant to Section (A) of Article VIII and has selected to settle the payment of the Corporation Optional Redemption Price pursuant to a Physical Redemption Settlement or a Combination Redemption Settlement, the date that the Corporation provides the Holders with notice of such redemption pursuant to Section (C) of Article VIII, as applicable. In order to determine whether the number of shares of Common Stock to be delivered to a Holder of shares of Series A Preferred Stock upon the conversion of such Holder’s shares of Series A Preferred Stock will include a fractional share (in lieu of which cash would be paid hereunder), such determination shall be based on the aggregate number of shares of Series A Preferred Stock of such Holder that are being converted with the same Conversion Date or Corporation Optional Redemption Date, as applicable.

I. Reorganization Events .

If there occurs:

(a)

any reclassification, statutory exchange, merger, amalgamation, consolidation or other similar business combination of the Corporation with or into another Person, in each case, pursuant to which the Common Stock is changed or converted into, or exchanged for, or represent solely the right to receive, cash, securities or other property;

(b)

any sale, transfer, lease or conveyance to another Person of all or substantially all the property and assets of the Corporation, in each case pursuant to which the shares of Common Stock are converted into cash, securities or other property; or

(c)

any statutory exchange of securities of the Corporation with another Person (other than in connection with a merger or amalgamation covered by Section (I)(1)(a) of this Article IX) or reclassification, recapitalization or reorganization of the shares of Common Stock into other securities,

(each of which is referred to as a “ Reorganization Event ,” with such cash, securities or other property being referred to as “ Reference Property ” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such Reorganization Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property and without any interest on such

Reference Property or any right to any dividend or distribution on such Reference Property that has a record date that is prior to the effective time of such Reorganization Event) being referred to as a “ Reference Property Unit ”)) then, effective as of the effective time of such Reorganization Event, without the requirement of any action by or receipt of any consent from any Holder of shares of Series A Preferred Stock (but subject to the terms and conditions of Section (I)(2) of this Article IX), (I) the consideration due upon conversion of any share of Series A Preferred Stock, or in connection with any Physical Redemption Settlement, Combination Redemption Settlement, the adjustments to the Conversion Price, the determination of the amount and kind of Participating Dividends that Holders of Series A Preferred Stock will be entitled to receive, and the conditions to any Mandatory Conversion, will each be determined in the same manner as if each reference to any number of shares of Common Stock in this Certificate of Designation were instead a reference to the same number of Reference Property Units; and (II) for purposes of the definition of “Change of Control,” the “Capital Stock” of the Corporation will be deemed to mean the common equity, if any, forming part of such Reference Property. For these purposes, the Closing Price or VWAP of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Corporation (or, in the case of cash denominated in U.S. dollars, the face amount thereof).

If such Reorganization Event provides for different treatment of shares of Common Stock held by Affiliates of the Corporation and non-Affiliates or by the Person with which the Corporation amalgamated or consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “ Constituent Person ”), or an Affiliate of a Constituent Person, then the composition of the Reference Property Unit will be determined based on the cash, securities or other property that were distributed in such Reorganization Event to holders of shares of Common Stock that are not Constituent Persons or Affiliates of the Corporation or Constituent Persons. In addition, if the kind or amount of cash, securities or other property receivable upon a Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate of the Corporation or a Constituent Person, then for the purpose of this Section (I) of Article IX, the composition of the Reference Property Unit will be determined based on the weighted average, as determined by the Corporation in good faith, of the types and amounts of consideration received by the holders of shares of Common Stock.

Exchange Property Election . In the event that the holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in a Reorganization Event, the Exchange Property that the Holders of shares of Series A Preferred Stock shall be entitled to receive shall be determined by the Majority Holders on or before the earlier of (a) the deadline for elections by holders of shares of Common Stock, and (b) two Business Days before the anticipated effective date of such Reorganization Event.

Reorganization Event Notice . The Corporation (or any successor) shall, no less than ten (10) Business Days prior to the anticipated effective date of any Reorganization Event, provide written notice to the Holders of shares of Series A Preferred Stock of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Reference Property Unit. Failure to deliver such notice shall not affect the operation of the remainder of this Section (I) of Article IX.

Limitation on Reorganization Event Agreements . The Corporation shall not enter into any agreement with respect to a transaction that, upon consummation, would constitute a Reorganization Event unless (a) such agreement provides for or does not interfere with or prevent (as applicable) conversion or other settlement of all shares of Series A Preferred Stock then-issued-and-outstanding in accordance with the terms and conditions of Section (I)(1) of this Article IX, and (b) to the extent that the Corporation is not the surviving entity in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreement or series of agreements governing such Reorganization Event for (I) the conversion or other settlement of all shares of Series A Preferred Stock issued and outstanding as of the Reorganization Event in accordance with the terms and conditions of Section (I)(1) of this Article IX, and (II) in the case of a Reorganization Event described in Section (I)(1)(b) of this Article IX, an exchange of all shares of Series A Preferred Stock issued and outstanding as of the Reorganization Event for comparable shares of the Person to whom the Corporation’s assets are conveyed or transferred, having voting powers, preferences, and relative, participating, optional or other special rights as nearly equal as possible to those provided in this Certificate of Designation.

Change of Control . Nothing in this Section (I) of Article IX will affect the Corporation’s obligation to redeem the Series A Preferred Stock pursuant to Section (B) of Article VIII.

J. Stockholder Rights Plans . If the Corporation distributes any right pursuant to any stockholder rights plan on or after the Issue Date, then such distribution will not require a Participating Dividend except to the extent provided in the immediately following sentence. If any share of Common Stock is issued upon conversion of any share of Series A Preferred Stock and, at the time of such conversion, the Corporation has in effect a stockholder rights plan, then the Holder of such shares of Series A Preferred Stock will be entitled to receive or have the benefit of, in addition to, and concurrently with the delivery of, the consideration otherwise payable under this Certificate of Designation upon such conversion, the rights set forth in such stockholder rights plan.

K. Limitation on Conversion Price Adjustments . Notwithstanding anything to the contrary set forth in Section (A)(3) of this Article IX, the Corporation shall not take any action which would result in an adjustment to the Conversion Price pursuant to Section (A)(3) of this Article IX if such action would cause the Conversion Price to be adjusted to an amount that is less than $39.26 (subject to proportionate adjustment for stock splits, dividends and combinations and similar transactions).

ARTICLE X

RESERVATION OF SHARES

The Corporation shall, at all times when any share of Series A Preferred Stock is issued and outstanding, reserve and keep available, free from preemptive rights, for issuance upon the conversion of shares of Series A Preferred Stock, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all then issued and outstanding shares of Series A Preferred Stock. Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion or redemption of the shares of Series A Preferred Stock, the Corporation shall comply with all applicable laws and regulations that require action to be taken by the Corporation to authorize, permit or cause such delivery. Each share of Common Stock, when issued upon conversion or redemption of any share of Series A Preferred Stock, will be duly authorized, validly issued, fully paid and non-assessable and will be listed on each stock exchange, if any, on which the shares of Common Stock are then listed.

ARTICLE XI

NOTICES

Except as otherwise expressly provided herein, any and all notices or other communications or deliveries hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service, (ii) the date of actual receipt by the party to whom such notice is given, and (iii) five (5) days following the date of mailing if sent by registered or certified mail, return receipt requested to the address of the recipient set forth in this Article XI or, if not so set forth, as otherwise reflected in the Corporation’s records. The addresses for such communications shall be: (A) if to the Corporation, to: Catalent, Inc., 14 Schoolhouse Road, Somerset, NJ 08873, Attention: General Counsel (email: GenCouns@Catalent.com), or (B) if to a Holder of shares of Series A Preferred Stock, to the address appearing on the Corporation’s

shareholder records or such other address as such holder may provide to the Corporation in accordance with this Article XI. The address for the initial Holders of the shares of Series A Preferred Stock on the Issue Date is c/o Leonard Green & Partners, L.P., 11111 Santa Monica Blvd., #2000, Los Angeles, CA 90025, Attention Peter Zippelius (email: pzippelius@leonardgreen.com). Notwithstanding the foregoing, if the shares of Series A Preferred Stock are issued in book-entry form through DTC or any similar facility, any such notice may be given to a Holder of the Series A Preferred Stock in any manner permitted by such facility.

ARTICLE XII

CERTAIN DEFINITIONS

As used in this Certificate of Designation, the following terms shall have the following meanings, unless the context otherwise requires:

“ 30-Day VWAP ” per share of Common Stock, measured as of any date of determination, shall mean the arithmetic average of the VWAP per share of Common Stock for each of the thirty (30) consecutive VWAP Trading Days ending on, and including, the VWAP Trading Day immediately preceding such date of determination.

“ 60-Day VWAP ” per share of Common Stock, measured as of any date of determination, shall mean the arithmetic average of the VWAP per share of Common Stock for each of the sixty (60) consecutive VWAP Trading Days ending on, and including, the VWAP Trading Day immediately preceding such date of determination.

“ Accrued Dividend Amount ” shall have the meaning ascribed to it in Section (C) of Article IV.

“ Affiliate ” shall have the meaning ascribed to it in Rule 144(a) under the Securities Act.

“ Announcement Date ” shall mean the day on which the execution of the Merger Agreement is first publicly announced.

“ Announcement Price ” shall mean $41.2841 per share of Common Stock.

“ Beneficially Own ” shall mean “beneficially own” as defined in Rule 13d-3 under the Exchange Act.

“ Board of Directors ” shall have the meaning ascribed to it in the recitals.

“ Business Day ” shall mean a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York, generally are authorized or obligated by law, regulation or executive order to close.

“ Buyer ” shall mean Catalent Pharma Solutions, Inc., a Delaware corporation.

“ Bylaws ” shall mean the Bylaws of the Corporation as in effect on any date of determination.

“ Capital Stock ” shall mean any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) shares issued by the Corporation, including the Common Stock and the Corporation’s preferred stock, par value $0.01 per share.

“ Cash and PIK Dividend ” shall have the meaning ascribed to it in Section (D) of Article IV.

“ Cash and PIK Dividend Aggregate Cash Amount ” shall mean, with respect to any Cash and PIK Dividend authorized and declared by the Board of Directors (or any duly authorized committee thereof), the aggregate amount of cash authorized and declared to be paid to the Holders in respect of all issued and outstanding shares of Series A Preferred Stock as of the Record Date for such Cash and PIK Dividend.

“ Cash and PIK Dividend Cash Settlement Amount ” shall mean, with respect to each share of Series A Preferred Stock, an amount equal to the quotient of (A) the Cash and PIK Dividend Aggregate Cash Amount, divided by (B) the aggregate number of shares of Series A Preferred Stock issued and outstanding as of the Record Date for the applicable Cash and PIK Dividend.

“ Certificate of Designation ” shall mean this Certificate of Designation of Rights, Preferences and Limitations of the Series A Preferred Stock.

“ Change of Control ” shall mean the occurrence of any of the following:

A. the Corporation becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or Group, including any Group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or a series of related transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (as defined below) of more than fifty percent (50.0%) of the voting power of all of the Corporation’s then-outstanding common equity (directly or through the acquisition of voting power of the common equity of any of the Corporation’s direct or indirect parent entities); or

B. the consummation of (1) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Corporation and its Subsidiaries, taken as a whole, to any Person, or (2) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property;

provided , however , that (a) any transaction in which the Corporation or any direct or indirect parent entity of the Corporation becomes a Subsidiary of another Person, or any transaction described in clause (B)(2) above, shall not constitute a Change of Control if the Persons beneficially owning all of the voting power of the common equity of the Corporation or such parent entity immediately prior to such transaction beneficially own, directly or indirectly through one or more intermediaries, more than fifty percent (50.0%) of all voting power of the common equity of the

Corporation or such parent entity or the surviving, continuing or acquiring company or other transferee, as applicable, immediately following the consummation of such transaction, in substantially the same proportions vis-à-vis each other as immediately before such transaction, (b) the transfer of assets between or among the Corporation and its Subsidiaries in accordance with Specified Contract Terms shall not itself constitute a “Change of Control,” and (c) a “person” or “group” shall not be deemed to beneficially own securities subject to a stock purchase agreement, merger agreement or similar agreement (or any voting or option agreement related thereto) until the consummation of the transactions contemplated by such agreement.

For the purposes of this definition, (x) any transaction or event described in both clause (A) and in clause (B)(1) or (B)(2) above (without giving effect to the proviso set forth in this definition) will be deemed to occur solely pursuant to clause (B) above (subject to such proviso); and (y) whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.

“ Change of Control Notice ” shall have the meaning ascribed to it in Section (B)(2) of Article VIII.

“ Charter ” shall have the meaning ascribed to it in the recitals.

“ Close of Business ” shall mean 5:00 p.m., New York City time, on any Business Day.

“ Closing Price ” of the shares of Common Stock for any Trading Day shall mean the closing sale price per share (or, if no closing sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last bid prices and the average last ask prices per share) of Common Stock on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the shares of Common Stock are then listed. If the shares of Common Stock are not listed on a U.S. national or regional securities exchange on such Trading Day, then the Closing Price will be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the shares of Common Stock are not so quoted on such Trading Day, then the Closing Price will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day from a nationally recognized independent investment banking firm selected by the Corporation in good faith.

“ Code ” shall mean the United States Internal Revenue Code of 1986.

“ Combination Redemption Settlement ” shall have the meaning ascribed to it in Section (A) of Article VIII.

“ Common Stock ” shall have the meaning ascribed to it in Section (A) of Article III.

“ Constituent Person ” shall have the meaning ascribed to it in Section (I) of Article IX.

“ Conversion Agent ” shall mean the Person acting as conversion agent for the Series A Preferred Stock, as provided in Article XVI.

“ Conversion Date ” shall mean any Mandatory Conversion Date or Optional Conversion Date.

“ Conversion Price ” shall mean $49.5409 per share of Common Stock, as adjusted in accordance with the terms and conditions of Article IX.

“ Conversion Shares ” shall have the meaning ascribed to it in Section (F) of Article VII.

“ Corporation ” shall have the meaning ascribed to it in the recitals.

“ Corporation Optional Redemption Date ” shall have the meaning ascribed to it in Section (C) of Article VIII.

“ Corporation Optional Redemption Price ” shall have the meaning ascribed to it in Section (A) of Article VIII.

“ Corporation Optional Redemption Right ” shall have the meaning ascribed to it in Section (A) of Article VIII.

“ Credit Agreement ” shall mean that certain Amended and Restated Credit Agreement, dated as of May 20, 2014, by and among Catalent Pharma Solutions, Inc., PTS Intermediate Holdings LLC, Morgan Stanley Senior Funding Inc., as administrative agent, collateral agent and swing line lender and other lenders as parties thereto, as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of December 1, 2014, Amendment No. 2 to Amended and Restated Credit Agreement, dated as of December 9, 2016, and Amendment No. 3 to Amended and Restated Credit Agreement, dated as of October 18, 2017, in the form such agreement is on file on EDGAR as of April 14, 2019, but including as supplemented by any Incremental Amendment (as defined in the Credit Agreement), entered into in connection with the consummation of the transactions contemplated by the Merger Agreement.

“ DGCL ” shall mean the Delaware General Corporation Law.

“ Dividends ” shall have the meaning ascribed to it in Section (A) of Article IV.

“ Dividend Payment Date ” shall have the meaning ascribed to it in Section (B) of Article IV.

“ Dividend Rate ” shall have the meaning ascribed to it in Section (A) of Article IV.

“ DTC ” shall mean the Depository Trust Company.

“ Equity-Linked Securities ” shall have the meaning ascribed to it in Section (A)(3) of Article IX.

“ Effective Price ” shall mean, with respect to the issuance of any share of Common Stock or any Equity-Linked Security:

A. in the case of the issuance of shares of Common Stock, the issuance price of such shares of Common Stock, expressed as an amount per share of Common Stock; and

B. in the case of the issuance of any Equity-Linked Security, an amount equal to a fraction whose:

numerator is equal to the sum, without duplication, of (a) the aggregate value of the issuance price of all such Equity-Linked Securities; and (b) the aggregate value of the minimum aggregate additional consideration, if any, payable to purchase or otherwise acquire shares of Common Stock pursuant to such Equity-Linked Securities; and

denominator is equal to the maximum number of shares of Common Stock underlying such Equity-Linked Securities;

provided , however , that:

(w) for purposes of clauses (A) and (B)(1) above, all underwriting commissions, placement agency commissions or similar commissions paid to any broker-dealer by the Corporation or any of its Affiliates in connection with such issuance (excluding any other fees or expenses incurred by the Corporation or any of its Affiliates) will be included in the aggregate issuance price referred to in such clauses;

(x) for purposes of clause (B) above, if such minimum aggregate consideration, or such maximum number of shares of Common Stock, is not determinable at the time such Equity-Linked Securities are issued or sold, then (I) the initial consideration payable under such Equity-Linked Securities, or the initial number of shares of Common Stock underlying such Equity-Linked Securities, as applicable, will be used; and (II) at each time thereafter when such amount of consideration or number of shares becomes determinable or is otherwise adjusted (including pursuant to “anti-dilution” or similar provisions), there will be deemed to occur, for purposes of Section (A)(3) of Article IX and without affecting any prior adjustment theretofore made to the Conversion Price, an issuance of additional Equity-Linked Securities;

(y) for purposes of clause (B) above, the surrender, extinguishment, maturity or other expiration of any such Equity-Linked Securities will be deemed not to constitute consideration payable to purchase or otherwise acquire shares of Common Stock pursuant to such Equity-Linked Securities; and

(z) the “value” of any such consideration will be the fair value thereof, as of the date such shares or Equity-Linked Securities, as applicable, are issued, determined in good faith by the Corporation (or, in the case of cash denominated in U.S. dollars, the face amount thereof).

“ Ex-Dividend Date ” shall mean, with respect to an issuance, dividend or distribution on shares of Common Stock, the first date on which shares of Common Stock trade on the applicable

exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of shares of Common Stock under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934.

“ Exchange Property ” shall have the meaning ascribed to it in Section (I) of Article IX.

“ Exchange Property Unit ” shall have the meaning ascribed to it in Section (I) of Article IX.

“ Excluded Issuance ” shall have the meaning ascribed to it in Section (C)(3)(f) of Article IX.

“ Group ” shall mean any group of one or more persons if such group would be deemed a “group” as such term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act.

“ Holder ” shall mean a Person in whose name any share of Series A Preferred Stock is registered, which such Person shall be treated by the Corporation, the Transfer Agent, Registrar, Paying Agent and Conversion Agent as the absolute owner of such shares of Series A Preferred Stock for the purpose of making any payment and settling any conversion and for all other purposes under this Certificate of Designation; provided that, to the fullest extent permitted by applicable law, (A) no Person that has received any share of Series A Preferred Stock in violation of the Stockholders’ Agreement shall be deemed a Holder, (B) the Transfer Agent, Registrar, Paying Agent and Conversion Agent, as applicable, shall not, unless otherwise directed by the Corporation, recognize any such Person as a Holder, and (C) the Person in whose name such share of Series A Preferred Stock was registered immediately prior to such transfer shall remain the Holder of such share.

