EX-10.2



 Exhibit 10.2 
  

 
 REGISTRATION RIGHTS AGREEMENT

 by and among 

CATALENT, INC. 
 and

 the other parties hereto 

Dated as of August 5, 2014 
  

 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
		
	 ARTICLE I DEFINITIONS
	  	 	1	  
			
	 SECTION 1.1
	  	 Certain Definitions
	  	 	1	  
			
	 SECTION 1.2
	  	 Other Definitional Provisions; Interpretation
	  	 	5	  
		
	 ARTICLE II REGISTRATION RIGHTS
	  	 	5	  
			
	 SECTION 2.1
	  	 Right to Demand a Non-Shelf Registered Offering
	  	 	5	  
			
	 SECTION 2.2
	  	 Right to Piggyback on a Non-Shelf Registered Offering
	  	 	5	  
			
	 SECTION 2.3
	  	 Right to Demand and be Included in a Shelf Registration
	  	 	5	  
			
	 SECTION 2.4
	  	 Demand and Piggyback Rights for Shelf Takedowns
	  	 	6	  
			
	 SECTION 2.5
	  	 Right to Reload a Shelf
	  	 	6	  
			
	 SECTION 2.6
	  	 Limitations on Demand and Piggyback Rights
	  	 	6	  
			
	 SECTION 2.7
	  	 Notifications Regarding Registration Statements
	  	 	7	  
			
	 SECTION 2.8
	  	 Notifications Regarding Registration Piggyback Rights
	  	 	7	  
			
	 SECTION 2.9
	  	 Notifications Regarding Demanded Underwritten Takedowns
	  	 	7	  
			
	 SECTION 2.10
	  	 Plan of Distribution, Underwriters and Counsel
	  	 	8	  
			
	 SECTION 2.11
	  	 Cutbacks
	  	 	8	  
			
	 SECTION 2.12
	  	 Lockups
	  	 	8	  
			
	 SECTION 2.13
	  	 Expenses
	  	 	9	  
			
	 SECTION 2.14
	  	 Facilitating Registrations and Offerings
	  	 	9	  
		
	 ARTICLE III INDEMNIFICATION
	  	 	13	  
			
	 SECTION 3.1
	  	 Indemnification by the Company
	  	 	13	  
			
	 SECTION 3.2
	  	 Indemnification by the Holders and Underwriters
	  	 	13	  
			
	 SECTION 3.3
	  	 Notices of Claims, Etc.
	  	 	14	  
			
	 SECTION 3.4
	  	 Contribution
	  	 	14	  
			
	 SECTION 3.5
	  	 Non-Exclusivity
	  	 	15	  


  
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	 ARTICLE IV OTHER
	  	 	15	  
			
	 SECTION 4.1
	  	 Notices
	  	 	15	  
			
	 SECTION 4.2
	  	 Assignment
	  	 	17	  
			
	 SECTION 4.3
	  	 Transfer Restrictions
	  	 	17	  
			
	 SECTION 4.4
	  	 Amendments; Waiver
	  	 	20	  
			
	 SECTION 4.5
	  	 Third Parties
	  	 	20	  
			
	 SECTION 4.6
	  	 Governing Law
	  	 	20	  
			
	 SECTION 4.7
	  	 CONSENT TO JURISDICTION
	  	 	20	  
			
	 SECTION 4.8
	  	 MUTUAL WAIVER OF JURY TRIAL
	  	 	21	  
			
	 SECTION 4.9
	  	 Specific Performance
	  	 	21	  
			
	 SECTION 4.10
	  	 Entire Agreement
	  	 	21	  
			
	 SECTION 4.11
	  	 Severability
	  	 	21	  
			
	 SECTION 4.12
	  	 Counterparts
	  	 	21	  
			
	 SECTION 4.13
	  	 Effectiveness
	  	 	21	  


  
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 REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of August 5, 2014 and is by and among Catalent, Inc.
(the “Company”), Blackstone (as defined below), Genstar Phoenix Holdings, LLC, Aisling Capital II, L.P. and the Management Stockholders (as defined below). 