“ Indebtedness ” shall mean any indebtedness (including principal and premium) in respect of borrowed money.

“ Indentures ” shall mean (A) the Indenture, dated October 18, 2017, by and among Catalent Pharma Solutions, Inc., the subsidiary guarantors named therein and Deutsche Bank Trust Company Americas, as trustee; (B) the Indenture, dated December 9, 2016, by and among Catalent Pharma Solutions, Inc., the subsidiary guarantors named therein, Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as principal paying agent, and Deutsche Bank Luxembourg S.A., as transfer agent and registrar, in each case in the form such indentures are on file on EDGAR as of April 14, 2019; and (C) (1) the indenture relating to issuance of senior unsecured notes or other debt securities, or (2) the bridge loan agreement relating to senior unsecured increasing rate loans, in each case, entered into in connection with the consummation of the transactions contemplated by the Merger Agreement.

“ Investment Agreement ” shall mean that certain Investment Agreement, dated as of April 14, 2019, by and among the Corporation, Green Equity Investors VII, L.P. and Green Equity Investors Side VII, L.P.

“ Issue Date ” shall mean the date this Certificate of Designation is filed with, and accepted by, the Secretary of State of the State of Delaware.

“ Junior Stock ” shall have the meaning ascribed to it in Section (A) of Article III.

“ Liquidation Event ” shall have the meaning ascribed to it in Section (A) of Article V.

“ Liquidation Preference ” shall have the meaning ascribed to it in Section (A)(2) of Article V.

“ Liquidity Conditions ” shall mean, with respect to any share of Common Stock, that (A) such share (1) will be issued in book-entry form through the facilities of the Depository Trust Company under an “unrestricted” CUSIP number; and (2) is either (a) freely transferrable, in the hands of the Holder to whom such share is to be issued, pursuant to Rule 144 under the Securities Act, without limitation as to volume, manner-of-sale, notice or the availability of public information; or (b) covered by a resale shelf registration statement that is effective under the Securities Act and that names such Holder as a selling stockholder, the prospectus accompanying which does not contain any material misstatement or omission; and (B) to the knowledge of the Corporation, the resale of such share by such Holder during the next fifteen (15) calendar days is not expected in good faith by the Corporation to be restricted by any blackout or similar period under any policy or contract (including the Registration Rights Agreement) of the Corporation that is applicable to such Holder.

“ Majority Approved Holders ” shall have the meaning ascribed to it in the Stockholders’ Agreement.

“ Majority Holders ” means, as of any date of determination, the Holders of a majority of the issued and outstanding shares of Series A Preferred Stock.

“ Mandatory Conversion ” shall have the meaning ascribed to it in Section (A) of Article VII.

“ Mandatory Conversion Date ” shall have the meaning ascribed to it in Section (A) of Article VII.

“ Mandatory Conversion Right ” shall have the meaning ascribed to it in Section (A) of Article VII.

“ Mandatory Converting Amount ” shall have the meaning ascribed to it in Section (A) of Article VII.

“ Mandatory Redemption Date ” shall have the meaning ascribed to it in Section (B)(2) of Article VIII.

“ Mandatory Redemption Multiplier ” shall mean:

A. with respect to any Change of Control that occurs before the first anniversary of the Issue Date, one hundred fifteen percent (115%);

B. with respect to any Change of Control that occurs on or after the first anniversary of the Issue Date but before the second anniversary of the Issue Date, one hundred fourteen percent (114%);

C. with respect to any Change of Control that occurs on or after the second anniversary of the Issue Date but before the third anniversary of the Issue Date, one hundred twelve percent (112%);

D. with respect to any Change of Control that occurs on or after the third anniversary of the Issue Date but before the fourth anniversary of the Issue Date, one hundred nine percent (109%);

E. with respect to any Change of Control that occurs on or after the fourth anniversary of the Issue Date but before the fifth anniversary of the Issue Date, one hundred five percent (105%); and

F. with respect to any Change of Control that occurs on or after the fifth anniversary of the Issue Date, one hundred percent (100%).

“ Mandatory Redemption Price ” shall have the meaning ascribed to it in Section (B)(1) of Article VIII.

“ Market Disruption Event ” shall mean, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which shares of Common Stock are listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) of shares of Common Stock or of any option, contract or future contract relating to shares of Common Stock.

“ Maximum Number of Conversion Shares ” shall mean, as of any time of determination, the sum of (A) the aggregate number of shares of Common Stock issued before such time to settle conversions of the Series A Preferred Stock (subject to proportionate adjustment for stock splits, dividends and combinations and similar transactions), if any, plus (B) the maximum number of shares of Common Stock that would be required to settle the conversion of all shares of Series A Preferred Stock issued and outstanding at such time based on the Conversion Price in effect as of such time.

“ Merger Agreement ” shall mean that certain Agreement and Plan of Merger, by and among Buyer, a wholly owned subsidiary of Buyer, solely with respect to Section 4.12 (solely with respect to the Equity Financing (as defined therein)) and Section 8.19 thereof, the Company, Paragon Bioservices, Inc., and Pearl Shareholder Representative, LLC as representative of the Company Securityholders (as defined therein).

“ Notice of Conversion ” shall have the meaning ascribed to it in Section (D)(1) of Article VII.

“ Notice of Mandatory Conversion ” shall have the meaning ascribed to it in Section (B) of Article VII.

“ Number of Available Shares ” shall mean, as of any time of determination, the excess, if any, of the Principal Stock Exchange Maximum Number of Shares as of such time over the Maximum Number of Conversion Shares as of such time.

“ Open of Business ” shall mean 9:00 a.m., New York City time, on any Business Day.

“ Optional Conversion Date ” shall have the meaning ascribed to it in Section (D) of Article VII.

“ Optional Conversion Right ” shall have the meaning ascribed to it in Section (C) of Article VII.

“ Optional Converting Amount ” shall have the meaning ascribed to it in Section (C) of Article VII.

“ Parity Stock ” shall have the meaning ascribed to it in Section (B) of Article III.

“ Participating Dividend Payment Date ” shall have the meaning ascribed to it in Section (B) of Article IV.

“ Participating Dividend ” or “ Participating Dividends ” shall have the meanings ascribed to such terms in Section (A) of Article IV.

“ Paying Agent ” shall mean the Person acting as paying agent for the Series A Preferred Stock, as provided in Article XVI.

“ Person ” shall mean any individual, company, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity.

“ Physical Redemption Settlement ” shall have the meaning ascribed to it in Section (A) of Article VIII.

“ PIK Dividend ” shall have the meaning ascribed to it in Section (C) of Article IV.

“ Principal Stock Exchange ” shall mean (A) the New York Stock Exchange, or (B) in the event that the shares of Common Stock are no longer listed or quoted on the New York Stock Exchange, the principal United States or foreign national securities exchange on which the shares of Common Stock are so listed or quoted, or if the shares of Common Stock are not so listed or quoted on a United States or foreign national securities exchange, the last quoted Trading Day bid price for shares of Common Stock in the over-the-counter market as reported by OTC Markets Group Inc.

“ Principal Stock Exchange Maximum Number of Shares ” shall mean a number of shares of Common Stock (rounded down to the nearest whole number of shares) equal to the product of

(A) twenty percent (20%), multiplied by (B) the aggregate number of shares of Common Stock outstanding as of the date of the Investment Agreement (subject to proportionate adjustment for stock splits, dividends and combinations and similar transactions).

“ Qualified Issuance ” shall have the meaning ascribed to it in Section (A)(3) of Article IX.

“ Record Date ” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of shares of Common Stock or shares of Series A Preferred Stock, as applicable, have the right to receive any cash, securities or other property or in which the shares of Common Stock or shares of Series A Preferred Stock (or other applicable security), as applicable, is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or a committee thereof, or by statute, contract, this Certificate of Designation or otherwise). With respect to any Regular Dividend payable on any Regular Dividend Payment Date, the Record Date therefor will be the immediately preceding March 15, June 15, September 15 or December 15, as applicable.

“ Registrar ” shall mean the Person acting as registrar for the Series A Preferred Stock, as provided in Article XVI.

“ Registration Rights Agreement ” shall mean that certain Registration Rights Agreement, dated as of the Issue Date, by and among the Corporation and Green Equity Investors VII, L.P., a Delaware limited partnership, and Green Equity Investors Side VII, L.P., a Delaware limited partnership.

“ Regular Dividend Payment Date ” shall have the meaning ascribed to it in Section (B) of Article IV.

“ Regular Dividend Period ” shall have the meaning ascribed to it in Section (B) of Article IV.

“ Regular Dividend ” or “ Regular Dividends ” shall have the meanings ascribed to such terms in Section (A) of Article IV.

“ Reorganization Event ” shall have the meaning ascribed to it in Section (I) of Article IX.

“ Requisite Stockholder Approval ” shall mean, as of any date of determination, the applicable stockholder approval required by the listing standards of the Principal Stock Exchange with respect to the issuance of Conversion Shares upon conversion or redemption of shares of Series A Preferred Stock in excess of the limitations imposed by such listing standards (as of the Issue Date, the stockholder approval required pursuant to NYSE Listing Standard Rule 312.03(c)); provided , however , that the Requisite Stockholder Approval will be deemed to be obtained if, due to any amendment or binding change in the interpretation of the applicable listing standards of the Principal Stock Exchange, such stockholder approval is no longer required for the Corporation to issue any number of Conversion Shares to settle conversions or redemptions of the Series A Preferred Stock.

“ S&P 500 Index ” shall mean the S&P 500 Index owned and maintained by S&P Global (or any successor owner thereto).

“ S&P Announcement Price ” shall mean the arithmetic average of the closing value of the S&P 500 Index for each of the thirty (30) consecutive VWAP Trading Days ending on, and including, the VWAP Trading Day immediately preceding the Announcement Date.

“ S&P Year Four Price ” shall mean the arithmetic average of the closing value of the S&P 500 Index for each of the sixty (60) consecutive VWAP Trading Days ending on, and including, the VWAP Trading Day immediately preceding the four-year anniversary of the Issue Date.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Securities Act ” shall mean the Securities Act of 1933.

“ Senior Stock ” shall have the meaning ascribed to it in Section (C) of Article III.

“ Series A Preferred Stock ” shall have the meaning ascribed to it in Article I.

“ Specified Contract Terms ” shall mean the covenants, terms and provisions of the Indentures and the Credit Agreement, until such time as such instruments have been discharged or such covenants, terms or provisions are no longer in effect.

“ Stated Value ” shall have the meaning ascribed to it in Section (A) of Article IV.

“ Stockholders’ Agreement ” shall have the meaning ascribed to it in Section (A) of Article VI.

“ Subsidiary ” shall mean, with respect to any Person, (A) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (B) any partnership or limited liability company where (1) more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (2) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.

“ Trading Day ” shall mean any day on which (A) trading of shares of Common Stock generally occurs on the principal U.S. national or regional securities exchange on which shares of Common Stock are then listed or, if shares of Common Stock are not then listed on a U.S. national or regional securities exchange, on the principal other market on which shares of Common Stock are then traded, and (B) there is no Market Disruption Event. If shares of Common Stock are not so listed or traded, then “Trading Day” means a Business Day.

“ Transfer Agent ” shall mean the Person acting as transfer agent for the Series A Preferred Stock, as provided in Article XVI.

“ VWAP ” shall mean, for any VWAP Trading Day, the per share volume-weighted average price of Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “CTLT <EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm selected by the Corporation in good faith. The VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

“ VWAP Market Disruption Event ” shall mean, with respect to any date, (A) the failure by the principal U.S. national or regional securities exchange on which shares of Common Stock are then listed, or, if shares of Common Stock are not then listed on a U.S. national or regional securities exchange, the principal other market on which shares of Common Stock are then traded, to open for trading during its regular trading session on such date, or (B) the occurrence or existence, for more than one half-hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) of shares of Common Stock or, if traded on such exchange, of any option, contract or future contract relating to shares of Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.

“ VWAP Trading Day ” shall mean a day on which (A) there is no VWAP Market Disruption Event, and (B) trading of shares of Common Stock generally occurs on the principal U.S. national or regional securities exchange on which shares of Common Stock are then listed or, if shares of Common Stock are not then listed on a U.S. national or regional securities exchange, on the principal other market on which shares of Common Stock are then traded. If shares of Common Stock are not so listed or traded, then “VWAP Trading Day” means a Business Day.

“ Weighted Average Issuance Price ” shall have the meaning ascribed to it in Section (A)(3) of Article IX.

“ Year Five Price ” shall mean the 60-Day VWAP measured as of the five-year anniversary of the Issue Date.

“ Year Four Price ” shall mean 60-Day VWAP measured as of the four-year anniversary of the Issue Date.

ARTICLE XIII

HEADINGS

The headings of the paragraphs of this Certificate of Designation are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.

ARTICLE XIV

RECORD HOLDERS

To the fullest extent permitted by applicable law, the Corporation may deem and treat the record holder of any share of Series A Preferred Stock as the absolute owner of such share of Series A Preferred Stock for the purpose of making any payment and settling any conversion or redemption of such share of Series A Preferred Stock and for all other purposes under this Certificate of Designation, and the Corporation shall not be affected by any notice to the contrary; provided that, to the fullest extent permitted by applicable law, (i) no Person that has received any share of Series A Preferred Stock in violation of the Stockholders’ Agreement shall be deemed a record holder of any share of Series A Preferred Stock, (ii) the Transfer Agent, Registrar, Paying Agent and Conversion Agent, as applicable, shall not, unless otherwise directed by the Corporation, recognize any such Person as a record holder of such share of Series A Preferred Stock, and (iii) the Person in whose name such share of Series A Preferred Stock was registered immediately prior to such transfer shall remain the record holder of such share of Series A Preferred Stock.

ARTICLE XV

CALCULATIONS

Whenever any provision of this Certificate of Designation requires the Corporation to calculate the Closing Prices or the VWAPs, or any function thereof, over a span of multiple days (including to calculate an adjustment to the Conversion Price), the Corporation will make appropriate adjustments to account for any adjustment to the Conversion Price that becomes effective, or any transaction or other event requiring an adjustment to the Conversion Price or requiring a Participating Dividend, where the Ex-Dividend Date or effective date, as applicable, of such transaction or event occurs, at any time during the period when such Closing Prices, VWAPs or function thereof are to be calculated. The Corporation will make all calculations under this Certificate of Designation in good faith, which calculations will, absent manifest error, control for purposes this Certificate of Designation.

ARTICLE XVI

TRANSFER AGENT, CONVERSION AGENT, AND REGISTRAR

The duly appointed Transfer Agent, Paying Agent, Conversion Agent, and Registrar for the shares of Series A Preferred Stock shall initially be Computershare Trust Company, N.A.. The Corporation may, in its sole discretion, remove the Transfer Agent, Paying Agent, Conversion Agent or Registrar in accordance with the terms and conditions of any agreement between the

Corporation and such Person(s); provided that the Corporation shall appoint a successor Transfer Agent, Paying Agent, Conversion Agent or Registrar, as applicable, who shall accept such appointment prior to the effectiveness of any such removal. Upon any such removal or appointment, the Corporation shall send notice thereof by first-class mail, postage prepaid, to the Holders of the shares of Series A Preferred Stock.

ARTICLE XVII

SEVERABILITY

If any term of this Certificate of Designation is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other terms set forth herein that can be given effect without the invalid, unlawful or unenforceable term will, nevertheless, remain in full force and effect, and no term herein set forth will be deemed dependent upon any other such term unless expressed stated herein.

ARTICLE XVIII

OTHER RIGHTS

The shares of Series A Preferred Stock shall not have any right, preference, privilege or voting power or relative, participating, optional or other special right, or qualification, limitation or restriction thereof, other than as set forth herein or in the Charter, Bylaws or as provided by applicable law.

ARTICLE XIX

TRANSFER RIGHTS

The shares of Series A Preferred Stock and any share of Common Stock issued upon the conversion or redemption of any share of Series A Preferred Stock may not be sold or otherwise transferred except as permitted in the Stockholders’ Agreement.

ARTICLE XX

WITHHOLDING

All payments and distributions (or deemed distributions) on the shares of Series A Preferred Stock (and any share of Common Stock issued upon the conversion or redemption of any share of Series A Preferred Stock) shall be subject to withholding and backup withholding of taxes to the extent required by applicable law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by the Holders to the extent timely paid by the Corporation or the Paying Agent to the appropriate taxing authority.

ARTICLE XXI

SECTION HEADINGS; CONSTRUCTION

The headings of Sections in this Certificate of Designation are provided for convenience only and will not affect its construction or interpretation. Unless otherwise specified, all references to “Section”, “Sections”, “clause” or “clauses” refer to the corresponding Section, Sections, clause or clauses of this Certificate of Designation. All words used in this Certificate of Designation will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms and shall have the meaning “including, without limitation,” whether or not so specified. If any period expires on a day that is not a Business Day or any event or condition is required by the terms of this Certificate of Designation to occur or be fulfilled on a day that is not a Business Day, such period shall expire or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding Business Day. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean “if”. The words “herein”, “hereof” or “hereunder” and similar terms refer to this Certificate of Designation as a whole and not to any specific provision; the word “or” is not exclusive. All references herein to “$” or “dollars” refer to United States dollars and cents. Terms that are defined in this Certificate of Designation in the singular have a comparable meaning when used in the plural, and vice versa. Any contract, instrument, law or regulation defined or referred to herein means such contract, instrument, law or regulation as from time to time amended, modified or supplemented or otherwise in effect, whether or not so specified, together with any rules or regulations promulgated under any such laws.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, Catalent, Inc. has caused this Certificate of Designation to be duly executed by its authorized officer this 16 ^th day of May, 2019.


CATALENT, INC.

By:		/s/ Steven L. Fasman
Name: Steven L. Fasman
Title: Senior Vice President, General Counsel and Secretary

[Signature Page to Certificate of Designation]

ANNEX A

CONVERSION NOTICE

CATALENT, INC.

Series A Convertible Preferred Stock

Subject to the terms of the Certificate of Designation of Series A Convertible Preferred Stock (the “ Series A Preferred Stock ”) of Catalent, Inc. (the “ Corporation ”), by executing and delivering this Conversion Notice, the undersigned Holder of ______________________ shares of Series A Preferred Stock directs the Corporation to convert:

______________________ shares of Series A Preferred Stock registered in the name of the undersigned.

The undersigned hereby directs the Corporation to cause the Corporation’s common stock, par value $0.01 per share (the “ Common Stock ”) issued by the Corporation in response to this Conversion Notice to be registered in the following name:

_________________________________________,

and to mail evidence of book-entry of such issuance of shares of Common Stock and the cash, if any, payable in lieu of any fractional share of Common Stock otherwise issuable to the following address:

_________________________________________


Date:

	(Legal Name of Holder)

	By:
		Name:
		Title:

To:

Computershare

Attention: Corporate Actions

150 Royall Street, 2 ^nd Floor

Canton, MA 02021

With a Copy to :

Catalent, Inc.

14 Schoolhouse Road

Somerset, NJ 08873

Attention: General Counsel

Email: GenCouns@catalent.com

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attention: Steven Epstein; Matthew Soran

Email: Steven.Epstein@friedfrank.com;

Matthew.Soran@friedfrank.com

[Signature Page to Conversion Notice]

Exhibit 10.1

EXECUTION VERSION

STOCKHOLDERS’ AGREEMENT

by and among

CATALENT, INC.,

GREEN EQUITY INVESTORS VII, L.P.,

GREEN EQUITY INVESTORS SIDE VII, L.P.,

LGP ASSOCIATES VII-A LLC

and

LGP ASSOCIATES VII-B LLC

Dated as of May 17, 2019

TABLE OF CONTENTS


		Page
ARTICLE I GOVERNANCE			1

1.1	Board of Directors		1
1.2	Voting		5

ARTICLE II OTHER COVENANTS			5

2.1	Information Rights		5
2.2	Standstill		6
2.3	Transfer Restrictions		8

ARTICLE III REPRESENTATIONS AND WARRANTIES			10

3.1	Representations and Warranties of the Stockholders		10
3.2	Representations and Warranties of the Company		11

ARTICLE IV DEFINITIONS			11

4.1	Defined Terms		11
4.2	Terms Generally		15

ARTICLE V MISCELLANEOUS			16

5.1	Term		16
5.2	Amendments and Waivers		16
5.3	Successors and Assigns		16
5.4	Confidentiality		16
5.5	Severability		17
5.6	Counterparts		17
5.7	Entire Agreement		17
5.8	Governing Law; Jurisdiction		18
5.9	WAIVER OF JURY TRIAL		18
5.10	Specific Performance		18
5.11	No Third-Party Beneficiaries		18
5.12	Notices		18
5.13	Corporate Opportunities		19

STOCKHOLDERS’ AGREEMENT, dated as of May 17, 2019 (as may be amended from time to time, 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 ”), Green Equity Investors Side VII, L.P., a Delaware limited partnership (“ Fund Side VII ”), LGP Associates VII-A LLC, a Delaware limited liability company (“ LGP VII-A ”), and LGP Associates VII-B LLC, a Delaware limited liability company (“ LGP VII-B ”, and together with Fund VII, Fund Side VII and LGP VII-A, the “ Initial Stockholder ”). The obligations of the Initial Stockholder set forth in this Agreement shall be several and not joint among Fund VII, Fund Side VII, LGP VII-A and LGP VII-B and apportioned in percentages of 44.68269%, 52.79859%, 0.25248% and 2.26624%, respectively.

W I T N E S S E T H :

WHEREAS, the Company, Fund VII and Fund Side VII have entered into an Equity Commitment and Investment Agreement, dated as of April 14, 2019 (as may be amended from time to time, the “ Investment Agreement ”), pursuant to which, among other things, the Company is issuing to the Initial Stockholder shares of Series A Preferred Stock;

WHEREAS, simultaneously with the execution and delivery of this Agreement by the parties, the Company and the Initial Stockholder have entered into a Registration Rights Agreement, dated as of May 17, 2019 (as may be amended from time to time, the “ Registration Rights Agreement ”), pursuant to which, among other things, the Company grants the Initial Stockholder certain registration and other rights with respect to the shares of Series A Preferred Stock and the shares of Common Stock issued upon any conversion or redemption of shares of Series A Preferred Stock; and

WHEREAS, each of the parties wishes to set forth in this Agreement certain terms and conditions regarding ownership of the Securities;

NOW, THEREFORE, in consideration of circumstances recited above and the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

GOVERNANCE

1.1 Board of Directors .

(a) Effective as of the Closing, the board of directors of the Company (the “ Board ”) will (i) increase the size of the Board to eleven (11) members and the Board shall appoint Peter Zippelius to the Board to serve for a term expiring at the next annual general meeting of the Company’s stockholders following his appointment and until his successor is duly elected and qualified, or, if earlier, his death, resignation, retirement or removal from office, and (ii) acknowledge and affirm that John Baumer shall, for so long as the Majority Approved Holders have the right to designate a non-voting observer to the Board pursuant to Section 1.1(e) , be a

non-voting observer to the Board entitled to the rights and subject to the obligations set forth in this Agreement until his successor is duly appointed or, if earlier, his death or relinquishment of such position.

(b) For so long as the Approved Holders beneficially own (i) shares of Series A Preferred Stock with an aggregate Stated Value of at least $250,000,000, or (ii) either (A) shares of Common Stock having an aggregate value of at least $250,000,000, calculated by valuing each share of Common Stock at the 30-Day VWAP of one share of Common Stock as of the measurement date (the “ Common Stock Valuation ”), or (B) any combination of shares of Series A Preferred Stock or shares of Common Stock having an aggregate value of at least $250,000,000, calculated by valuing each share of Series A Preferred Stock at the Stated Value of such share of Series A Preferred Stock and each share of Common Stock at the Common Stock Valuation, the Majority Approved Holders shall have the right to designate one (1) designee to be nominated by the Company for election (including in accordance with Section (C) of Article VI of the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “ Series A Certificate ”), if applicable), to the Board; provided that such designee is (A) a partner of Leonard Green & Partners, L.P. and reasonably acceptable to the Company, which approval shall not be unreasonably withheld, or (B) acceptable to the Company in its sole discretion. At any time that none of the thresholds set forth in this Section 1.1(b) is satisfied, the designee shall, and the Majority Approved Holders shall cause such designee to, promptly offer to resign from the Board (and any committee of the Board of which such designee is then a member) in a writing submitted to the Nominating and Corporate Governance Committee of the Board (or any successor committee, however denominated).

(c) For so long as the Majority Approved Holders have the right to designate a director for nomination pursuant to Section 1.1(b) , the Board shall include such designee in the slate of nominees to be elected or appointed to the Board at the next annual or special meeting of stockholders of the Company at which directors are to be elected or appointed and each subsequent such meeting, except such meetings for the purpose of filling vacancies or newly created directorships (other than a vacancy to be filled by a designee selected by the Majority Approved Holders) (including pursuant to Section (C) of Article VI of the Series A Certificate, if applicable), in each case, subject to (i) such designee’s satisfaction of all applicable requirements regarding service as a director of the Company under (A) NYSE rules (or the rules of the principal market on which shares of Common Stock are then listed) regarding service as a director, and (B) Applicable Law, (ii) such designee having not been involved in any of the events enumerated under Items 2(d) or 2(e) of Schedule 13D pursuant to Regulation 13D-G under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act, and (iii) such designee’s satisfaction of all such other criteria and qualifications for service as a director applicable to all directors of the Company as in effect on the date thereof; provided , however , that in no event shall any such designee’s relationship with the Approved Holders or their Affiliates (or any other actual or potential lack of independence resulting therefrom), in and of itself, be considered to disqualify such designee from being a nominee or member of the Board pursuant to this Section 1.1 .

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(d) For so long as the Majority Approved Holders have the right to designate a director for nomination pursuant to Section 1.1(b) :

(i) the Company or the Board shall (A) to the extent necessary cause the Board to have a vacancy to permit such Person to be added as a member of the Board, (B) nominate such Person for election to the Board in accordance with Section 1.1(c) , and (C) to the extent that a vote of the Company’s stockholders shall be required, recommend that the Company’s stockholders vote in favor of the Person designated for nomination by the Majority Approved Holders pursuant to Section 1.1(b) . In the event of the death, resignation, retirement, disqualification, disability or removal of any Person designated by the Majority Approved Holders as a member of the Board, subject to the continuing satisfaction of the applicable thresholds set forth in Section 1.1(b) , the Majority Approved Holders may designate a Person satisfying the criteria and qualifications set forth in Section 1.1(c) to replace such Person, and the Company shall cause such newly designated Person to fill such resulting vacancy. So long as any Person designated by the Majority Approved Holders as a member of the Board is eligible to be so designated in accordance with this Section 1.1 , the Company shall not take any action to remove such Person as a director without cause without the prior written consent of the Majority Approved Holders;

(ii) the Majority Approved Holders’ designee for the Board shall have the rights and obligations of a director of the Company, including the right to (A) attend all meetings of the Board and all meetings of any committee(s) of the Board, if any, on which such designee then serves, (B) receive advance notice of each meeting, including such meeting’s time and place, at the same time and in the same manner as such notice is provided to the other members of the Board, and (C) receive copies of all materials, including notices, minutes, consents and regularly compiled financial and operating data distributed to the other members of the Board at the same time such materials are distributed to the other members of the Board;

(iii) the Majority Approved Holders’ designee for the Board shall be bound by all confidentiality, conflicts of interests, trading, disclosure and other governance requirements of a director on the Board, as determined by the Board from time to time;

(iv) the Company shall not, without the prior written approval of the Majority Approved Holders, (A) increase the size of the Board in excess of thirteen (13), or (B) decrease the size of the Board if such decrease would require the resignation of the Majority Approved Holders’ designee from the Board;

(v) the Majority Approved Holders’ designee for the Board shall be entitled to compensation consistent with the compensation received by other independent directors of the Board, including any fee or equity award, and reimbursement for reasonable, out-of-pocket and documented expenses incurred in attending meetings of the Board and its committees; and

(vi) the Company shall provide the Majority Approved Holders’ designee for the Board with the same rights to indemnification and advancement and the same director and officer insurance that it provides to the other members of the Board.

(e) In addition to the rights conferred on the Majority Approved Holders pursuant to Sections 1.1(b) - 1.1(d) , for so long as the Approved Holders beneficially own (i) shares of Series A Preferred Stock with an aggregate Stated Value of at least $500,000,000, or (ii) either (A) shares of Common Stock having an aggregate value of at least $500,000,000, calculated

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by valuing each share of Common Stock at the Common Stock Valuation, or (B) any combination of shares of Series A Preferred Stock or shares of Common Stock having an aggregate value of at least $500,000,000, calculated by valuing each share of Series A Preferred Stock at the Stated Value of such share of Series A Preferred Stock and each share of Common Stock at the Common Stock Valuation, the Majority Approved Holders shall have the right to designate one (1) non-voting observer to the Board, subject to (x) such observer’s satisfaction of all applicable requirements regarding service as a director of the Company under (1) NYSE rules (or the rules of the principal market on which the Common Stock is then listed) regarding service as a director, and (2) Applicable Law, (y) such observer having not been involved in any of the events enumerated under Items 2(d) or 2(e) of Schedule 13D under the Exchange Act, or any successor provision thereto, or Item 401(f) of Regulation S-K under the Securities Act, or any successor provision thereto, and (z) such observer’s satisfaction of all such other criteria and qualifications for service as an observer of the Board, as determined by the Board from time to time reasonably and in good faith; provided that such observer is (I) a partner of Leonard Green & Partners, L.P. and reasonably acceptable to the Company, which approval shall not be unreasonably withheld, or (II) otherwise acceptable to the Company in its sole discretion. At any time that none of the thresholds set forth in this Section 1.1(e) is satisfied, all rights of the Majority Approved Holders to designate an observer to the Board and for any previously designated observer to observe under this Agreement shall terminate without the requirement of further action by the Company or any other Person.

(f) For so long as the Majority Approved Holders have the right to designate a non-voting observer to the Board, such observer to the Board shall have the right to (i) attend all meetings of the Board (but whose presence shall not be counted towards the Board’s quorum) and all meetings of any committee(s) of the Board, if any, on which the Person designated as a director by the Majority Approved Holders pursuant to Section 1.1(b) then serves (but whose presence shall not be counted towards any such committee(s)’ quorum), in each case, in a non-voting observer capacity, (ii) receive advance notice of each meeting, including such meeting’s time and place, at the same time and in the same manner as such notice is provided to the members of the Board, and (iii) receive copies of all materials, including notices, minutes, consents and regularly compiled financial and operating data distributed to the members of the Board at the same time as such materials are distributed to the Board; provided , however , (A) the Company shall have the right to exclude such observer or withhold such information to the extent such observer’s presence or receipt of such information could reasonably be expected to result in the loss of attorney-client privilege or any other privilege or a violation of antitrust, export control or other Applicable Laws, breach of any confidentiality agreement or any other adverse consequence to the Company, and (B) that such observer shall not be entitled to attend the portion of any Board or committee meeting that constitutes an executive session of the Board or any such committee thereof that is limited solely to independent directors of the Board and the Company’s independent auditors or legal counsel, as applicable. The Board observer shall be bound by all confidentiality, conflicts of interests, trading and disclosure and other governance requirements of a director on the Board, as determined by the Board from time to time.

(g) If the Majority Approved Holders have the right to designate a director for nomination pursuant to Section 1.1(b) and the Majority Approved Holders notify the Company in writing that the Majority Approved Holders elect or agree not to designate a director for nomination, then the Majority Approved Holders shall have the right to instead designate a second non-voting observer to the Board with the rights set forth in Sections 1.1(e) and 1.1(f) .

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1.2 Voting . For so long as the Majority Approved Holders have the right to designate a director for nomination pursuant to Section 1.1(b) , at each meeting of the stockholders of the Company and at every postponement or adjournment thereof, each Stockholder shall take such action as may be required so that all of the shares of Series A Preferred Stock or Common Stock beneficially owned, directly or indirectly, by such Stockholder and entitled to vote at such meeting of stockholders are voted (i) in favor of each director nominated or recommended by the Board for election at any such meeting ( provided that such nomination is not inconsistent with Section 1.1(b) ), and against the removal of any director who has been elected following nomination or recommendation by the Board, (ii) against any stockholder nomination for director that is not approved and recommended by the Board for election at any such meeting, (iii) in favor of the Company’s “say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the Board or the Compensation & Leadership Committee of the Board (or any successor committee, however denominated), (iv) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm, and (v) in accordance with the recommendation of the Board with respect to any proposed merger, business combination or similar transaction between the Company and any other Person, but no Stockholder shall be under any obligation to vote in the same manner as recommended by the Board or in any other manner, other than in its sole discretion, with respect to any other matter. In furtherance of the foregoing, for so long as the Majority Approved Holders have the right to designate a director for nomination pursuant to Section 1.1(b) , each Stockholder shall take such action as may be required so that such Stockholder is present, in person or by proxy, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof so that all of the shares of Series A Preferred Stock or Common Stock beneficially owned, directly or indirectly, by such Stockholder may be counted for the purposes of determining the presence of a quorum and voted in accordance with the terms and conditions of this Section 1.2 .

ARTICLE II

OTHER COVENANTS

2.1 Information Rights .

(a) For so long as the Majority Approved Holders have the right to designate a director for nomination pursuant to Section 1.1(b) , and subject to the terms and conditions of Section 5.4 , the Company shall provide the Approved Holders with:

(i) quarterly financial statements as soon as reasonably practicable after they become available but no later than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Company; provided that this requirement shall be deemed to have been satisfied if, on or prior to such date, the Company files its quarterly report on Form 10-Q for the applicable fiscal quarter with the SEC; and

(ii) audited (by a nationally recognized accounting firm) annual financial statements as soon as reasonably practicable after they become available but no later than

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ninety (90) days after the end of each fiscal year of the Company; provided that this requirement shall be deemed to have been satisfied if, on or prior to such date, the Company files its annual report on Form 10-K for the applicable fiscal year with the SEC,

in each case, prepared in accordance with GAAP as in effect from time to time, which such financial statements shall include the consolidated balance sheets of the Company and its Subsidiaries and the related consolidated statements of operations, income, changes in shareholders’ equity and cash flows. Subject to reasonable restrictions imposed by the Company to comply with antitrust, export control and other Applicable Laws, the Company shall permit the Approved Holders or any authorized representatives designated by the Approved Holders (other than any Permitted Initial Stockholder LP or authorized representative thereof) reasonable access to visit and inspect any of the properties of the Company or any of its Subsidiaries, including its and their books of accounting and other records, and to discuss its and their affairs, finances and accounts with its and their officers, all upon reasonable notice and at such reasonable times and as often as the Approved Holders may reasonably request. Any investigation pursuant to this Section 2.1 shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the Company and its Subsidiaries.

(b) For so long as the Majority Approved Holders have the right to designate a director for nomination pursuant to Section 1.1(b) , subject to the terms and conditions of Section 5.4 , the Company shall provide to the Approved Holders copies of all material written information that is provided to the Board at substantially the same time at which such information is first delivered or otherwise made available in writing to the Board; provided , however , that the Company shall not be required to provide any such information to the extent the terms and conditions of Section 2.1(c) apply.

(c) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall have any obligation to disclose any information, other than the financial statements required by Section 2.1(a) , to the extent that (i) such disclosure is prohibited by Applicable Law, or (ii) such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of loss of privilege to the Company or any of its Subsidiaries ( provided that the Company shall use reasonable best efforts to make appropriate substitute arrangements under circumstances where the restrictions in any of the foregoing clauses (i) – (ii) of this Section 2.1(c) apply).