BACKGROUND 
 WHEREAS, the Company
is currently contemplating an underwritten initial public offering (“IPO”) of shares of its Common Stock (as defined below); and 

WHEREAS, the Company desires to grant registration rights to Blackstone, Genstar, Aisling and the Management Stockholders on the terms and
conditions set out in this Agreement. 
 NOW, THEREFORE, the parties agree as follows: 

ARTICLE I 
 DEFINITIONS 

SECTION 1.1 Certain Definitions. As used in this Agreement: 

“Affiliate” has the meaning ascribed thereto in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date
hereof. 
 “Agreement” has the meaning set forth in the preamble. 

“Aisling” means Aisling Capital II, L.P. or any assignee of Aisling’s rights and obligations under this Agreement
pursuant to Section 4.2 or any Affiliate of Aisling to which Aisling Transfers any Registrable Securities pursuant to Section 4.3. 

“Allocable Shares” has the meaning set forth in Section 4.3(b)(ii). 

“Blackstone” means the entities listed on the signature pages hereto under the heading “Blackstone.” 

“Blackstone Entities” means the entities comprising Blackstone, their respective Affiliates and the successors and permitted
assigns of the entities and their respective Affiliates. 
 “Board” means the board of directors of the Company. 

“Business Day” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial
banks in New York City are authorized or required by law to close. 
 “Change of Control” means (i) the sale or
disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” 







 
(as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) or (ii) any person or group, other than Blackstone or its affiliates, is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Company, including by way of merger, consolidation or otherwise. 

“Closing Date” means the date of completion of the IPO. 

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

“Common Stock” means the shares of common stock, par value $0.01 per share, of the Company, and any other capital stock of
the Company into which such common stock is reclassified or reconstituted. 
 “Control” (including its correlative
meanings, “Controlled by” and “under common Control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities
or partnership or other ownership interests, by contract or otherwise) of a Person. 
 “Demand Party” has the meaning set
forth in Section 2.2(a). 
 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder, as the same may be amended from time to time. 
 “FINRA” means the Financial
Industry Regulatory Authority, Inc. 
 “Genstar” means Genstar Phoenix Holdings, LLC or any assignee of Genstar’s
rights and obligations under this Agreement pursuant to Section 4.2 or any Affiliate of Genstar to which Genstar Transfers any Registrable Securities pursuant to Section 4.3. 

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity
exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 

“Holder” means each member of Blackstone, Genstar, Aisling and each Management Stockholder that is a holder of Registrable
Securities or securities exercisable, exchangeable or convertible into Registrable Securities or any Transferee of such Person to whom registration rights are assigned pursuant to Section 4.2. 

“Indemnified Party” and Indemnified Parties” have the meanings set forth in Section 3.1. 

“IPO” has the meaning set forth in the recitals. 

“Law” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive,
requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority. 

  
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 “Lockup Period” has the meaning set forth in Section 2.4(d)(i). 

“Management Stockholder” means those stockholders of the Company who are identified as Management Stockholders on Schedule A
hereto, and shall include their respective Transferees who have become stockholders of the Company. 
 “Offered Securities”
has the meaning set forth in Section 4.3(b)(i). 
 “Other Holder” has the meaning set forth in Section 4.3(b)(i).

 “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock
company, a trust, a joint venture, a cooperative, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or
political subdivision thereof. 
 “Registrable Securities” means all shares of Common Stock and any Securities into which
the Common Stock may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of the Company held by a Holder (whether now held or hereafter
acquired, and including any such Securities received by a Holder upon the conversion or exchange of, or pursuant to such a transaction with respect to, other Securities held by such Holder). As to any Registrable Securities, such Securities will
cease to be Registrable Securities when: 
  

	 	(a)	a registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have been disposed of pursuant to such effective registration statement; 


 

	 	(b)	such Registrable Securities shall have been sold pursuant to Rule 144 or 145 (or any similar provision then in effect) under the Securities Act; 


 

	 	(c)	other than with respect to Registrable Securities held by Genstar or Aisling, such Registrable Securities may be freely sold pursuant to Section 4(a)(1), Rule 144 or 145 (or any similar provision then in effect)
under the Securities Act, without reporting obligations or restriction; or 

  

	 	(d)	such Registrable Securities cease to be outstanding. 