2.2 Standstill .

(a) Until the later of (x) the three (3) year anniversary of the Closing, and (y) the date on which the Majority Approved Holders are no longer entitled to designate any director for nomination pursuant to Section 1.1 (or have irrevocably waived their right), each Stockholder agrees that, without the prior approval of the Board, such Stockholder will not (in its own capacity or with or through any other Person), directly or indirectly:

(i) acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, directly or indirectly, alone or in concert with others, by purchase or otherwise, any direct or indirect “beneficial ownership” (as defined in Rule 13d-3 and Rule 13d-5 under the

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Exchange Act) of any securities of the Company or its Subsidiaries, including shares of Common Stock, any securities convertible or exchangeable into shares of Common Stock or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of the Company or any of its Subsidiaries, excluding any shares of Common Stock or other securities acquired (A) pursuant to a conversion or redemption of any shares of Series A Preferred Stock, bonus issue, dividend or distribution by the Company or otherwise acquired pursuant to the Transaction Documents (as defined in the Investment Agreement), or (B) by a Person from the Company in connection with such Person’s service as a director or Board observer;

(ii) except as otherwise expressly provided in this Agreement, make, or in any way knowingly encourage or participate in, directly or indirectly, alone or in concert with others, any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act), any securities of the Company or any of its Subsidiaries (whether or not any such vote relates to the election or removal of directors) whether subject to or exempt from the federal proxy rules, seek to advise or influence in any manner whatsoever any Person with respect to the voting of any securities of the Company or any of its Subsidiaries or seek to propose to influence, advise, change or control the management, board of directors (or similar governing body), policies, affairs or strategy of the Company or any of its Subsidiaries by way of any public communication or other communications to their respective equityholders intended for such purpose;

(iii) except as otherwise expressly provided in this Agreement or as required in connection with the consummation of the transactions contemplated by the Investment Agreement, form, join or in any way participate or act in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any of its Subsidiaries;

(iv) acquire, offer to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (A) any of the assets (tangible or intangible) of the Company or any of its Subsidiaries, or (B) any direct or indirect right, warrant or option to acquire any asset of the Company or any of its Subsidiaries, except in the event any such asset as is then being offered for sale by the Company or any of its Subsidiaries;

(v) arrange, or in any way participate, directly or indirectly, in any financing for the purchase of any securities or assets of the Company or any of its Subsidiaries or any securities convertible into or exchangeable or exercisable for any securities or assets of the Company or any of its Subsidiaries, except for such securities or assets as are then being offered for sale by the Company or any of its Subsidiaries;

(vi) act, alone or in concert with others, to make any public announcement or seek to propose (in each case, with or without any condition) to the Company, any of its Subsidiaries or any of their respective equityholders any amalgamation, merger, business combination, tender or exchange offer, restructuring, recapitalization, liquidation of or other similar transaction to or with the Company or any such Subsidiary (or in respect of any securities of the Company or any of its Subsidiaries) or otherwise seek, alone or in concert with others, to control, change or influence the management, board of directors or policies of the Company or any such Subsidiary or nominate any Person as a director who is not nominated by the then-incumbent Board, or propose any matter to be voted upon by the stockholders of the Company;

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(vii) make any request or proposal to amend, waive or terminate any provision of this Section 2.2(a) ; provided that this clause shall not prohibit a Stockholder from making a confidential request or proposal to the Chief Executive Officer or Chair of the Board seeking any amendment or waiver of any provision of this Section 2.2 , which the Company may accept or reject in its sole discretion, so long as any such request is made in a manner that does not require public disclosure thereof; or

(viii) take any action that might result in the Company having to make a public announcement regarding any of the matters referred to in clauses (i) - (vii) of this Section 2.2(a) , or announce any intention to do, or enter into any arrangement, understanding or discussion with any one or more other Persons to do, any of the actions restricted or prohibited under clauses (i) - (vii) of this Section 2.2(a) .

(b) Nothing in Section 2.2(a) will limit the Stockholders’ ability to vote (subject to Section 1.2 above), Transfer (subject to Section 2.3 below), convert (subject to Section (C) of Article VII of the Series A Certificate) or otherwise exercise the rights of its shares of Common Stock or shares of Series A Preferred Stock or the ability of the Stockholders’ director designee elected to the Board pursuant to Section 1.1 to vote or otherwise exercise its legal duties or otherwise act in its capacity as a member of the Board.

2.3 Transfer Restrictions .

(a) Until the earlier of (x) eighteen (18) months following the Closing, and (y) the occurrence of a transaction resulting in a Change of Control (as defined in the Series A Certificate) of the Company, no Stockholder shall Transfer any share of Series A Preferred Stock or any share of Common Stock issued upon conversion of any share of Series A Preferred Stock except as otherwise permitted pursuant to the terms and conditions of this Agreement, including Section 2.3(b) .

(b) Notwithstanding anything to the contrary in Section 2.3(a) , each Stockholder shall be permitted to Transfer any portion or all of its shares of Series A Preferred Stock or shares of Common Stock issued upon conversion of any share of Series A Preferred Stock at any time under the following circumstances:

(i) Transfers to any Permitted Transferee, but only if (A) such Permitted Transferee agrees in writing for the benefit of the Company (in form and substance reasonably satisfactory to the Company and with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement, which writing shall be deemed acceptable to the Company if in the form of a joinder substantially in the form attached hereto as Exhibit A (a “ Joinder ”); and (B) such Permitted Transferee and the applicable Transferor Stockholder agree in writing for the benefit of the Company that such Permitted Transferee shall Transfer its shares of Series A Preferred Stock or shares of Common Stock issued upon conversion of any share of Series A Preferred Stock back to such Transferor Stockholder at or before such time as such Permitted Transferee ceases to qualify hereunder as a Permitted Transferee of such Transferor Stockholder, which writing shall be deemed acceptable to the Company if in the form substantially in the form attached hereto as Exhibit B ;

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(ii) Transfers pursuant to an amalgamation, merger, tender offer or exchange offer or other business combination, acquisition of assets or similar transaction entered into by the Company or any transaction resulting in a Change of Control of the Company; or

(iii) Transfers that have been approved in writing by the Board prior to such Transfer.

(c) Notwithstanding anything to the contrary in Sections 2.3(a) and (b) , for as long as any shares of Series A Preferred Stock issued pursuant to the Investment Agreement are issued and outstanding, without the prior written consent of the Company in its sole discretion, no Stockholder may Transfer any share of Series A Preferred Stock or share of Common Stock issued or issuable upon conversion or redemption of any share of Series A Preferred Stock to (i) any Company Competitor, (ii) any Person that has filed (individually or jointly with others in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act)) a report on Schedule 13D or Schedule 13G pursuant to Regulation 13D-G under the Exchange Act with respect to its ownership of shares of capital stock of the Company if (A) such Person has a current obligation to file (individually or jointly with others in a group) a report on Schedule 13D or Schedule 13G, and (B) the last such report on Schedule 13D or Schedule 13G (or amendment thereto) filed (individually or jointly with others in a group) by such Person states that such Person beneficially owns more than five percent (5%) of the issued and outstanding capital stock of the Company (any such Person that has filed or has a current obligation to file a report on Schedule 13G, a “ Schedule 13G Filer ”), (iii) any Person that such Stockholder knows or reasonably should know (1) is or has been an investor in the Company, and (2) in the three years prior to the date of any such proposed Transfer has stated an intention to or has actually attempted to (pursuant to proxy solicitation, tender or exchange offer or other means) obtain a seat on the Board, or (iv) any Person that such Stockholder knows (after reasonably inquiry of such Person) would be required to file (individually or jointly with others in a group) a report on Schedule 13D or Schedule 13G with respect to its ownership of shares of the Company as a result of such Transfer (any such Person, a “ Prohibited Transferee ”); provided that the restrictions set forth in the foregoing clauses (ii) and (iv) shall terminate and be of no further force or effect upon the first date that there is no longer any share of Series A Preferred Stock outstanding; provided , further , that, notwithstanding anything to the contrary in the foregoing, this Section 2.3(c) shall not apply to restrict a Transfer pursuant to a registered public offering (other than a direct placement) or Rule 144 under the Securities Act ( provided that any such Transfer pursuant to Rule 144 either is not a direct placement or satisfies the requirements of paragraph (f) of such rule), so long as, in the case of a Transfer to which either of the foregoing clauses (ii)(A) or (ii)(B) of this Section 2.3(c) would otherwise apply, such Transfer is not knowingly (without any obligation of investigation) made by any Stockholder to a Prohibited Transferee (other than a Schedule 13G Filer, except for any Schedule 13G Filer who is a Company Competitor).

(d) Notwithstanding anything to the contrary in this Agreement or otherwise, “Transfer” shall not include, and this Section 2.3 shall not prohibit, any encumbrance or pledge of any share of Series A Preferred Stock or Common Stock issued upon conversion of any share of the Series A Preferred Stock, or any exercise of remedies with respect to any of the foregoing,

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pursuant to (i) one or more credit facilities of the Initial Stockholder or any of its Affiliates, so long as (A) the Initial Stockholder shall provide prompt written notice to the Company (pursuant to Section 5.12 ) if any event of default pursuant to any such credit facility occurs which results in any lender thereunder becoming entitled (with the provision of notice, lapse of time, or both) to foreclose on such collateral, (B) any such credit facility provides that the Company will be entitled to redeem any share of Series A Preferred Stock or share of Common Stock issued upon conversion of any share of Series A Preferred Stock, within twenty (20) Business Days following notice to the Company of such foreclosure, for the redemption price set forth in Section (A) of Article VIII of the Series A Certificate, and (C) any such credit facility provides that any lender thereunder will not be entitled to exercise any right pursuant to Sections 1.1 or 2.1, including in the event of any such foreclosure or (ii) any back leverage financing, so long as any such financing provides that any lender thereunder will not be entitled to exercise any right pursuant to Sections 1.1 or 2.1 , including in the event of any foreclosure.

(e) Any attempted Transfer in violation of this Section 2.3 shall be null and void ab initio and the Company shall not be required to give any effect thereto.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Stockholders . The Initial Stockholder, as of the date hereof, and each other Stockholder, as of the date such Stockholder becomes a party to this Agreement pursuant to the execution of a Joinder, hereby represent and warrant to the Company as follows:

(a) Such Stockholder has been duly formed, is validly existing and is in good standing under the laws of its jurisdiction of organization. Such Stockholder has all requisite power and authority to execute and deliver this Agreement (or to deliver a Joinder and join this Agreement, as applicable) and to perform its obligations under this Agreement.

(b) The execution and delivery by such Stockholder of this Agreement (or the execution and delivery of a Joinder and the joining of this Agreement, as applicable) and the performance by such Stockholder of its obligations under this Agreement do not and will not conflict with, violate any provision of or require the consent or approval of any Person under (i) Applicable Law, (ii) the organizational documents of such Stockholder, or (iii) any Contract to which such Stockholder is a party or to which any of its assets is subject, except, in case of clauses (i) and (iii), as would not be reasonably expected to have a material adverse effect on such Stockholder’s performance of its obligations hereunder.

(c) The execution and delivery by such Stockholder of this Agreement (or the execution and delivery of a Joinder and the joining in this Agreement, as applicable) and the performance by such Stockholder of its obligations under this Agreement have been duly authorized by all necessary corporate (or similar) action on the part of such Stockholder. Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

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3.2 Representations and Warranties of the Company . The Company hereby represents and warrants to the Initial Stockholder as of the date hereof as follows:

(a) The Company is a duly incorporated and validly existing corporation in good standing under the laws of the state of Delaware. The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

(b) The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement do not and will not conflict with, violate any provision of or require any consent or approval of any Person under (i) Applicable Law, (ii) the organizational documents of the Company, or (iii) any Contract to which the Company is a party or to which any asset of the Company and its Subsidiaries is subject, except, in case of clauses (i) and (iii) , as would not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries’ ability to operate in the ordinary course of business consistent with past practice.

(c) The execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company. Assuming the due authorization, execution and delivery of this Agreement by the Initial Stockholder, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

ARTICLE IV

DEFINITIONS

4.1 Defined Terms . Capitalized terms when used in this Agreement have the following meanings:

“ 30-Day VWAP ” has the meaning set forth in the Series A Certificate.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “ control ,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “ controlling ,” “ controlled by ” and “ under common control with ” have correlative meanings. Notwithstanding anything to the contrary in this definition, none of the Stockholders or their respective Affiliates shall be deemed to be an Affiliate of the Company or any of its Subsidiaries.

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“ Agreement ” has the meaning set forth in the Preamble.

“ Applicable Law ” means any law, statute, constitution, principle of common law, ordinance, regulation and order of any Governmental Entity.

“ Approved Holders ” means the Initial Stockholder and any Permitted Transferees of the Initial Stockholder or any other direct or indirect Permitted Transferee of the Initial Stockholder.

“ Board ” has the meaning set forth in Section 1.1(a) .

“ Business Day ” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York, generally are authorized or obligated by Applicable Law to close.

“ Closing ” has the meaning set forth in the Investment Agreement.

“ Common Stock ” means the common stock, par value $0.01 per share of the Company.

“ Common Stock Valuation ” has the meaning set forth in Section 1.1(b) .

“ Company ” has the meaning set forth in the Preamble.

“ Company Competitor ” means, as of any date of determination, any Person that competes with the Company with respect to (i) delivery technologies or development solutions for drugs, biologics or consumer and animal health products, (ii) manufacturing, packaging, labeling, storage, distribution or inventory management of customer-required patient kits for clinical trials of drugs or biologics, or (iii) any other business in development by the Company or any of its Subsidiaries or in which the Company or any of its Subsidiaries may then be engaged, including the formulation, development, manufacture or sale of viral vectors or related bioanalytical testing, in each case in a manner material to the Company or any of the Company’s reporting segments.

“ Confidential Information ” means any and all confidential, non-public or proprietary information or data pertaining to the Company or any of its Subsidiaries, or the respective businesses and operations thereof, furnished or made available by or on behalf of the Company or any of its Subsidiaries to any Stockholder or any of its Representatives purporting to act on its behalf; provided that “Confidential Information” shall not include information that (i) is at the time of disclosure to such Stockholder or Representative, already in such Stockholder’s or Representative’s possession ( provided , however , that such information is not, to the knowledge of such Stockholder following reasonable inquiry subject to an obligation of confidentiality owed to the Company, any Subsidiary of the Company or any other Person), (ii) is or becomes generally available to the public other than as a result of a disclosure by such Stockholder or any of its Affiliates or Representatives in violation of this Agreement or any applicable confidentiality or non-disclosure agreement, (iii) becomes available to such Stockholder on a non-confidential basis from a source other than the Company, any of its Subsidiaries or any of their

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respective Representatives ( provided , however , that such source is not known by such Stockholder following reasonable inquiry to be bound by an obligation of confidentiality owed to the Company, any Subsidiary of the Company or any other Person), or (iv) is developed by such Stockholder without using all or any portion of Confidential Information or violating any of the obligations of such Stockholder under this Agreement.

“ Confidentiality Agreement ” means that certain Confidentiality Agreement, dated as of January 2, 2019, by and between Catalent Pharma Solutions, LLC and Leonard Green & Partners, L.P.

“ Contract ” means any contract, agreement, note, bond, indenture, guarantee, subcontract, lease or undertaking.

“ Exchange Act ” means the U.S. Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Fund VII ” has the meaning set forth in the Preamble.

“ Fund Side VII ” has the meaning set forth in the Preamble.

“ Governmental Entity ” means any court, administrative or regulatory agency or commission or other governmental or arbitral body or authority or instrumentality, including any state-controlled or -owned corporation or enterprise, in each case whether federal, state, local or foreign, and any applicable industry self-regulatory organization.

“ Initial Stockholder ” has the meaning set forth in the Preamble.

“ Investment Agreement ” has the meaning set forth in the Recitals.

“ LGP VII-A ” has the meaning set forth in the Preamble.

“ LGP VII-B ” has the meaning set forth in the Preamble.

“ Majority Approved Holders ” means, as of any date, any one or more of the Approved Holders holding in the aggregate a majority of the shares of Common Stock then held, on a fully-diluted and as converted basis, by all Approved Holders.

“ Other Investments ” has the meaning set forth in Section 5.13 .

“ Permitted Initial Stockholder LP ” means any limited partner of, or Affiliate of a limited partner of, Fund VII or Fund Side VII or any of their parallel or feeder funds that is not a Prohibited Transferee.

“ Permitted Transferee ” means, with respect to any Person, (i) any successor entity of such Person, (ii) if such Person is an investment fund, vehicle or similar entity, any other investment fund, vehicle or similar entity controlled by a Related GP Entity and managed by a Related IM Entity for so long as such fund or investment vehicle remains controlled by a Related GP Entity and managed by a Related IM Entity, (iii) a wholly owned

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Subsidiary of such Person and (iv) with the consent of the Company, such consent not to be unreasonably withheld, any Permitted Initial Stockholder LP. Notwithstanding anything to the contrary in the foregoing, “ Permitted Transferee ” shall not include any portfolio company or investment of any fund or investment vehicle controlled by a Related GP Entity and managed by a Related IM Entity.

“ Person ” means any natural person, corporation, partnership, limited liability company, firm, association, trust, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“ Prohibited Transferee ” has the meaning set forth in Section 2.3(c) .

“ Purchaser Group ” has the meaning set forth in Section 5.13 .

“ Registration Rights Agreement ” has the meaning set forth in the Recitals.

“ Related IM Entity ” means any Person (i) that, pursuant to contract, manages or directs the investment decision-making of an affiliated pooled investment fund or vehicle sponsored by Leonard Green & Partners, L.P., and (ii) whose outstanding equity interests are at least seventy-five percent (75%) owned by current or former (as of the date of determination) Leonard Green & Partners, L.P. personnel or their estate planning vehicles.

“ Related GP Entity ” means any Person (i) that acts as the general partner or managing member (or in a similar capacity) of an affiliated pooled investment fund or vehicle sponsored by Leonard Green & Partners, L.P., and (ii) whose outstanding equity interests are at least seventy-five percent (75%) owned by current or former (as of the date of determination) Leonard Green & Partners, L.P. personnel or their estate planning vehicles or an Affiliate of Leonard Green & Partners, L.P.

“ Renounced Business Opportunity ” has the meaning set forth in Section 5.13 .

“ Representative ” means, with respect to any Person, any director, officer, employee, general partner, member, manager, advisor (including any financial advisor, legal counsel, accountant or consultant), agent or other representative of such Person.

“ Schedule 13G Filer ” has the meaning set forth in Section 2.3(c) .

“ Securities ” means the shares of Series A Preferred Stock issued pursuant to the Investment Agreement on the date hereof or the shares of Common Stock issued in connection with the conversion or redemption of all or any portion of the shares of Series A Preferred Stock (without duplication).

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Series A Certificate ” has the meaning set forth in Section 1.1(b) .

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“ Series A Preferred Stock ” means the preferred stock, par value $0.01 per share, designated as “Series A Convertible Preferred Stock”, of the Company issued on the date hereof pursuant to the Investment Agreement.

“ Stated Value ” has the meaning set forth in the Series A Certificate.

“ Stockholders ” means the Initial Stockholder and any Person (i)(x) who acquires shares of Series A Preferred Stock (or to whom shares of Series A Preferred Stock is transferred), whether from an existing Stockholder, the Company or otherwise or (y) to whom any right, interest or obligation hereunder is assigned pursuant to and in accordance with Section 5.3 , and (ii) in the case of both clauses (i)(x) and (i)(y) , who executes a written joinder substantially in the form attached hereto as Exhibit A .

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company or other entity (i) of which such Person or a subsidiary of such Person is a general partner, or (ii) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or Persons performing similar functions with respect to such Person, is directly or indirectly owned by such Person and/or one or more subsidiaries thereof.

“ Transfer ” by any Person means, directly or indirectly, sell, transfer, assign, pledge (subject to Section 2.3(d) ), encumber (subject to Section 2.3(d) ), hypothecate or similarly dispose of, either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge (subject to Section 2.3(d) ), encumbrance (subject to Section 2.3(d) ), hypothecation or similar disposition of, any securities owned by such Person or of any interest (including any voting interest) in any securities owned by such Person. Correlative terms, including the terms “ Transferor ”, “ Transferee ” and “ Transferred ”, shall have correlative meanings.

4.2 Terms Generally . The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole and not merely to the specific section, paragraph or clause in which such word appears. All references herein to “Articles” and “Sections” shall be deemed references to Articles and Sections of this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” References to “$” or “dollars” means United States dollars. The definitions given for terms in this ARTICLE IV and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. References herein to any agreement or letter shall be deemed references to such agreement or letter as it may be amended, restated or otherwise revised from time to time.

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ARTICLE V

MISCELLANEOUS

5.1 Term . This Agreement will be effective as of the Closing and, except as otherwise set forth herein, will continue in effect thereafter until the mutual written agreement of the Company and the Majority Approved Holders to terminate this Agreement.

5.2 Amendments and Waivers . Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and the Majority Approved Holders. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any right or remedy provided by Applicable Law.

5.3 Successors and Assigns . Except as otherwise expressly provided in this Section 5.3 , neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether an initial party or made party through a Joinder or otherwise), in whole or in part (whether by operation of law or otherwise), without the prior written consent of the Company and the Majority Approved Holders. Notwithstanding anything to the contrary in the foregoing, (a) subject to the terms and conditions of this Agreement, a Stockholder may assign all or any portion of its rights and interests under this Agreement to any Person (i) to which such Stockholder properly assigns or transfers Securities in accordance with Section 2.3, and (ii) that executes a Joinder, and (b) this Agreement may be assigned by operation of law by the Company. This Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective permitted successors and assigns. Any attempted assignment in violation of this Section 5.3 shall be null and void ab initio .

5.4 Confidentiality . The parties recognize that, in connection with the performance of this Agreement, the Company may provide the Stockholders with access to, or otherwise furnish or make available to the Stockholders certain Confidential Information. Each Stockholder shall keep all Confidential Information strictly confidential and not disclose any Confidential Information to any other Person, except as may be requested or legally compelled (in either case pursuant to the terms of a valid and effective subpoena or order issued by a Governmental Entity or pursuant to a civil investigative demand or similar judicial or legal process); provided , however , that each Stockholder may disclose such Confidential Information to (i) its Representatives who need to know such Confidential Information for purposes of evaluating or monitoring such Stockholder’s investment in the Company and who agree to be bound by the terms of this Section 5.4 or otherwise have a professional duty of confidentiality with respect to information received from such Stockholder, it being acknowledged and agreed by each Stockholder that such Stockholder shall be liable for any breach of this Section 5.4 by any of its Representatives, (ii) proposed Permitted Transferees in connection with a proposed Transfer of shares of Series A Preferred Stock or shares of Common Stock (it being understood and agreed by each Stockholder that (A) prior to any such disclosure, the Stockholder shall inform the prospective Permitted Transferee of the confidential nature of the information, and (B) such Stockholder shall be liable for any breach of this Section 5.4 by such prospective Permitted Transferee), or (iii) any Permitted

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Initial Stockholder LP that is bound by a customary written confidentiality obligation that contains reasonable restrictions on the use and disclosure of the Company’s non-public information; provided that, for purposes of this clause (iii) , (x) such Confidential Information is limited to financial and other information regarding the Company or its Subsidiaries that is contractually required or customarily provided to existing or prospective investors in the Initial Stockholder, and (y) such Stockholder shall be responsible for any breach of this Section 5.4 by such Person. Furthermore, no Stockholder shall, and each Stockholder shall cause its Representatives not to, use any Confidential Information for any purpose whatsoever other than to evaluate, monitor, manage or ascribe a value to its investment in the Company or enforce its rights under this Agreement, it being acknowledged and agreed by each Stockholder that such Stockholder shall be liable for any breach of this Section 5.4 by any of its Representatives. In furtherance of the foregoing, each Stockholder shall take precautions that are reasonable, necessary and appropriate to guard the confidentiality of the Confidential Information and shall treat such Confidential Information with at least the same degree of care which it applies to its own confidential and proprietary information. In the event that any Stockholder (or any Affiliate or Representative thereof) is requested or required to disclose any Confidential Information pursuant to this Section 5.4 , it shall provide prompt written notice to the Company of the proposed disclosure prior to such disclosure and shall cooperate with the Company in good faith, at the Company’s cost and expense, in any effort the Company undertakes in order to obtain a protective order or other similar remedy. In the event that such protective order or other remedy either is not obtained or does not completely block such disclosure, or that the Company waives compliance with this provision, such Stockholder will furnish only that portion of such Confidential Information that such Stockholder is advised by legal counsel is legally required and will exercise its commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded such information. Each Stockholder hereby acknowledges and agrees that all Confidential Information is and shall at all times remain the sole and exclusive property of the Company or its Subsidiaries, as applicable. For the avoidance of doubt, the terms of this Section 5.4 shall survive the termination of this Agreement.

5.5 Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable Law, but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any Applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any such provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

5.6 Counterparts . This Agreement may be executed in two (2) or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that each party need not sign the same counterpart.

5.7 Entire Agreement . This Agreement (including the documents and the instruments referred to in this Agreement), together with the Confidentiality Agreement, the Investment Agreement, the Series A Certificate and the Registration Rights Agreement, constitutes the entire agreement among the parties or to which they are subject and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of the transactions contemplated hereby and thereby.

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5.8 Governing Law; Jurisdiction . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (excluding those choice-of-law principles of such State that would permit the application of the laws of a jurisdiction other than such State), without regard to any applicable conflicts-of-law principles. Any suit, action or proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in the Chancery Court of the State of Delaware or, to the extent such court shall not have jurisdiction over the subject matter, in any state or federal court sitting in New Castle County, Delaware, and each of the parties submits to the exclusive jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby; provided , however , that any judgment in any such suit, action or proceeding may be enforced in any court with jurisdiction over the subject matter. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party in any manner provided for notice in Section 5.12 shall be deemed effective service of process on such party.

5.9 WAIVER OF JURY TRIAL . EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

5.10 Specific Performance . The parties agree that irreparable damage may occur if any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to seek an injunction or injunctions or other equitable relief to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any court set forth in Section 5.8 , in addition to any other remedy to which they are entitled at law or in equity.

5.11 No Third-Party Beneficiaries . Nothing in this Agreement shall confer any right upon any Person other than the parties and each such party’s respective heirs, successors and permitted assigns, all of whom shall be express third-party beneficiaries of this Agreement.

5.12 Notices . Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally or by facsimile or electronic communication, upon confirmation of receipt, (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

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If to the Company, to:

Catalent, Inc.

14 Schoolhouse Road

Somerset, New Jersey 08873

Attn: General Counsel – Steven L. Fasman

E-mail: GenCouns@catalent.com

Fax: (732) 537-6490

with copies (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attn: Steven Epstein; Matthew Soran

E-mail: steven.epstein@friedfrank.com ;

matthew.soran@friedfrank.com

Fax: (212) 859-4000

If to the Initial Stockholder, to:

c/o Leonard Green & Partners, L.P.

11111 Santa Monica Blvd., #2000

Los Angeles, CA 90025

Attn: Peter Zippelius

E-mail: pzippelius@leonardgreen.com

Facsimile: (310) 954-0404

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022-4834

Attn: Howard A. Sobel

Jason H. Silvera

Greg Rodgers

E-mail: howard.sobel@lw.com

jason.silvera@lw.com

greg.rodgers@lw.com

Fax: (212) 751-4864

5.13 Corporate Opportunities . Notwithstanding anything to the contrary in this Agreement but subject to the terms and conditions of Section 2.2 and the proviso set forth in the

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penultimate sentence of this Section 5.13 , the Company, on behalf of itself and its Subsidiaries, to the fullest extent permitted by Applicable Law, (a) acknowledges and affirms that the Initial Stockholder and its Affiliates, employees, directors, partners and members, including any director or observer designated pursuant to Section 1.1 (the “ Purchaser Group ”): (i) have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“ Other Investments ”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its Subsidiaries’ businesses or that could be suitable for the Company’s or any of its Subsidiaries’ interests, (ii) have interests in, participate with, aid and maintain seats on the board of directors or similar governing bodies of, Other Investments, (iii) may develop or become aware of business opportunities for Other Investments; and (iv) may or will, as a result of or arising from the matters referenced in this Section 5.13 , the nature of the Purchaser Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (b) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (a)(i) – (a)(iv) (each, a “ Renounced Business Opportunity ”)), and (c) acknowledges and affirms that no member of Purchaser Group, including any director or observer designated pursuant to Section 1.1 , shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its Subsidiaries, and any member of Purchaser Group may pursue a Renounced Business Opportunity. Notwithstanding anything to the contrary in the foregoing, the Company does not renounce its interest in any corporate opportunity if such corporate opportunity was expressly offered to a member of the Board or observer of the Board designated pursuant to Section 1.1 solely in his or her capacity as a member of the Board or an observer of the Board; provided that such opportunity has not been separately presented to the Initial Stockholder or its Affiliates or is not otherwise being independently pursued by the Initial Stockholder or its Affiliates (in each case, whether before or after such opportunity is presented to such director), other than as a result of a breach of the confidentiality obligations of such member of the Board or observer of the Board owed to the Company pursuant to (A) Section 5.4 , or (B) Applicable Law. Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 5.13 .

[ Remainder of page intentionally left blank ]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement by their authorized representatives as of the date first above written.


CATALENT, INC.
By:		/s/ Steven L. Fasman
Name: Steven L. Fasman
Title: Senior Vice President, General Counsel and Secretary

[Signature Page to Stockholders’ Agreement]


GREEN EQUITY INVESTORS VII, L.P.
By: GEI Capital VII, LLC, its General Partner
By:		/s/ Peter Zippelius
Name: Peter Zippelius
Title: Senior Vice President
GREEN EQUITY INVESTORS SIDE VII, L.P.
By: GEI Capital VII, LLC, its General Partner
By:		/s/ Peter Zippelius
Name: Peter Zippelius
Title: Senior Vice President

[Signature Page to Stockholders’ Agreement]


LGP ASSOCIATES VII-A LLC
By: Peridot Coinvest Manager LLC, its Manager
By: Leonard Green & Partners, L.P., its Manager
By:		/s/ Peter Zippelius
Name: Peter Zippelius
Title: Senior Vice President
LGP ASSOCIATES VII-B LLC
By: Peridot Coinvest Manager LLC, its Manager
By: Leonard Green & Partners, L.P., its Manager
By:		/s/ Peter Zippelius
Name: Peter Zippelius
Title: Senior Vice President

[Signature Page to Stockholders’ Agreement]

EXHIBIT A

FORM OF JOINDER

Catalent, Inc.

14 Schoolhouse Road

Somerset, New Jersey 08873

Attention: General Counsel – Steven L. Fasman

Ladies and Gentlemen:

Reference is made to the Stockholders’ Agreement, dated as of May 17, 2019 (as such agreement may have been or may be amended from time to time) (the “ Agreement ”), by and among Catalent, Inc., a Delaware corporation, each of 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, and any other party identified on the signature page of any joinder substantially similar to this joinder executed or otherwise permitted pursuant to Section 2.3(b)(i)(A) of the Agreement and delivered in accordance with the Agreement. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.

The undersigned represents and warrants that it has acquired [[ • ] shares of Series A Preferred Stock][shares of Common Stock] from [ • ] on the date hereof. The undersigned agrees that, as of the date hereof, the undersigned shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as a “Stockholder,” as though an original party thereto. The undersigned represents and warrants that the representations and warranties set forth in Section 3.1 of the Agreement are true and correct as to the undersigned in all respects as of the date hereof.

THE UNDERSIGNED ACKNOWLEDGES AND ACCEPTS THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH IN SECTION 5.9 OF THE AGREEMENT.

This joinder and all claims or causes of action based upon, arising out of, or related to this joinder (whether based on contract, equity, tort or any other theory) shall be governed by and construed in accordance with the laws of the State of Delaware (excluding choice-of-law principles of the laws of such State that would permit the application of the laws of a jurisdiction other than such State), without regard to any applicable conflicts-of-law principles.

*****

IN WITNESS WHEREOF, the undersigned has executed this Joinder as of the [ ]th day of [ ], [ ].


[ ]

By:
Name:
Title:

Notice Address:


Attn:
Facsimile:
Email:

[Joinder to Catalent, Inc. Stockholders’ Agreement]

EXHIBIT B

FORM OF TRANSFER GUARANTEE AGREEMENT

Catalent, Inc.

14 Schoolhouse Road

Somerset, New Jersey 08873

Attention: General Counsel – Steven L. Fasman

Ladies and Gentlemen:

Reference is made to the Stockholders’ Agreement, dated as of May 17, 2019 (as such agreement may have been or may be amended from time to time) (the “ Agreement ”), by and among Catalent, Inc., a Delaware corporation, each of 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, and any other party identified on the signature page of any joinder executed pursuant to Section 2.3(b)(i)(A) of the Agreement. Capitalized terms used but not otherwise defined in this letter agreement (this “ Transfer Guarantee Agreement ”) have the meanings set forth in the Agreement.

The undersigned [ name of Permitted Transferee ] (the “ Permitted Transferee ”) represents and warrants that, on the date hereof, it has (a) acquired [[ • ] shares of Series A Preferred Stock][shares of Common Stock] (the “ Acquired Shares ”) from [ name of Transferor ] (the “ Transferor Stockholder ”), and (b) executed a joinder to become a party to the Agreement and fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as a “Stockholder,” as though an original party thereto. Each of the Permitted Transferee and the Transferor Stockholder severally (i) acknowledges that entry into this Transfer Guarantee Agreement is a required precondition under the Agreement for the Transfer of the Acquired Shares to the Permitted Transferee, and (ii) represents and warrants that (A) it has full power and authority to enter into this Transfer Guarantee Agreement, and (B) this Agreement, once executed by both parties, will constitute a binding obligation in accordance with its terms, subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

In furtherance of the foregoing, each of the Permitted Transferee and the Transferor Stockholder hereby covenants and agrees to comply with the terms and conditions of Section 2.3(b)(i)(B) of the Agreement and that, if the Permitted Transferee ceases to qualify under the Agreement as a Permitted Transferee of the Transferor Stockholder at any time prior to the date that is eighteen (18) months following the Closing, then at or before such time the (a) Permitted Transferee shall Transfer the Acquired Shares to the Transferor Stockholder for all purposes of the Agreement, and (b) the Transferor Stockholder shall accept the Transfer of, and acquire, the Acquired Shares from the Permitted Transferee for all purposes of the Agreement. The Company shall be an express third-party beneficiary of the terms and conditions of this Transfer Guarantee

Agreement, entitled to sue upon and enforce this Transfer Guarantee Agreement as if the Company were a party hereto. The Permitted Transferee and the Transferor Stockholder hereby acknowledge and agree that irreparable damage may occur if any provision of this Transfer Guarantee Agreement or Section 2.3(b)(i)(B) of the Agreement is not performed in accordance with the terms hereof and that the parties (including the Company as an express third-party beneficiary) will be entitled to seek an injunction or injunctions or other equitable relief to prevent breaches of this Transfer Guarantee Agreement or Section 2.3(b)(i)(B) of the Agreement or to enforce specifically the performance of the terms and provisions hereof and thereof in any court described in the last paragraph hereof, in addition to any other remedy to which they are entitled at law or in equity.

This Transfer Guarantee Agreement and all claims or causes of action based upon, arising out of, or related to this Transfer Guarantee Agreement (whether based on contract, equity, tort or any other theory) shall be governed by and construed in accordance with the laws of the State of Delaware (excluding choice-of-law principles of the laws of such State that would permit the application of the laws of a jurisdiction other than such State), without regard to any applicable conflicts-of-law principles.

*****

IN WITNESS WHEREOF, the undersigned have executed this Transfer Guarantee Agreement as of the [ ]th day of [ ], [ ].


[ Permitted Transferee ]
By:
Name:
Title:


Acknowledged and Agreed:
[ Transferor Stockholder ]
By:
Name: Title:

Exhibit 10.2

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

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 .”

WHEREAS, the Company, Green Equity Investors VII, L.P. and Green Equity Investors Side VII, L.P. are parties to the Equity Commitment and Investment Agreement, dated as of April 14, 2019 (as the same may be amended, supplemented or otherwise modified from time to time, the “ Investment Agreement ”); and

WHEREAS, the Purchaser desires to have, and the Company desires to grant, certain registration and other rights with respect to the Registrable Securities on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Definitions . As used in this Agreement, the following terms have the following meanings, and terms used herein but not otherwise defined herein have the meanings assigned to them in the Investment Agreement:

“ Adverse Disclosure ” means public disclosure of material non-public information that the Company has determined in good faith (after consultation with legal counsel): (i) would be required to be made in any Registration Statement or Prospectus filed with the SEC by the Company so that such Registration Statement or Prospectus would not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement or Prospectus; and (iii) the Company has a bona fide business purpose for not disclosing publicly.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, (i) “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise and (ii) the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. For purposes of this Agreement (but not for purposes of the definition of “Registrable Securities”), none of the Shareholders and their respective Affiliates shall be deemed to be Affiliates of the Company or any of its Subsidiaries.

“ Agreement ” has the meaning set forth in the preamble.

“ Automatic Shelf Registration Statement ” has the meaning set forth in Rule 405 of the Securities Act.

“ Closing ” has the meaning set forth in the Investment Agreement.

“ Closing Date ” has the meaning set forth in the Investment Agreement.

“ Common Stock ” means all shares currently or hereafter existing of Common Stock, par value $0.01 per share, of the Company.

“ Company ” has the meaning set forth in the preamble.

“ Convertible Preferred Stock ” means all currently or hereafter existing shares of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company.

“ Demand Notice ” has the meaning set forth in Section 3(b).

“ Demand Registration ” has the meaning set forth in Section 3(b).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“ FINRA ” means the Financial Industry Regulatory Authority, Inc.

“ Indemnified Party ” has the meaning set forth in Section 8(c).

“ Indemnifying Party ” has the meaning set forth in Section 8(c).

“ Investment Agreement ” has the meaning set forth in the recitals.

“ Long-Form Registration ” has the meaning set forth in Section 3(b).

“ Losses ” has the meaning set forth in Section 8(a).

“ Marketed Offering ” means a registered underwritten offering of Registrable Securities (including any registered underwritten Shelf Offering) that is consummated, withdrawn or abandoned by the applicable Shareholders following the participation by the Company’s management in a customary “road show” (including an “electronic road show”) or other similar marketing effort by the Company.

“ Offering Persons ” has the meaning set forth in Section 6(o).

“ Person ” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“ Piggyback Notice ” has the meaning set forth in Section 4(a).

“ Piggyback Registration ” has the meaning set forth in Section 4(a).

“ Piggyback Request ” has the meaning set forth in Section 4(a).

“ Proceeding ” means an action, claim, suit, arbitration or proceeding (including an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Prospectus ” means the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A or Rule 430B of the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“ Public Offering ” means the sale of shares of Common Stock to the public pursuant to an effective Registration Statement (other than Form S-4 or Form S-8 or any successor form) filed under the Securities Act or any comparable law or regulatory scheme of any foreign jurisdiction.

“ Purchaser ” has the meaning set forth in the preamble.