 “Registration Expenses”
means any and all expenses incurred in connection with the performance of or compliance with this Agreement, including: 
  

	 	(a)	all SEC, stock exchange, or FINRA registration and filing fees (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 5121 of FINRA, and of
its counsel); 


  
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	 	(b)	all fees and expenses of complying with securities or blue sky Laws (including fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities);


  

	 	(c)	all printing, messenger and delivery expenses; 

  

	 	(d)	all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or FINRA and all rating agency fees; 


 

	 	(e)	the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such
performance and compliance; 

  

	 	(f)	any fees and disbursements of underwriters customarily paid by the issuers or sellers of Securities, including liability insurance if the Company so desires or if the underwriters so require, and the reasonable fees and
expenses of any special experts retained in connection with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any; 


 

	 	(g)	any fees and disbursements of counsel (including the fees and disbursements of outside counsel for Holders) incurred in connection with any registration statement or registered offering covering Registrable Securities
held by the Holders; 

  

	 	(h)	the costs and expenses of the Company relating to analyst and investor presentations or any “road show” undertaken in connection with the registration and/or marketing of the Registrable Securities (including
the reasonable out-of-pocket expenses of the Holders); and 

  

	 	(i)	any other fees and disbursements customarily paid by the issuers of securities. 

 “Sale
Notice” has the meaning set forth in Section 4.3(b)(i). 
 “SEC” means the U.S. Securities and Exchange
Commission or any successor agency. 
 “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder, as the same may be amended from time to time. 
 “Tag-Along Notice” has the meaning
set forth in Section 4.3(b)(i). 
 “Transfer” (including its correlative meanings, “Transferor”,
“Transferee” and “Transferred”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any


  
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option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other
rights in or to such security. When used as a noun, “Transfer” shall have such correlative meaning as the context may require. 

“WKSI” means a well-known seasoned issuer, as defined in the SEC’s Rule 405. 

SECTION 1.2 Other Definitional Provisions; Interpretation. 

(a) The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement refer
to this Agreement as a whole and not to any particular provision of this Agreement, and references in this Agreement to a designated “Article” or “Section” refer to an Article or Section of this Agreement unless otherwise
specified. 
 (b) The headings in this Agreement are included for convenience of reference only and do not limit or otherwise affect the
meaning or interpretation of this Agreement. 
 (c) The meanings given to terms defined herein are equally applicable to both the singular
and plural forms of such terms. 
 ARTICLE II 

REGISTRATION RIGHTS 

SECTION 2.1 Right to Demand a Non-Shelf Registered Offering. Upon the demand of Blackstone made at any time and from time to time, the
Company will facilitate in the manner described in this Agreement a non-shelf registered offering of the Registrable Securities requested by Blackstone to be included in such offering. Any demanded non-shelf registered offering may, at the
Company’s option, include shares to be sold by the Company for its own account and will also include shares to be sold by Holders that exercise their related piggyback rights on a timely basis. 

SECTION 2.2 Right to Piggyback on a Non-Shelf Registered Offering. In connection with any registered offering of Common Stock covered
by a non-shelf registration statement (whether pursuant to the exercise of demand rights or at the initiative of the Company), any non-demanding Holders may exercise piggyback rights to have included in such offering shares held by them. The Company
will facilitate in the manner described in this Agreement any such non-shelf registered offering. For the avoidance of doubt, if Blackstone exercises the demand set forth in Section 2.1, each Holder (including Blackstone) shall have the right
to sell shares in the offering on a “pro rata” basis with “pro rata” being determined by dividing the number of Registrable Securities held by a Holder (including Blackstone) by the number of Registrable Securities held by all
Holders. 
 SECTION 2.3 Right to Demand and be Included in a Shelf Registration. Upon the demand of Blackstone, made at any time and
from time to time when the Company is eligible to utilize Form S-3 or a successor form to sell shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 of the Securities Act, the Company will facilitate in the
manner described in this Agreement a shelf registration of shares held by the Holders. Any shelf registration filed by the Company covering shares (whether pursuant to Blackstone’s 