“ Registrable Securities ” means, as of any date of determination, any shares of Convertible Preferred Stock and any shares of Common Stock that the Shareholders have acquired or have the right to acquire upon conversion of the Convertible Preferred Stock, and any other securities issued or issuable with respect to any such shares by way of share split, share subdivision, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise acquired. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities have been otherwise transferred, new certificates for such securities not bearing a restrictive legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; and (iii) such securities shall cease to be issued and outstanding. In addition, such securities shall cease to be Registrable Securities with respect to any holder upon the later of the date (A) such holder, together with its, his or her Affiliates, beneficially owns less than 3,357,207 shares of Common Stock (including all shares issuable upon the conversion of all Convertible Preferred Stock) and (B) such holder is able to dispose of all of its, his or her Registrable Securities pursuant to Rule 144 without any notice requirement, volume limitation or manner of sale limitation thereunder.

“ Registration Statement ” means any registration statement of the Company under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Rule 144 ” means Rule 144 of the Securities Act.

“ SEC ” means the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“ Shareholders ” has the meaning set forth in the preamble.

“ Shelf Offering ” has the meaning set forth in Section 4(c).

“ Short-Form Registration ” has the meaning set forth in Section 3(b).

“ Stockholders’ Agreement ” has the meaning set forth in Section 11(h).

“ Subsidiary ” means, with respect to any Person, any company, corporation, partnership, joint venture, limited liability company or other entity (x) of which such Person or a subsidiary of such Person is a general partner or (y) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or Persons performing similar functions with respect to such Person, is directly or indirectly owned by such Person and/or one or more subsidiaries thereof.

“ Take-Down Notice ” has the meaning set forth in Section 4(c).

“ Triggering Demand Notice ” has the meaning set forth in Section 3(b)(iv).

The terms “ underwritten registration ” or “ underwritten offering ” means a registration in which securities of the Company are sold to an underwriter for reoffering to the public.

“ Well-Known Seasoned Issuer ” has the meaning set forth in Rule 405 of the Securities Act.

Section 2. Holders of Registrable Securities . A holder of Registrable Securities means a Shareholder that owns or has a right to acquire such Registrable Securities.

Section 3. Shelf Registration; Demand Registrations .

(a) Filing and Effectiveness of Shelf Registration Statement . Subject to the other applicable provisions of this Agreement, the Company shall use its reasonable best efforts to (i) prepare, file and cause to be declared effective by the SEC (if such Registration Statement is not an Automatic Shelf Registration Statement), within one hundred twenty (120) days following the Closing, a Registration Statement, in the form of a Short-Form Registration (if the Company is then eligible for the same) or in the form of a Long-Form Registration (if the Company is not then eligible for a Short-Form Registration), as applicable, covering the sale or distribution from time to time by the Shareholders pursuant to a plan of distribution acceptable to a majority of the Shareholders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities; and (ii) cause such Registration Statement (including by filing a new, replacement Registration Statement as required under the Securities Act) to remain effective under the Securities Act continuously until no Registrable Securities are outstanding.

(b) Requests for Registration .

Subject to the following paragraphs of this Section 3(b), following the Closing, one or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (which, unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 of the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (each, a “ Short-Form Registration ”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (each, a “ Long-Form Registration ”) (any such written notice, a “ Demand Notice ” and any such registration, a “ Demand Registration ”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the Registration Statement within sixty (60) days following receipt of such Demand Notice in the case of a Short-Form Registration or within ninety (90) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided , however , that, unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $150,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(b), the Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement).

(i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or Section 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (1) does not become effective, or (2) is not maintained as effective for the period required pursuant to this Section 3, (B) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions.

(ii) Each Demand Notice made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities of each such Shareholder to be registered and the intended method(s) of disposition thereof.

(iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to such Demand Registration until the earliest to occur of (x) the date on which such securities cease to be Registrable Securities, (y) the date on which such Registrable Securities have actually been sold and (z) one hundred eighty (180) days after the effective date of such Registration Statement.

(iv) Within five (5) Business Days after receipt by the Company of a Demand Notice pursuant to this Section 3(b) (the “ Triggering Demand Notice ”), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(c), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein meeting all of the requirements of a Demand Notice under this Agreement (whether or not any of the other Shareholders demanding such inclusion have exercised such Shareholders’ conversion rights) within five (5) days after the date that such notice from the Company has been delivered; provided that (A) all of such other Shareholders must agree to the plan of distribution proposed by the Shareholders who delivered the Triggering Demand Notice and (B) in connection with any underwritten registration, such holders must agree to abide and be bound by the underwriting agreement approved by the Company and the Shareholders who delivered the Triggering Demand Notice as if they were such Shareholders. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities.

(v) For the avoidance of doubt, an underwritten registration pursuant to a Demand Registration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 3(a) hereof.

(c) Priority on Demand Registration . If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an underwritten offering, and the managing underwriter(s) advise the holders of such securities in writing that in its good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the price, timing or distribution of such underwritten offering, then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter(s) can be sold without adversely affecting such underwritten offering, and such number of Registrable Securities shall be allocated pro rata among the Shareholders of Registrable Securities that have requested to participate in such Demand Registration on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitations shall be included in such offering.

(d) Postponement of Registration . The Company shall be entitled to postpone the filing (but not the preparation) or the initial effectiveness of, or suspend the use of, a Registration Statement, in each case for a reasonable period of time not more than twice in any twelve (12) month period and that does not exceed (x) sixty (60) days on any one occasion or (y) in the aggregate together with all other such postponements or suspensions, ninety (90) days in any twelve (12) month period, if the Company delivers, as applicable, to the Shareholders requesting registration or the Shareholders named in a Registration Statement filed pursuant to Section 3(a) a certificate signed by an executive officer certifying that such registration and offering would (A) require the Company to make an Adverse Disclosure or (B) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its Subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Shareholders receiving such certificate shall keep the information contained in such certificate confidential subject to the same extent and on the same terms and conditions as set forth in Section 6(o).

(i) If the Company shall so postpone the filing of a Registration Statement in accordance with this Section 3(d) or suspend its use following the delivery of a Demand Notice, the Shareholders who sent the Demand Notice initiating such registration shall have the right to withdraw such Demand Notice pursuant to Section 3(b) by giving written notice to the Company during the period beginning from the date of postponement notice to the tenth (10th) day prior to the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Shareholders and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that, in the event such Shareholders do not so withdraw their Demand Notice, the Company shall continue to prepare a Registration Statement during such postponement such that, if the Company exercises its rights under this Section 3(d), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable efforts to cause the effectiveness of the applicable deferred or suspended Registration Statement.

(ii) In the event the Company exercises its rights to postpone the initial effectiveness of, or suspend the use of, a Registration Statement, the Shareholders participating in such Demand Registration shall suspend, promptly upon their receipt of the certificate referred to above, use of the Prospectus relating to such Demand Registration or the Prospectus contained within the Registration Statement filed pursuant to Section 3(a) in connection with any sale or offer to sell Registrable Securities.

(e) Cancellation of a Demand Registration . Holders of a majority of the Registrable Securities subject to the original Triggering Demand Notice shall have the right to notify the Company that they have determined that the applicable Registration Statement be abandoned or withdrawn by giving written notice of such abandonment or withdrawal at any time prior to the effective time of such Registration Statement, in which event the Company shall abandon or withdraw such Registration Statement; provided that any Demand Notice underlying such abandonment or withdrawal shall not be deemed to be a Demand Notice for purposes of Section 3(f) if such Demand Notice is abandoned or withdrawn in response to a material adverse change regarding the Company or a material adverse change in the financial markets generally. The Company shall cease all efforts to secure registration following any such abandonment or withdrawal.

(f) Number of Demand Notices . In connection with the provisions of this Section 3, the Shareholders collectively shall have four (4) Demand Notices in connection with Marketed Offerings, which they are permitted to deliver (or cause to be delivered) to the Company hereunder; provided that in connection therewith, the Company shall cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement (including participation in “ road shows ”); provided that (A) the Shareholders may not make more than two (2) Demand Registration requests in any 365-day period and (B) the Shareholders may not make a Demand Registration requesting to launch an underwritten offering within the period commencing fourteen (14) days prior to the end of any fiscal quarter of the Company and ending two (2) days following the date on which the Company shall publicly announce its earnings for such fiscal quarter or the year ending on such fiscal quarter. For the avoidance of doubt, the Shareholders shall have no further rights to Demand Registrations of its Registrable Securities other than pursuant to this Section 3(f).

Section 4. Piggyback Registration; Shelf Take Down .

(a) Right to Piggyback . Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock, whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), then the Company shall give prompt written notice of such filing no later than five (5) Business Days prior to the filing date (the “ Piggyback Notice ”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such Registration Statement the number of Registrable Securities as each such holder may request (each registration wherein a holder participates in accordance with this Section 4, a “ Piggyback Registration ”). Subject to Section 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “ Piggyback Request ”) within five (5) Business Days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one hundred eighty (180) days after the effective date thereof and (y) consummation of the distribution of the Common Stock (other than the Registrable Securities identified in such Piggyback Requests) that are the subject of such Registration Statement proposed to be filed by the Company.

(b) Priority on Piggyback Registrations . If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares, if any, of the Company included in the

offering. Notwithstanding the foregoing, if the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of the securities in such offering, then there shall be included in such underwritten offering the number or dollar amount of securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows:

(i) if the registration involves an underwritten primary offering on behalf of the Company, (A) first , all securities proposed to be sold by the Company for its own account; (B) second , all Registrable Securities requested to be included in such registration by the Shareholders pursuant to this Section 4, pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by all holders that made such Piggyback Request; and (C) third , all other securities requested to be included in such Registration Statement by other holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Shareholder may, prior to the earlier of (x) the effectiveness of the Registration Statement and (y) the time at which the offering price or underwriter’s discount are determined with the managing underwriter(s), withdraw its request to be included in such registration pursuant to this Section 4.

(ii) if the registration involves an underwritten offering that was initially requested by any Person(s) (other than a Shareholder) to whom the Company has granted registration rights which are not inconsistent with the rights granted in, and do not otherwise conflict with the terms of, this Agreement, (A) first , the securities requested to be included in such underwritten offering by such other Person(s) pro rata among such Person(s) on the basis of the percentage of the securities requested to be included in such Registration Statement by all holders that made such request; (B) second , all Registrable Securities requested to be included in such registration by the Shareholders pursuant to this Section 4, pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by all holders that made such Piggyback Request; (C) third , all other securities requested to be included in such Registration Statement by other holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; and (D) fourth , all securities requested to be included in such Registration Statement by the Company for its own account; provided that any Shareholder may, prior to the earlier of (x) the effectiveness of the Registration Statement and (y) the time at which the offering price or underwriter’s discount are determined with the managing underwriter(s), withdraw its request to be included in such registration pursuant to this Section 4.

(c) Shelf-Take Downs . At any time that a shelf Registration Statement covering Registrable Securities pursuant to Section 3 or Section 4 (or otherwise) is effective, if any Shareholder delivers a notice to the Company (each, a “ Take-Down Notice ”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf Registration Statement (each, a “ Shelf Offering ”), then the Company shall amend or supplement the shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed

pursuant to the Shelf Offering. In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering (including a Marketed Offering):

(i) such proposing holder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on such shelf Registration Statement and permit each such holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the proposing holder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and

(ii) if the Shelf Offering is underwritten, in the event that the managing underwriter(s) of such Shelf Offering advise such holders in writing that it is their good faith opinion the total number or dollar amount of securities proposed to be sold exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be included, then the managing underwriter(s) may limit the number of Registrable Securities which would otherwise be included in such Shelf Offering in the same manner as described in Section 3(c) with respect to a limitation of shares to be included in a registration;

provided , however , that each Shelf Offering that is an underwritten offering initiated by a Shareholder shall be deemed to be a demand subject to the provisions of Section 3(b) (subject to Section 3(e)), and shall decrease by one the number of Demand Notices the Shareholders are entitled to pursuant to Section 3(f).

Section 5. Restrictions on Public Sale by Holders of Registrable Securities .

(a) If any registration pursuant to Section 3 or Section 4 of this Agreement shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Sections 3(a) or 4(c) hereof), the Company will cause each of its executive officers and directors to sign a customary “lock-up” agreement containing provisions consistent with those contemplated pursuant to Section 5(b); or (ii) underwritten offering (including with respect to a Shelf Offering pursuant to Sections 3(a) or 4(c) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S-4, Form S-8 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf Registration Statement) for such offering except as may otherwise be agreed with the holders of the Registrable Securities in such offering.

(b) Each Shareholder agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, as applicable, that, if requested in writing by the managing underwriter or underwriters in such offering, it will not (i) subject to customary exceptions, effect any public sale or distribution of any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another Person any of the economic consequences of owning Common Stock, or (ii) give any Demand Notice during the period

commencing on the date of the Prospectus pursuant to which such underwritten offering may be made and continuing for not more than thirty (30) days after the date of such Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf Registration Statement). In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the Company, or, if Shareholders will be selling more Registrable Securities in the offering than the Company, Shareholders holding a majority of the Registrable Securities shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders agree to execute the form so negotiated; provided that the form so negotiated is reasonably acceptable to the Company or the Shareholders, as applicable, and consistent with the agreement set forth in this Section 5 and that the Company’s executive officers and directors shall also have executed a form of agreement substantially similar to the agreement so negotiated, as applicable, subject to customary exceptions applicable to natural persons.

Section 6. Registration Procedures . If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in Section 3 or Section 4, the Company shall use its reasonable best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall use its reasonable best efforts, as promptly as practicable to the extent applicable, to:

(a) prepare and file with the SEC a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable Securities by the holders thereof or by the Company in accordance with the intended method or methods of distribution thereof and in accordance with this Agreement, and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein; provided , however, that, before filing a Registration Statement or Prospectus or any amendment or supplement thereto (including documents that would be incorporated or deemed to be incorporated therein by reference, except to the extent that such documents shall have previously been filed with or furnished to the SEC), the Company shall furnish or otherwise make available to counsel for the holders of the Registrable Securities covered by such Registration Statement (who may share such documents with their clients) and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors; provided that nothing in this Section 6(a) is intended to effect any waiver of the Company’s attorney-client or other legal privilege. The Company shall not file any such Registration Statement or Prospectus or any amendment or supplement thereto (including such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein, except to the extent that such documents shall have previously been filed with or furnished to the SEC) with respect to a Demand Registration to which the holders of a majority of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company’s counsel, such filing is necessary to comply with applicable law;

(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 of the Securities Act;

(c) notify counsel to each selling holder of Registrable Securities and the managing underwriters, if any, promptly, and (if requested by any such Person or such selling holder) confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective (if such Registration Statement is not an Automatic Shelf Registration Statement), (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceeding for that purpose, (iv) if at any time the Company has reason to believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 6(n) below cease to be true and correct, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (vi) if the Company has knowledge of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any change in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that, in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (which notice shall notify the selling Shareholders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information);

(d) prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the earliest date reasonably practicable;

(e) if requested by the managing underwriters, if any, or the holders of a majority of the then-issued and outstanding Registrable Securities being sold in connection with an underwritten offering, promptly include in a Prospectus supplement or post-effective amendment to the applicable Registration Statement such information as the managing underwriters, if any, and such holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such Prospectus supplement or such post-effective

amendment as soon as practicable after the Company has received such request; provided , however , that the Company shall not be required to take any action under this Section 6(e) that is not, in the opinion of counsel for the Company, in compliance with applicable law;

(f) furnish or make available to counsel for each selling holder of Registrable Securities and each managing underwriter, if any, without charge, at least one conformed copy of the Registration Statement, the Prospectus and Prospectus supplements, if applicable, and each post-effective amendment thereto, including financial statements (but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits, unless requested in writing by such counsel, the holder such counsel represents or such underwriter); provided that the Company may furnish or make available any such document in electronic format;

(g) deliver to each selling holder of Registrable Securities, its counsel, and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto as such Persons may reasonably request from time to time in connection with the distribution of the Registrable Securities; provided that the Company may furnish or make available any such document in electronic format (other than, in the case of a Marketed Offering, upon the request of the managing underwriters thereof for printed copies of any such Prospectus or Prospectuses); and the Company, subject to the last paragraph of this Section 6, hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto;

(h) prior to any Public Offering of Registrable Securities, register or qualify or cooperate with the selling holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as any seller or underwriter reasonably requests in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement and to take any other action that may be necessary or advisable to enable such holders of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction; provided , however , that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to taxation or general service of process in any such jurisdiction where it would not otherwise be subject but for this Agreement;

(i) cooperate with, and direct the Company’s transfer agent to cooperate with, the selling holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely settlement of any offering or sale of Registrable Securities, including the preparation and delivery of certificates (not bearing any legend) or book-entry (not bearing stop transfer instructions) representing Registrable Securities to be sold after receiving written representations from each holder of such Registrable Securities that the Registrable Securities represented by the certificates so delivered by such holder will be transferred in accordance with the Registration Statement and, in connection therewith, if reasonably required by the Company’s transfer agent,

the Company shall promptly after the effectiveness of the Registration Statement cause an opinion of counsel as to the effectiveness of any Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorization, certificate, or direction required by the transfer agent that authorizes and directs the transfer agent to issue such Registrable Securities without restriction upon sale by the holder of such shares of Registrable Securities under the Registration Statement;

(j) upon the occurrence of, or, if later, the Company’s receipt of knowledge of, any event contemplated by Section 6(c)(vi) above, prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus (then in effect) or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such that the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(k) prior to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities;

(l) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement;

(m) cause all shares of Registrable Securities covered by such Registration Statement to be listed on a national securities exchange if shares of the particular class of Registrable Securities are at that time listed on such exchange, as the case may be, prior to the effectiveness of such Registration Statement;

(n) enter into such agreements (including underwriting agreements in form, scope and substance as is customary in underwritten offerings and such other documents reasonably required under the terms of such underwriting agreements, including customary legal opinions and auditor “comfort” letters) and take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such Registrable Securities;

(o) in connection with a customary due diligence review, make available for inspection by a representative of the selling holders of Registrable Securities, any underwriter participating in any such disposition of Registrable Securities, if any, and any counsel or accountants retained by such selling holders or underwriter (collectively, the “ Offering Persons ”), at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information and participate in customary due diligence sessions in each case reasonably requested by any such

Offering Persons in connection with such Registration Statement; provided , however , that any information that is not generally publicly available at the time of delivery of such information shall be kept confidential by such Offering Persons except (i) where disclosure of such information is requested or legally compelled (in either case pursuant to the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or a federal, state or local governmental or regulatory body or pursuant to a civil investigative demand or similar judicial process), (ii) where such information is or becomes generally known to the public other than as a result of a non-permitted disclosure or failure to safeguard by such Offering Persons in violation of this Agreement, (iii) where such information (A) was known to such Offering Persons on a nonconfidential basis (prior to its disclosure by the Company) from a source other than the Company that, after reasonable inquiry, is entitled to disclose such information and is not bound by any contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information, (B) was in the possession of the Offering Persons on a nonconfidential basis prior to its disclosure to the Offering Persons by the Company or (C) is subsequently developed by the Offering Persons without using all or any portion of such information or violating any of the obligations of such Persons under this Agreement or (iv) for disclosure in connection with any suit, arbitration, claim or litigation involving this Agreement or against any Offering Person under federal, state or other securities laws in connection with the offer and sale of any Registrable Securities. In the case of a proposed disclosure pursuant to (i) (or, unless such Person and the Company are adversaries in such suit, arbitration, claim or litigation, (iv)) above, such Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure and to cooperate with the Company, at the Company’s cost, in any effort the Company undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with this provision, the Offering Persons will furnish only that portion of such information that the Offering Persons are advised by legal counsel is legally required and will exercise their reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded such information;

(p) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA, including the use of reasonable best efforts to obtain FINRA’s pre-clearance or pre-approval of the Registration Statement and applicable Prospectus upon filing with the SEC; and

(q) cause its officers and employees to use their respective reasonable best efforts to support the reasonable marketing of the Registrable Securities covered by the Registration Statement (including participation in, and preparation of materials for, any “road show”) in a Marketed Offering.