  
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demand or the initiative of the Company) will cover Registrable Securities held by each of the Holders up to the highest common percentage of their original respective holdings, which highest
common percentage will be agreed upon by the demanding Holder. If at the time of such request the Company is a WKSI, such shelf registration would, at the request of such majority Holders, cover an unspecified number of shares to be sold by the
Company and the Holders. 
 SECTION 2.4 Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more of Blackstone
or, if Genstar and Aisling are no longer subject to the transfer restrictions set forth in Section 4.3, Genstar or Aisling made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a
“takedown” of shares off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Holders may
exercise piggyback rights to have included in such takedown shares held by them that are registered on such shelf. Notwithstanding the foregoing, Holders may not demand a shelf takedown for an offering that will result in the imposition of a lockup
on the Company and the Holders unless the Registrable Securities requested to be sold by the demanding Holders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of
at least $50 million. 
 SECTION 2.5 Right to Reload a Shelf. Upon the written request of a Holder, the Company will file and seek
the effectiveness of a post-effective amendment to an existing shelf in order to register up to the number of Registrable Securities previously taken down off of such shelf by such Holder and not yet “reloaded” onto such shelf. The Holders
and the Company will consult and coordinate with each other in order to accomplish such replenishments from time to time in a sensible manner. 

SECTION 2.6 Limitations on Demand and Piggyback Rights. 

(a) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any
applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as
the related offering is still being pursued. After an underwritten offering demanded by a Holder, such Holder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior
demanded offering unless another Holder joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Holders will not have piggyback or other registration rights with respect to registered primary offerings by the Company
(i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares are not being sold for cash or (iii) where the offering is a bona fide offering of
securities other than shares, even if such securities are convertible into or exchangeable or exercisable for shares. 
 (b) The Company may
postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines that
such registration or offering could materially interfere with a bona fide business or financing 

  
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transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company. The
blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of non-public
information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed. 

SECTION 2.7 Notifications Regarding Registration Statements. Prior to exercising demand rights for a registration statement, the
Holders will consult with each other in this regard. In order for one or more Holders to exercise their right to demand that a registration statement be filed, they must so notify the Company in writing indicating the number of Registrable
Securities sought to be registered and the proposed plan of distribution. The Company will keep the Holders contemporaneously apprised of any registration of Common Stock, whether pursuant to a Holder demand or otherwise, with respect to which a
piggyback opportunity is available. Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain the confidentiality of these discussions. 

SECTION 2.8 Notifications Regarding Registration Piggyback Rights. Any Holder wishing to exercise its piggyback rights with respect to
a non-shelf registration statement must notify the Company and the other Holders of the number of shares it seeks to have included in such registration statement. Such notice must be given as soon as practicable, but in no event later than 5:00 pm,
New York City time, on the second trading day prior to (i) if applicable, the date on which the preliminary prospectus intended to be used in connection with pre-effective marketing efforts for the relevant offering is expected to be finalized,
and (ii) in any case, the date on which the pricing of the relevant offering is expected to occur. No such notice is required in connection with a shelf registration statement, as Registrable Securities held by all Holders will be included
subject to the limitations described in Section 2.3. 
 SECTION 2.9 Notifications Regarding Demanded Underwritten Takedowns.

 (a) Prior to exercising their demand rights for an underwritten takedown of shares off of a shelf registration statement, the Holders
will consult with each other in this regard. The Company will keep the Holders contemporaneously apprised of all pertinent aspects of any underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related
piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Holders be notified by the Company of an anticipated underwritten takedown (whether pursuant
to a demand made by other Holders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the second trading day prior to the date on which the preliminary prospectus or prospectus
supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the second trading day prior to the date on which the pricing of the relevant takedown occurs. 

(b) Any Holder wishing to exercise its piggyback rights with respect to an underwritten shelf takedown must notify the Company and the other
Holders of the number of shares it seeks to have included in such takedown. Such notice must be given as soon as 

  
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practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the trading day prior to the date on which the preliminary prospectus or prospectus supplement
intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the trading day prior to the date on which the pricing of the relevant takedown occurs. 