Each holder of Registrable Securities as to which any registration is being effected shall promptly furnish to the Company in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing as a condition for any Registrable Securities to be included in the applicable registration hereunder. For the avoidance of doubt, failure of any holder of Registrable Securities to furnish the Company with such information as requested by the Company pursuant to the preceding sentence shall relieve the Company of any obligation hereunder to include the applicable Registrable Securities of such holder in the Registration Statement with respect to which such information was requested.

Each Shareholder agrees that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 6(c)(ii), (iii), (iv) or (v), such holder will forthwith discontinue disposition of such Registrable Securities pursuant to such Registration Statement or Prospectus until such holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(j), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filing that is incorporated or deemed to be incorporated by reference in such Prospectus; provided , however , that the time periods under Section 3 with respect to the length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of time the holder is required to discontinue disposition of such securities.

Section 7. Registration Expenses . All fees and expenses incurred by the Company and incident to the performance of or compliance with this Agreement by the Company (including (i) all registration and filing fees (including fees and expenses with respect to (A) all SEC, stock exchange or trading system and FINRA registration, listing, filing and qualification and any other fees associated with such filings, including with respect to counsel for the underwriters and any qualified independent underwriter in connection with FINRA qualifications, (B) rating agencies and (C) compliance with securities or “blue sky” laws, including any reasonable fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Registrable Securities pursuant to Section 6(h)), (ii) fees and expenses of the financial printer, (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) fees and disbursements of all independent certified public accountants, including the expenses of any special audits or “comfort letters” required by or incident to such performance and compliance) and all reasonable fees and expenses of one counsel (together with any appropriate local counsel(s)) retained by the holders of Registrable Securities, shall be borne by the Company, whether or not any Registration Statement is filed or becomes effective. All underwriters’ discounts and selling commissions, in each case related to Registrable Securities registered in accordance with this Agreement, shall be borne by the holders of Registrable Securities included in such registration pro rata among each other on the basis of the number of Registrable Securities so registered. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.

Section 8. Indemnification .

(a) Indemnification by the Company . The Company shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, its officers, directors, partners and managing members and each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all reasonably foreseeable losses, claims, damages,

liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “ Losses ”), as incurred, in each case arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 of the Securities Act) or other document (including any related Registration Statement, notification, or the like or any materials prepared by or on behalf of the Company as part of any “road show” (as defined in Rule 433(h) of the Securities Act)) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Company and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners and managing members and each Person who controls each such holder, for any reasonable and documented out-of-pocket legal and any other expenses actually incurred in connection with investigating and defending or, subject to the last sentence of this Section 8(a), settling any such Loss or action; provided that the Company will not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission by such holder, but only if such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion therein. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Loss or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld).

(b) Indemnification by Holder of Registrable Securities . In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder of Registrable Securities shall indemnify, to the fullest extent permitted by law, severally and not jointly with any other participating holder of Registrable Securities, the Company, its officers, directors and managing members and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against all Losses arising out of or based on any untrue statement of a material fact contained in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 of the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company or such officers, directors, managing members and control persons for any reasonable and documented out-of-pocket legal or any other expenses actually incurred in connection with investigating or defending any such Loss or action, subject to the immediately following proviso, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 of the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Company by such holder of Registrable Securities or its

authorized representatives expressly for inclusion therein; provided , however , that the foregoing obligations shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided , further , that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

(c) Conduct of Indemnification Proceedings . If any Person shall be entitled to indemnification hereunder (each, an “ Indemnified Party ”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (each, an “ Indemnifying Party ”) of any claim or of the commencement of any Proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided , however , that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or Proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or Proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided , however , that an Indemnified Party shall have the right to employ separate counsel in any such claim or Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or Proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, in which case the Indemnified Party shall have the right to employ separate counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided , further , however , that the Indemnifying Party shall not, in connection with any one such claim or Proceeding or separate but substantially similar or related claims or Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such proceeding in a manner not inconsistent with this Section 8) shall be paid to the Indemnified Party, as incurred, promptly upon receipt of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification under this Section 8).

(d) Contribution . If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party in respect of any Losses (other than in accordance with its terms), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d), an Indemnifying Party that is a selling holder of Registrable Securities shall not be required to contribute any amount in excess of the amount by which the total net proceeds received by such holder from the sale of the Registrable Securities giving rise to such contribution obligation and sold by such holder exceeds the amount of any damages that such holder has otherwise been required to pay by reason of the applicable action, statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligations of the holders of Registrable Securities to contribute pursuant to this Section are several and not joint.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

Section 9. Rule 144 . The Company shall use reasonable best efforts to: (i) file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner, to the extent required from time to time to enable all holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144; and (ii) so long as any Registrable Securities are issued and outstanding, furnish holders thereof upon request (A) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Exchange Act and (B) a copy of the most recent annual or quarterly report of the Company (except to the extent the same is available on EDGAR).

Section 10. Underwritten Registrations . In connection with any underwritten offering, the investment banker or investment bankers and managers shall be selected by the Shareholders holding the majority of Registrable Securities included in any Demand Registration, including any Shelf Offering, initiated by such Shareholders, subject to the reasonable satisfaction of the Company.

Section 11. Miscellaneous .

(a) Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given by, but only with, the written consent of the Shareholders holding a majority of the Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other holders of Registrable Securities may be given by holders of at least a majority of the Registrable Securities being sold by such holders pursuant to such Registration Statement.

(b) Notices . All notices required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, telecopied and confirmed, emailed and confirmed or mailed by registered or certified mail, return receipt requested, or recognized overnight delivery service with proof of receipt maintained, at the following address (or any other address that any such party may designate by written notice to the other parties): If to the Company, to the address of its principal executive offices, addressed to the attention of its General Counsel (email: GenCouns@Catalent.com). If to any Shareholder, at such Shareholder’s address as set forth on the records of the Company or such other address as such Shareholder notifies the Company in writing. Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by telecopy or email, be deemed received on the first Business Day following confirmation; shall, if delivered by overnight delivery service, be deemed received the first Business Day after being sent; and shall, if delivered by mail, be deemed received upon the earlier of actual receipt thereof or five (5) Business Days after the date of deposit in the United States mail.

(c) Successors and Assigns; Shareholder Status . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent holders of Registrable Securities acquired, directly or indirectly, from the Shareholders in compliance with any restrictions on transfer or assignment; provided , however , that (x) the Company may not assign this Agreement (in whole or in part) without the prior written consent of the holders of a majority of the Registrable Securities and (y) such successor or assign shall not be entitled to such rights unless the successor or assign shall have executed and delivered to the Company an Addendum Agreement substantially in the form of Exhibit A hereto promptly following the acquisition of such Registrable Securities (including the provision of an address, which the Company may use as the Shareholder’s notice address for purposes of Section 11(b) unless such address is changed in accordance with such Section by notice); provided, further, that a Shareholder may only assign its rights and obligations under this Agreement upon written notice to the Company (i) if such assignment is in connection with (A) a transfer or sale of all or substantially all of the Registrable Securities held by such Shareholder or (B) a transfer or sale of at least 25.0% of the shares of Registrable Securities sold to the Shareholder on the Closing Date on an “as converted basis” or (ii) to any of its partners, members, equityholders or Affiliates or one or more private equity funds sponsored or managed by an Affiliate.

(d) Counterparts . This Agreement may be executed in two or more counterparts and delivered by facsimile, pdf or other electronic transmission with the same effect as if all signatory parties had signed and delivered the same original document, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) Headings; Construction . The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the context requires otherwise: (i) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa; (ii) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation,”; (iii) references to sections and paragraphs refer to sections and paragraphs of this Agreement; (iv) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including Exhibit A hereto, and not to any particular subdivision unless expressly so limited; (v) unless otherwise specified, the term “days” shall mean calendar days; (vi) a “percentage” (or a “majority”) of the Registrable Securities (or, where applicable, any class of securities) shall be determined based on the number of shares of such securities; and (vii) unless otherwise provided, the currency for all dollar figures included in this Agreement shall be the US Dollar.

(f) Governing Law . This Agreement (and any claim or controversy arising out of or relating to this Agreement) shall be governed by and construed in accordance with, the laws of the State of New York.

(g) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(h) Entire Agreement . This Agreement, that certain Confidentiality Agreement, dated as of January 2, 2019, by and between Catalent Pharma Solutions, LLC and Leonard Green & Partners, L.P., that certain Stockholders’ Agreement, dated as of the date hereof, by and between the Company and the Purchaser (the “ S tock holders ’ Agreement ”) and the Investment Agreement are intended by the parties as a final expression of their agreement, and are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This Agreement, together with the Investment Agreement and the Stockholders’ Agreement, supersedes all prior agreements and understandings between the parties with respect to such subject matter. Notwithstanding the foregoing, this Agreement shall not supersede the transfer restrictions in the Stockholders’ Agreement.

(i) Securities Held by the Company or its Subsidiaries . Whenever the consent or approval of holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its subsidiaries shall not be counted in determining whether such consent or approval was given by the holders of such required percentage.

(j) Specific Performance; Further Assurances . The parties hereto recognize and agree that money damages may be insufficient to compensate the holders of any Registrable Securities for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach. The parties hereto agree that in the event the registrations and sales of Registrable Securities are effected pursuant to the laws of any jurisdiction outside of the United States, such parties shall use their respective reasonable best efforts to give effect as closely as possible to the rights and obligations set forth in this Agreement, taking into account customary practices of such foreign jurisdiction, including executing such documents and taking such further actions as may be reasonably necessary in order to carry out the foregoing.

(k) Term; Other Agreements . This Agreement shall terminate with respect to a Shareholder on the date on which such Shareholder ceases to hold Registrable Securities; provided that such Shareholder’s rights and obligations pursuant to Section 8, as well as the Company’s obligations to pay expenses pursuant to Section 7, shall survive with respect to any Registration Statement in which any Registrable Securities of such Shareholders were included. From and after the date of this Agreement, the Company shall not, without the consent of the Shareholders holding a majority of the Registrable Securities, enter into any agreement with any Person, including any holder or prospective holder of any securities of the Company, giving any registration rights (i) the terms of which are more favorable than, senior to or conflict with, the registration rights granted to the Shareholders hereunder or (ii) permitting such Person to exercise a demand registration right during the period expiring on the second anniversary of the date hereof; provided that the Company may enter into an agreement granting such rights if such agreement provides the Shareholders with piggyback rights consistent with those granted to the Shareholders pursuant to Section 4, and, if such agreement contains any underwriter cutbacks consistent with Section 4(b), then the Shareholders shall participate with such other holders on a pro rata basis; and provided , further , that the Company may enter into an agreement granting such demand rights in connection with the issuance of securities of the Company pursuant to (i) a bona fide material acquisition, disposition or other similar transaction involving the Company or any of its Subsidiaries, (ii) an exchange of indebtedness of the Company into equity and (iii) a proposed resale of convertible securities of the Company by any holder thereof, in each case, to the extent that the entering into of such an agreement is customary in a transaction of the type contemplated.

(l) Consent to Jurisdiction; Waiver of Jury Trial . The parties hereto hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York located in New York County and the federal courts of the United States of America located in New York County, and the appropriate appellate courts therefrom for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby; provided , however , that any judgment in any such suit, action or proceeding may be enforced in any court with jurisdiction over the subject matter. The parties hereto hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the

fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of Section 11(b).

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(m) Interpretation . Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. All article, section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex, letter and schedule references not attributed to a particular document shall be references to such exhibits, annexes, letters and schedules to this Agreement. In addition, the following terms are ascribed the following meanings:

(i) the word “ or ” is not exclusive;

(ii) the words “ including ,” “ includes ,” “ included ” and “ include ” are deemed to be followed by the words “without limitation”;

(iii) the terms “ herein ,” “ hereof ” and “ hereunder ” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision;

(iv) the term “ Business Day ” shall mean a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York, generally are authorized or obligated by law to close; and

(v) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time.

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed as of the date first above written.


CATALENT, INC.

By:		/s/ Steven L. Fasman
		Name: Steven L. Fasman
		Title: Senior Vice President, General Counsel and Secretary

[S IGNATURE P AGE TO R EGISTRATION R IGHTS A GREEMENT ]


GREEN EQUITY INVESTORS VII, L.P.

By: GEI Capital VII, LLC, its General Partner

By:		/s/ Peter Zippelius
Name: Peter Zippelius
Title: Senior Vice President

GREEN EQUITY INVESTORS SIDE VII, L.P.

By: GEI Capital VII, LLC, its General Partner

By:		/s/ Peter Zippelius
Name: Peter Zippelius
Title: Senior Vice President

[S IGNATURE P AGE TO R EGISTRATION R IGHTS A GREEMENT ]


LGP ASSOCIATES VII-A LLC

By: Peridot Coinvest Manager LLC, its Manager

By: Leonard Green & Partners, L.P., its Manager

By:		/s/ Peter Zippelius
Name: Peter Zippelius
Title: Senior Vice President

LGP ASSOCIATES VII-B LLC

By: Peridot Coinvest Manager LLC, its Manager

By: Leonard Green & Partners, L.P., its Manager

By:		/s/ Peter Zippelius
Name: Peter Zippelius
Title: Senior Vice President

[S IGNATURE P AGE TO R EGISTRATION R IGHTS A GREEMENT ]

EXHIBIT A

ADDENDUM AGREEMENT

This Addendum Agreement (this “ Addendum Agreement ”) is made this [•] day of [•], 20[•], by and between [•], a [•] (the “ New Shareholder ”) and Catalent, Inc., a Delaware corporation (the “ Company ”), pursuant to a Registration Rights Agreement dated as of May 17, 2019 (the “ Agreement ”), by and among the Company, 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. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

W I T N E S S E T H :

WHEREAS, the Company has agreed to provide registration rights with respect to the Registrable Securities on the terms and subject to the conditions set forth in the Agreement; and

WHEREAS, the New Shareholder has acquired the number and type of Registrable Securities specified below directly or indirectly from a Shareholder in accordance with the Agreement and all applicable law;

WHEREAS, the Company and the Shareholders have required in the Agreement that all Persons desiring registration rights pursuant to the Agreement must enter into an Addendum Agreement binding the New Shareholder to the Agreement to the same extent as if it were an original party thereto; and

WHEREAS, the New Shareholder has caused this Addendum Agreement to be executed by a duly authorized individual.

NOW, THEREFORE, in consideration of the premises recited above and intending to be bound, the New Shareholder acknowledges that it has received and read the Agreement and that the New Shareholder shall be bound by, and shall have the benefit of, all of the terms and conditions set out in the Agreement to the same extent as if it were an original party to the Agreement (or as otherwise provided therein) and shall be deemed to be a Shareholder thereunder. The Company may rely on the foregoing acknowledgement without further inquiry and is relieved of any liability for such reliance.

[Name of New Shareholder]

By:

Name:

Title:

Registrable Securities:

Type:


Number:
Notice Address:



Attn:
Facsimile:
Email:

Exhibit 10.4

Execution Version

AMENDMENT NO. 4

TO AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 17, 2019 (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 GUARANTORS, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”), Collateral Agent (in such capacity, the “ Collateral Agent ”), Swing Line Lender, L/C Issuer, and as Initial Dollar Term B-2 Lender (in such capacity, the “ Initial Dollar Term B-2 Lender ”), each Additional Revolving Refinancing Lender (as defined below) party hereto and each Revolving Commitment Increase Lender (as defined below) party hereto.

PRELIMINARY STATEMENTS:

(1) The Borrower, Holdings, Morgan Stanley Senior Funding, Inc., as former administrative agent, former collateral agent, former swing line lender and former L/C issuer, JPMorgan Chase Bank, N.A., as L/C Issuer, the other Lenders party thereto and the other agents party thereto have entered into an Amended and Restated Credit Agreement dated as of May 20, 2014 (as amended by Amendment No. 1 dated as of December 1, 2014, as further amended by Amendment No. 2, dated as of December 9, 2016, as further amended by Amendment No. 3, dated as of October 18, 2017, and as the same may have been amended, supplemented or otherwise modified prior to the date hereof, the “ Existing Credit Agreement ”, and the Existing Credit Agreement as further amended by this Amendment, the “ Credit Agreement ”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2) Pursuant to the Agreement and Plan of Merger, dated as of April 14, 2019 (as amended by First Amendment to Agreement and Plan of Merger, dated as of May 9, 2019, the “ Acquisition Agreement ”), by and among the Borrower, Catalent, Inc., a Delaware corporation (“ Parent ”), Catalent Holdco I Inc., a Delaware corporation and wholly owned subsidiary of the Borrower (“ Merger Sub ”) and Paragon Bioservices, Inc., a Delaware corporation (“ Target ”), the Borrower intends to acquire (the “ Acquisition ”) Target, with Target merging with and into Merger Sub and surviving the merger as a wholly owned subsidiary of the Borrower.

(3) Section 2.19 of the Credit Agreement provides that the Borrower may at any time or from time to time request Other Revolving Credit Commitments to refinance, in whole or in part, the Revolving Credit Commitments (as defined in the Existing Credit Agreement) pursuant to a Refinancing Amendment.

(4) The Borrower hereby notifies the Administrative Agent that it desires to refinance the Revolving Credit Commitments (as defined in the Existing Credit Agreement) with Other Revolving Credit Commitments.

(5) Each Revolving Credit Lender listed on Schedule I hereto (an “ Additional Revolving Refinancing Lender ”) has agreed to provide Other Revolving Credit Commitments on the Revolving Effective Date (as defined below) in an amount not to exceed the amount set forth opposite such Additional Revolving Refinancing Lender’s name on Schedule II hereto.

(6) Pursuant to Section 2.19 and 10.01 of the Credit Agreement, the Borrower may establish Other Revolving Credit Loans by, among other things, entering into an amendment to the Credit Agreement pursuant to the terms and conditions thereof with the Administrative Agent and each Additional Revolving Refinancing Lender agreeing to provide Other Revolving Credit Commitments.