(c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality
of their discussions regarding a prospective underwritten takedown. 
 SECTION 2.10 Plan of Distribution, Underwriters and Counsel.
If a majority of the shares proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown is being sold by the Company for its own account, the Company will be entitled to determine the plan
of distribution and select the managing underwriters for such offering. Otherwise, Holders holding a majority of the Registrable Securities requested to be included in such offering will be entitled to determine the plan of distribution and select
the managing underwriters, and such majority will also be entitled to select counsel for the selling Holders (which may be the same as counsel for the Company). In the case of a shelf registration statement, the plan of distribution will provide as
much flexibility as is reasonably possible, including with respect or resales by transferee Holders. 
 SECTION 2.11 Cutbacks. If the
managing underwriters advise the Company and the selling Holders that, in their opinion, the number of shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the
distribution of the shares being offered, such offering will include only the number of shares that the underwriters advise can be sold in such offering. If the Company is selling shares for its own account in such offering, the Company will have
first priority. To the extent of any remaining capacity, and in all other cases where the Company is not selling shares in the relevant offering, the selling Holders will be subject to cutback pro rata based on the number of Registrable Securities
initially requested by them to be included in such offering, without distinguishing between Holders based on who made the demand for such offering or who is exercising piggyback rights. 

SECTION 2.12 Lockups. 

(a) Other than as described in clause (b) below, in connection with any underwritten offering of shares, the Company and each Holder will
agree (in the case of Holders, with respect to Registrable Securities respectively held by them) to be bound by the underwriting agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (x) by the
Company, if a majority of the shares being sold in such offering are being sold for its account, and (y) by Holders holding a majority of Registrable Securities being sold by all Holders, if a majority of the shares being sold in such offering
are being sold by Holders. Other than as described in clause (b) below, pending the signing of the applicable underwriting agreement, from the point at which a Holder receives written notice that the Company intends to pursue an underwritten
registered public offering of shares with respect to which a piggyback opportunity will apply pursuant to this Agreement and until the applicable underwriting agreement is entered into or such offering is abandoned, each Holder agrees to be bound by
the same restrictions on transfer as were applicable under the underwriting agreement applicable to the Company’s IPO. 
 (b) If, at
any time, Genstar and Aisling are no longer subject to the transfer restrictions set forth in Section 4.3, each of Genstar and Aisling shall have the right to elect to relinquish all rights under this Article II. If Genstar or Ailsing makes
such election, it will no longer be subject to this Section 2.12. 

  
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 SECTION 2.13 Expenses. All Registration Expenses incurred in connection with any
registration statement or registered offering covering Registrable Securities held by Holders will be borne by the Company. However, underwriters’, brokers’ and dealers’ discounts and commissions applicable to shares sold for the
account of a Holder will be borne by such Holder. 
 SECTION 2.14 Facilitating Registrations and Offerings. 

(a) If the Company becomes obligated under this Agreement to facilitate a registration and offering of Registrable Securities on behalf of
Holders, the Company will do so with the same degree of care and dispatch as would reasonably be expected in the case of a registration and offering by the Company of shares for its own account. Without limiting this general obligation, the Company
will fulfill its specific obligations as described in this Section 2.14. 
 (b) In connection with each registration statement that is
demanded by Holders or as to which piggyback rights otherwise apply, the Company will: 
 (i) prepare and file with the SEC a
registration statement covering the applicable shares, file amendments thereto as warranted, seek the effectiveness thereof, and file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with the Holders and
as reasonably necessary in order to permit the offer and sale of the such shares in accordance with the applicable plan of distribution; 

(ii) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a
registration statement, amendment or supplement to a prospectus or any free writing prospectus, provide copies of such documents to the selling Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their
respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Holders or the underwriter or the underwriters may request; and make such of the representatives of the
Company as shall be reasonably requested by the selling Holders or any underwriter available for discussion of such documents; 

(iii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration
statement or a prospectus, provide copies of such document to counsel for the Holders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Holders or such underwriter
shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; 

  
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 (iv) use all reasonable efforts to cause each registration statement and the
related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered shares (x) to comply in all material respects with the
requirements of the Securities Act and the rules and regulations of the SEC and (y) not to contain any 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 not misleading; 
 (v) notify each Holder promptly, and, if requested by such Holder, confirm such advice in writing,
(A) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing
pursuant to Rule 462 of the Securities Act, (B) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation
of any proceedings for that purpose, (C) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and
warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the shares for sale in any jurisdiction or
the initiation of any proceeding for such purpose, and (D) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related Prospectus contains any untrue
statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; 

(vi) furnish counsel for each underwriter, if any, and for the Holders copies of any correspondence with the SEC or any state
securities authority relating to the registration statement or prospectus; 
 (vii) otherwise use all reasonable efforts to
comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule
158 thereunder (or any similar provision then in force); and 
 (viii) use all reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of a registration statement at the earliest possible time. 
 (c) In connection with any non-shelf
registered offering or shelf takedown that is demanded by Holders or as to which piggyback rights otherwise apply, the Company will: 

(i) cooperate with the selling Holders and the sole underwriter or managing underwriter of an underwritten offering, if any, to
facilitate the timely 

  
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preparation and delivery of certificates representing the shares to be sold and not bearing any restrictive legends; and enable such shares to be in such denominations (consistent with the
provisions of the governing documents thereof) and registered in such names as the selling Holders or the sole underwriter or managing underwriter of an underwritten offering of shares, if any, may reasonably request at least five days prior to any
sale of such shares; 
 (ii) furnish to each Holder and to each underwriter, if any, participating in the relevant offering,
without charge, as many copies of the applicable prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate the
public sale or other disposition of the shares; the Company hereby consents to the use of the prospectus, including each preliminary prospectus, by each such Holder and underwriter in connection with the offering and sale of the shares covered by
the prospectus or the preliminary prospectus; 
 (iii) use all reasonable efforts to register or qualify the shares being
offered and sold, no later than the time the applicable registration statement becomes effective, under all applicable state securities or “blue sky” laws of such jurisdictions as each underwriter, if any, or any Holder holding Registrable
Securities covered by a registration statement, shall reasonably request; use all reasonable efforts to keep each such registration or qualification effective during the period such registration statement is required to be kept effective; and do any
and all other acts and things which may be reasonably necessary or advisable to enable each such underwriter, if any, and each such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder;
provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to consent to be subject to general service of process (other than
service of process in connection with such registration or qualification or any sale of shares in connection therewith) in any such jurisdiction; 

(vi) cause all shares being sold to be qualified for inclusion in or listed on the New York Stock Exchange or any securities
exchange on which shares issued by the Company are then so qualified or listed if so requested by the Holders, or if so requested by the underwriter or underwriters of an underwritten offering of shares, if any; 

(v) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence
investigation by any underwriter in an underwritten offering; 
 (vi) use all reasonable efforts to facilitate the
distribution and sale of any shares to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be
requested by the Holders or the lead managing underwriter of an underwritten offering; and 

  
 -11- 








 (vii) enter into customary agreements (including, in the case of an underwritten
offering, underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained herein) and
take all other customary and appropriate actions in order to expedite or facilitate the disposition of such shares and in connection therewith: 

(A) make such representations and warranties to the selling Holders and the underwriters, if any, in form, substance and scope
as are customarily made by issuers to underwriters in similar underwritten offerings; 
 (B) obtain opinions of counsel to
the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the lead managing underwriter, if any) addressed to each selling Holder and the underwriters, if any, covering the matters
customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters; 

(C) obtain “cold comfort” letters and updates thereof from the Company’s independent certified public
accountants addressed to the selling Holders, if permissible, and the underwriters, if any, which letters shall be customary in form and shall cover matters of the type customarily covered in “cold comfort” letters to underwriters in
connection with primary underwritten offerings; and 
 (D) to the extent requested and customary for the relevant
transaction, enter into a securities sales agreement with the Holders providing for, among other things, the appointment of such representative as agent for the selling Holders for the purpose of soliciting purchases of shares, which agreement shall
be customary in form, substance and scope and shall contain customary representations, warranties and covenants. 
 The above shall be done at such times as
customarily occur in similar registered offerings or shelf takedowns. 
 (d) In connection with each registration and offering of shares to
be sold by Holders, the Company will, in accordance with customary practice, make available for inspection by representatives of the Holders and underwriters and any counsel or accountant retained by such Holder or underwriters all relevant
financial and other records, pertinent corporate documents and properties of the Company and cause appropriate officers, managers and employees of the Company to supply all information reasonably requested by any such representative, underwriter,
counsel or accountant in connection with their due diligence exercise. 
 (e) Each Securityholder that holds shares covered by any
registration statement will furnish to the Company such information regarding itself as is required to be included in the registration statement, the ownership of shares by such Securityholder and the proposed distribution by such Securityholder of
such shares as the Company may from time to time reasonably request in writing. 