(7) This Amendment constitutes a Refinancing Amendment as set forth in Section 2.19 of the Credit Agreement.

(8) Upon the establishment of such Other Revolving Credit Commitments, the entire amount of the Revolving Credit Commitments existing immediately prior to the Revolving Effective Date shall be terminated.

(9) Section 2.14 of the Credit Agreement provides that the Borrower may at any time or from time to time after the Restatement Effective Date, by notice to the Administrative Agent, request Incremental Term Loans and/or Incremental Revolving Credit Loans upon the terms thereof.

(10) The Borrower hereby notifies the Administrative Agent that it is requesting (i) Incremental Term Loans as a new Class of term loans in an aggregate principal amount of $950,000,000 (the “ Dollar Term B-2 Loans ”; and the commitments with respect thereto, the “ Dollar Term B-2 Commitments ”) and (ii) immediately after the establishment of the Other Revolving Credit Commitments, a Revolving Commitment Increase of $395,000,000 in aggregate commitments over the Other Revolving Credit Commitments (the “ Incremental Revolving Credit Loans ”; and the commitments with respect thereto, the “ Incremental Revolving Credit Commitments ” and, together with the Other Revolving Credit commitments, the “ Revolving Credit Commitments ”). The Other Revolving Credit Commitments, as increased by the Incremental Revolving Credit Commitments, shall be deemed to be the “Revolving Credit Commitments” on and after the Revolving Effective Date. For the avoidance of doubt, it is understood that the difference between the aggregate amount of the (1) Revolving Credit Commitments on the Revolving Effective Date and (2) Revolving Credit Commitments under (and as defined in) the Existing Credit Agreement immediately prior to the Revolving Effective Date is $350,000,000.

(11) JPMorgan Chase Bank, N.A., as the Initial Dollar Term B-2 Lender, has agreed to provide the Dollar Term B-2 Loans on the Amendment No. 4 Effective Date (as defined below).

(12) Each Revolving Credit Lender that is listed on Schedule II hereto (the “ Revolving Commitment Increase Lender ”) has agreed to provide an Incremental Revolving Credit Commitment on the Revolving Effective Date in an amount not to exceed the amount set forth opposite such Revolving Commitment Increase Lender’s name on Schedule II hereto.

(13) Pursuant to Sections 2.14 and 10.01 of the Credit Agreement, the Borrower may establish Incremental Term Loans and/or Incremental Revolving Credit Loans by, among other things, entering into an amendment to the Credit Agreement pursuant to the terms and conditions thereof with the Administrative Agent and each existing Lender and/or additional Lender agreeing to provide such Incremental Term Loans and/or Incremental Revolving Credit Loans.

(14) This Amendment constitutes an Incremental Amendment as set forth in Section 2.14 of the Credit Agreement.

(15) JPMorgan Chase Bank, N.A., RBC Capital Markets ¹ , BofA Securities, Inc. and UBS Securities LLC are acting as joint lead arrangers and joint bookrunners for this Amendment (collectively,

¹	RBC Capital Markets is a marketing name for the capital markets activities of Royal Bank of Canada and its affiliates.

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the “ Amendment No. 4 Lead Arrangers ”). Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Barclays Bank PLC and Mizuho Bank, Ltd. Are acting as co-managers and documentation agents for this Amendment (collectively, the “ Amendment No. 4 Co-Managers ” and, together with the Amendment No. 4 Lead Arrangers, the “ Amendment No. 4 Arrangers ”).

(16) The proceeds of the Dollar Term B-2 Loans will be used by the Borrower on the Amendment No. 4 Effective Date, together with any proceeds from the Equity Contribution (as defined below) and cash on hand (and including an investment (if any) consisting of rollover options of existing management of the Target), (i) to pay the consideration for the Acquisition pursuant to the terms and conditions of the Acquisition Agreement, (ii) to pay fees, costs and expenses incurred in connection with the transactions contemplated hereby, (iii) for capital expenditures of the Target and (iv) to prepay a portion of the Dollar Term Loans.

(17) Section 2.03(j) of the Credit Agreement provides that a Revolving Credit Lender may become an additional L/C Issuer under the Credit Agreement pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender.

(18) Each of Royal Bank of Canada and Bank of America, N.A. hereby agrees to become an additional L/C Issuer on the Revolving Effective Date. The commitment of each L/C Issuer to issue Letters of Credit pursuant to Section 2.03 of the Credit Agreement is set forth on Schedule IV hereto.

(19) The Borrower and the Administrative Agent agree that Royal Bank of Canada and Bank of America, N.A. shall be L/C Issuers on the Revolving Effective Date.

(20) This Amendment shall constitute notice to all the Revolving Credit Lenders on the Revolving Effective Date of such additional L/C Issuers.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendments to Credit Agreement . Subject to and upon the satisfaction of the conditions set forth in (x) Section 2 hereof on the Amendment No. 4 Effective Date and (y) Section 3 hereof on the Revolving Effective Date, the Credit Agreement is hereby amended to delete the stricken (indicated textually in the same manner as the following example: ~~stricken text~~ ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto. On the Revolving Effective Date, Schedule 2.01(b) of the Credit Agreement shall also be amended and restated in its entirety in the form of Schedule III hereto.

SECTION 2. Conditions of Effectiveness of the Dollar Term B-2 Loans . The Dollar Term B-2 Commitment of the Initial Dollar Term B-2 Lender shall become effective on the date when, and only when, the following conditions shall have been satisfied or waived (such date, the “ Amendment No. 4 Effective Date ”):

(a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by (i) Holdings, (ii) the Borrower, (iii) each of the Guarantors, (iv) the Administrative Agent and (v) the Initial Dollar Term B-2 Lender.

(b) (i) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Sections 5.01, 5.02, 5.04, 5.13, 5.16 and

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5.18 of the Credit Agreement are true and correct in all material respects on and as of the Amendment No. 4 Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (ii) no Event of Default under Section 8.01(a) or 8.01(f) of the Credit Agreement exists, or would result from, the occurrence of the Amendment No. 4 Effective Date or from the application of the proceeds therefrom and (iii) the conditions set forth in Section 2.14 of the Credit Agreement shall have been satisfied.

(c) The Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment No. 4 Effective Date signed on behalf of the Borrower by a Responsible Officer of the Borrower, certifying on behalf of the Borrower as to the matters set forth in Section 2(b) above.

(d) The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party certifying as to the incumbency and genuineness of the signature of each officer of the Loan Parties executing this Amendment and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable (or certifying that such organizational documents have not been amended, modified or supplemented since the Amendment No. 3 Effective Date), (B) the bylaws or other governing document of such Loan Party as in effect on the Amendment No. 4 Effective Date (or certifying that such organizational documents have not been amended, modified or supplemented since the Amendment No. 3 Effective Date) and (C) resolutions duly adopted by the board of directors (or other governing body) of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment.

(e) The Borrower shall have paid (or shall have caused to pay) all costs, fees, expenses (including without limitation legal fees and expenses) and other compensation contemplated by this Amendment, the Amended and Restated Commitment Letter, dated as of April 29, 2019, by and among the Borrower, JPMorgan Chase Bank, N.A. and the other Amendment No. 4 Arrangers and/or their respective affiliates (the “ Commitment Letter ”), the Amended and Restated Fee Letter dated as of April 29, 2019, by and among the Borrower, JPMorgan Chase Bank, N.A. and the other Amendment No. 4 Arrangers and/or their respective affiliates (the “ Fee Letter ”) and as otherwise previously agreed in writing by the Borrower to the extent due and to the extent a reasonably detailed invoice has been delivered to the Borrower at least three Business Days prior to the Amendment No. 4 Effective Date.

(f) The Administrative Agent shall have received a favorable opinion of (i) Fried, Frank, Harris, Shriver & Jacobson LLP, New York counsel to Holdings, the Borrower and the other Loan Parties, (ii) Barnes & Thornburg LLP, special Indiana counsel to certain of the Guarantors and (iii) Arnold & Porter, special Illinois counsel to certain of the Guarantors, in each case addressed to the Administrative Agent and each Dollar Term B-2 Lender and Revolving Facility Lender, in form and substance reasonably satisfactory to the Administrative Agent.

(g) Each Dollar Term B-2 Lender shall have received, if requested at least two Business Days in advance of the Amendment No. 4 Effective Date, a Dollar Term B-2 Note in connection with the Dollar Term B-2 Loans, payable to the order of such Dollar Term B-2 Lender duly executed by the Borrower in substantially the form of Exhibit C-1 to the Credit Agreement.

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(h) The Borrower shall have paid (or substantially concurrently with the satisfaction of the other conditions set forth herein, on the Amendment No. 4 Effective Date, shall be paying) to the Administrative Agent for the account of each Dollar Term B-2 Lender, upfront fees equal to 99.75% of the principal amount of such Dollar Term B-2 Lender’s Dollar Term B-2 Commitment.

(i) The Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties, on a consolidated basis, on the Amendment No. 4 Effective Date after giving effect to the transactions contemplated by this Amendment, from an authorized senior financial officer of the Borrower, substantially in the form attached as Annex I to this Amendment.

(j) The Administrative Agent shall have received a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from the Secretary of State or similar Governmental Authority in the jurisdiction of formation or organization of each such Loan Party.

(k) The Administrative Agent shall have received a Committed Loan Notice relating to the Dollar Term B-2 Loans pursuant to the terms of the Credit Agreement.

(l) The Administrative Agent shall have received copies of recent Uniform Commercial Code tax and judgment lien searches in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties.

(m) The Administrative Agent shall have received (a) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (each a “ Flood Notice ”) and (b) with respect to any Mortgaged Property which is designated as a “flood hazard area” in any Flood Insurance Rate Map established by the Federal Emergency Management Agency (or any successor agency), a duly executed and acknowledged Flood Notice by the appropriate Loan Parties.

(n) The Borrower shall have received, or substantially concurrently with the borrowing of the Dollar Term B-2 Loans, shall receive, from (or the Target shall be paid directly or indirectly by) Parent an amount equal to at least $650 million from proceeds from a private issuance of convertible preferred stock of Parent (the “ Equity Contribution ”) on the terms set forth in the Equity Commitment and Investment Agreement, dated as of April 14, 2019, among the financing sources party thereto and Parent (together with all exhibits, schedules, annexes and term sheets relating thereto, the “ Equity Commitment Letter ”), without giving effect to any modifications, amendments or express waivers or consents to the Equity Commitment Letter that are materially adverse to the Lenders without the consent of the Amendment No. 4 Arrangers (such consent not to be unreasonably withheld, conditioned or delayed).

(o) The Acquisition shall have been or, substantially concurrently with the borrowing of the Dollar Term B-2 Loans, shall be consummated in accordance with the terms of the Acquisition Agreement, without giving effect to any modifications, amendments or express waivers or consents thereto that are materially adverse to the Lenders without the consent of the Amendment No. 4 Arrangers (such consent not to be unreasonably withheld, conditioned or delayed).

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(p) The Company Representations (as defined below) shall be true and correct in all material respects (or, in the case of any such representations already qualified by materiality, true and correct in all respects). “ Company Representations ” means the representations and warranties made by the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations, or decline to consummate the Acquisition, under the Acquisition Agreement as a result of a breach of such representations and warranties.

(q) From April 14, 2019 through the Amendment No. 4 Effective Date, there shall not have occurred a Company Material Adverse Effect (as defined in the Acquisition Agreement).

(r) The Amendment No. 4 Arrangers shall have received (a) Parent’s audited consolidated balance sheets as of June 30, 2018 and 2017 and consolidated statements of operations, comprehensive income/(loss), changes in shareholders’ equity/(deficit) and cash flows for the fiscal years ended June 30, 2018, 2017 and 2016 and (b) Parent’s unaudited consolidated balance sheets and consolidated statements of operations, comprehensive income/(loss), changes in shareholders’ equity/(deficit) and cash flows for (i) the six months ended December 31, 2018 and (ii) and the three months ended March 31, 2019.

(s) The Amendment No. 4 Arrangers shall have received (a) the audited balance sheet of the Target at December 31, 2018 and December 31, 2017, and the related audited statements of operations and cash flows for each of the fiscal years then ended and (b) Target’s unaudited monthly balance sheets as of January 31, 2019 and February 28, 2019, and related monthly statements of operations and cash flows for each month then ended.

(t) The Amendment No. 4 Arrangers shall have received (i) at least three Business Days prior to the Amendment No. 4 Effective Date, all documentation and information as is reasonably requested in writing by the Amendment No. 4 Arrangers at least ten Business Days prior to the Amendment No. 4 Effective Date about the Borrower that the Amendment No. 4 Arrangers reasonably determine to be required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) at least five Business Days prior to the Amendment No. 4 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification in relation to the Borrower, as is reasonably requested in writing by the Administrative Agent at least ten Business Days prior to the Amendment No. 4 Effective Date. “ Beneficial Ownership Certification ” means a certification regarding individual beneficial ownership solely to the extent required by 31 CFR §1010.230.

(u) All outstanding indebtedness of the Target under the Repaid Debt (as defined in the Acquisition Agreement) will be repaid in full and all commitments, guarantees and security interests in respect of such Repaid Debt outstanding prior to the transactions contemplated by this Amendment and the Commitment Letter will be terminated, in each case to the extent set forth in the Acquisition Agreement.

(v) The Borrower shall have prepaid (or substantially concurrently with the satisfaction of the other conditions set forth herein, on the Amendment No. 4 Effective Date, shall be prepaying) $300 million of Dollar Term Loans.

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SECTION 3. Conditions of Effectiveness of the Revolving Credit Commitments . The establishment of the Revolving Credit Commitments shall become effective on the date when, and only when, the following conditions shall have been satisfied or waived (such date, the “ Revolving Effective Date ”):

(a) The occurrence of the Amendment No. 4 Effective Date.

(b) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by (i) Holdings, (ii) the Borrower, (iii) each of the Guarantors, (iv) the Administrative Agent, (v) each Additional Revolving Refinancing Lender and (vi) each Revolving Commitment Increase Lender.

(c) (i) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the Revolving Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, and (ii) no Default exists, or would result from, the occurrence of the Revolving Effective Date or from the application of the proceeds therefrom.

(d) The Administrative Agent shall have received a certificate of the Borrower dated as of the Revolving Effective Date signed on behalf of the Borrower by a Responsible Officer of the Borrower, certifying on behalf of the Borrower as to the matters set forth in Section 3(c) above.

(e) The Administrative Agent shall have received payment from the Borrower, (i) for the account of each Additional Revolving Refinancing Lender, a fee in an amount equal to 0.10% of the aggregate existing Revolving Credit Commitment held by such Additional Revolving Refinancing Lender immediately prior to the Revolving Effective Date, and (ii) for the account of each Revolving Commitment Increasing Lender, a fee in an amount equal to 0.25% of the aggregate Incremental Revolving Credit Commitments on the Revolving Effective Date. The fees contemplated by this Section 2(e) shall be payable on the Revolving Effective Date and, once paid, such fee or any part thereof shall not be refundable.

(f) Each Revolving Credit Lender shall have received, if requested at least two Business Days in advance of the Revolving Effective Date, a Revolving Credit Note in connection with the Revolving Credit Loans, payable to the order of such Revolving Credit Lender duly executed by the Borrower in substantially the form of Exhibit D to the Credit Agreement.

SECTION 4. Representations and Warranties . The Borrower represents and warrants to the Agents and the Lenders that:

(a) Each Loan Party and each of its Subsidiaries (i) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and (ii) has all requisite power and authority to execute and deliver this Amendment and perform its obligations under this Amendment and the Loan Documents to which it is a party.

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(b) The execution and delivery of this Amendment by each Loan Party that is a party hereto and the performance under this Amendment and the Loan Documents to which each Loan Party is a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the Credit Agreement), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii)(x), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

(c) No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, except for (i) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

(d) This Amendment has been duly executed and delivered by each Loan Party that is party hereto. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party that is party hereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

SECTION 5. Reference to and Effect on the Credit Agreement and the Other Loan Documents .

(a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b) The Credit Agreement, as specifically amended by this Amendment, and each of the Loan Documents is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Amendment.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents nor constitute a novation of the Credit Agreement or any of the Loan Documents nor serve to effect a novation of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which instruments shall remain in full effect. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.

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(d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents, subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations pursuant to the Guaranty. This Amendment shall not constitute a novation of the Credit Agreement or any other Loan Document.

SECTION 6. Costs and Expenses . The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Amendment No. 4 Arrangers in connection with the preparation, execution, delivery and administration of this Amendment and the other instruments and documents to be delivered hereunder or in connection herewith (including, without limitation, the reasonable fees and expenses of (x) counsel for the Administrative Agent (Shearman & Sterling LLP) and (y) counsel for the Amendment No. 4 Arrangers (Cahill Gordon & Reindel LLP) in accordance with the terms of Section 10.04 of the Credit Agreement.

SECTION 7. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic delivery (e.g., “pdf”) shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8. GOVERNING LAW .

(a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN).

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, THE BORROWER, HOLDINGS, EACH AGENT PARTY HERETO, EACH AMENDMENT NO. 4 ARRANGER AND EACH LENDER PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. THE BORROWER, HOLDINGS, EACH AGENT PARTY HERETO, EACH AMENDMENT NO. 4 ARRANGER AND EACH LENDER PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR OTHER DOCUMENT RELATED HERETO.

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SECTION 9. WAIVER OF RIGHT TO TRIAL BY JURY . EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

SECTION 10. Post-Closing Covenants . Within the time periods specified on Schedule V hereto (unless waived or extended by the Administrative Agent in its reasonable discretion), the Administrative Agent or Collateral Agent, as applicable, shall have received such items as listed on Schedule V hereto.

SECTION 11. Reallocation of L/C Exposure . Upon the effectiveness of the Revolving Credit Commitments on the Revolving Effective Date, each existing Revolving Credit Lender immediately prior thereto will automatically and without further act be deemed to have assigned to the Revolving Commitment Increase Lenders, and the Revolving Commitment Increase Lenders will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Credit Lender’s participations under the Credit Agreement in outstanding Letters of Credit such that, after giving effect to the Revolving Credit Commitments on the Revolving Effective Date and each such deemed assignment and assumption of participations, each such existing Revolving Credit Lender and the Revolving Commitment Increase Lenders hold a percentage of the aggregate outstanding participations in Letters of Credit in accordance with its Pro Rata Share.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Amended and Restated Credit Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


CATALENT PHARMA SOLUTIONS, INC.

By:		/s/ Wetteny Joseph
		Name: Wetteny Joseph
		Title: Senior Vice President and Chief Financial Officer

CATALENT US HOLDING I, LLC

By:		/s/ Wetteny Joseph
		Name: Wetteny Joseph
		Title: Senior Vice President and Chief Financial Officer