  
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 ARTICLE III 

INDEMNIFICATION 
 SECTION
3.1 Indemnification by the Company. In the event of any registration of any Registrable Securities of the Company under the Securities Act pursuant to Article II, the Company hereby indemnifies and agrees to hold harmless, to the fullest
extent permitted by Law, each Holder who sells Registrable Securities covered by such registration statement, each Affiliate of such Holder and their respective directors and officers or general and limited partners (and the directors, officers,
employees, Affiliates and controlling Persons of any of the foregoing), each other Person who participates as an underwriter in the offering or sale of such Registrable Securities and each other Person, if any, who controls such Holder or any such
underwriter within the meaning of the Securities Act (each, and “Indemnified Party” and collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, and
reasonable and documented expenses to which such Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or
not such Indemnified Party is a party thereto) arise out of or are based upon: (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were
registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports
and other documents filed under the Exchange Act and any document incorporated by reference therein) or related document or report; (b) 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, in the case of a prospectus, in the light of the circumstances when they were made; or (c) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, state,
foreign or common law rule or regulation applicable to the Company or any of its Subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or related document or report, and the Company will
reimburse such Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Company will not be liable to
any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, in any such preliminary, final or summary prospectus, or any amendment or supplement thereto in reliance upon and in conformity with written information with respect to such Indemnified Party
furnished to the Company by such Indemnified Party expressly for use in the preparation thereof. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Indemnified Party and
will survive the Transfer of such Registrable Securities by such Holder or any termination of this Agreement. 
 SECTION 3.2
Indemnification by the Holders and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Article II, that the Company shall have received an
undertaking reasonably satisfactory to it from the Holder of such Registrable Securities or any prospective 

  
 -13- 








 
underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) the Company, all other Holders or any prospective underwriter, as the case
may be, and any of their respective Affiliates, directors, officers and controlling Persons, with respect to any untrue statement in or omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any
amendment or supplement, if such untrue statement or omission was made in reliance upon and in conformity with written information with respect to such Holder or underwriter furnished to the Company by such Holder or underwriter expressly for use in
the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity will remain in full force and effect regardless of
any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliates, directors, officers or controlling Persons and will survive the Transfer of such Registrable Securities by such Holder. In no event
shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation. 
 SECTION 3.3 Notices of Claims, Etc.. Promptly after receipt by an Indemnified Party hereunder of
written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article III, such Indemnified Party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of such action; provided that the failure of the Indemnified Party to give notice as provided herein will not relieve the indemnifying party of its obligations under
Section 3.1 or 3.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable
judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying
party similarly notified to the extent that it may wish, with counsel selected by the Holders of at least a majority of the Registrable Securities included in the relevant registration, and after notice from the indemnifying party to such
Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other
than reasonable costs of investigation. If, in such Indemnified Party’s reasonable judgment, having common counsel would result in a conflict of interest between the interests of such indemnified and indemnifying parties, then such Indemnified
Party may employ separate counsel reasonably acceptable to the indemnifying party to represent or defend such Indemnified Party in such action, it being understood, however, that the indemnifying party will not be liable for the reasonable fees and
expenses of more than one separate firm of attorneys at any time for all such Indemnified Parties (and not more than one separate firm of local counsel at any time for all such Indemnified Parties) in such action. No indemnifying party will consent
to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation.

 SECTION 3.4 Contribution. If the indemnification provided for hereunder from the indemnifying party is unavailable to an
Indemnified Party hereunder in respect of any losses, 

  
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claims, damages, liabilities or expenses referred to herein for reasons other than those described in the proviso in the first sentence of Section 3.1, then the 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, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying
party and Indemnified Parties 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 by, or relates to information supplied by, such indemnifying party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or
payable by a party under this Section 3.4 as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with
any investigation or proceeding. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds actually received by such Holder upon the sale of the Registrable
Securities giving rise to such contribution obligation. 
 The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 3.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. 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. 

SECTION 3.5 Non-Exclusivity. The obligations of the parties under this Article III will be in addition to any liability which any party
may otherwise have to any other party. 
 ARTICLE IV 

OTHER 
 SECTION 4.1
Notices. Any notice, request, instruction or other document to be given hereunder by any party hereto to another party hereto shall be in writing and shall be deemed given (a) when delivered personally, (b) five (5) Business
Days after being sent by certified or registered mail, postage prepaid, return receipt requested, (c) one (1) Business Day after being sent by Federal Express or other nationally recognized overnight courier, or (d) if transmitted by
facsimile, if confirmed within 24 hours thereafter by a signed original sent in the manner provided in clause (a), (b) or (c) to parties at the following addresses (or at such other address for a party as shall be specified by
prior written notice from such party): 
 if to the Company: 

Catalent, Inc. 
 14 Schoolhouse
Road 
 Somerset, New Jersey 08873 

Attention: General Counsel 

  
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 if to Blackstone: 

The Blackstone Group L.P. 
 345
Park Avenue 
 New York, NY 10154 

Attention: Chinh Chu 
 Fax:
(212) 583-5722 
 with an additional copy (not constituting notice) to: 

Simpson Thacher & Bartlett LLP 

425 Lexington Avenue 
 New York,
NY 10017 
 Attention: Edward P. Tolley III 

Fax: (212) 455-2502 
 if to
Genstar: 
 Four Embarcadero Center, Suite 1900 

San Francisco, CA 94111 

Attention: Robert Weltman 
 Fax:
(415) 834-2383 
 With a copy (not constituting notice) to: 

Latham & Watkins LLP 

505 Montgomery Street, Suite 2000 

San Francisco, CA 94111 

Attention: Scott R. Haber 
 Fax:
(415) 395-8095 
 if to Aisling: 

Aisling Capital II, L.P. 
 888
Seventh Avenue, 30th Floor 
 New York, NY 10106 

Attn: Brett Zbar 
 Fax: 212 651
6379 
 and 
 Aisling Capital
II, L.P. 
 888 Seventh Avenue, 30th Floor 

New York, NY 10106 
 Attn: Chief
Financial Officer 
 Fax: 212 651 6379 

  
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 With a required copy to: 

McDermott Will & Emery LLP 

340 Madison Avenue 
 New York,
NY 10173-1922 
 Attn: Todd Finger 

Fax: 212 547 5444 
 if to any
Management Stockholder: 
 c/o Catalent, Inc. 

14 Schoolhouse Road 
 Somerset,
New Jersey 08873 
 Attention: General Counsel 

SECTION 4.2 Assignment. Neither the Company nor any Holder shall assign all or any part of this Agreement without the prior written
consent of the Company and Blackstone; provided, however, that any Blackstone Entity, Genstar and Aisling may assign their respective rights and obligations under this Agreement in whole or in part to any of their respective Affiliates
without the consent of any other party; provided, further that the consent of Blackstone shall not be required for any assignment if, at the time of such assignment, the number of shares of Common Stock held directly or indirectly by
Blackstone is less than 25% of the total number of outstanding shares of Common Stock. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and
permitted assigns. 
 SECTION 4.3 Transfer Restrictions. (a) Each of Genstar and Aisling agree it will not Transfer any Registrable
Securities until the second anniversary of the date hereof other than (1) pursuant to this Agreement (including pursuant to clause (b) below), (2) to one or more of its Affiliates, provided that such Affiliates become parties
to this Agreement and are bound by this Section 4.3, (3) pursuant to a Change of Control of the Company, (4) with the consent of Blackstone, (5) in the event that Blackstone Transfers any Registrable Securities pursuant to Rule
144, Blackstone shall provide advance notice to each of Genstar and Aisling at least one day prior to such transfer and each of Genstar and Aisling shall have the right to Transfer Registrable Securities pursuant to Rule 144 on a pro rata basis at
the time of Blackstone’s Transfer or at any time thereafter or (6) in the event that Blackstone distributes any Registrable Securities to its limited partners, members or stockholders, each of Genstar and Aisling shall have the right to
similarly distribute Registrable Securities on a pro rata basis at any time thereafter, provided that, if the Registrable Securities distributed by Blackstone are subject to any transfer restrictions, the Registrable Securities distributed by
Genstar and Aisling shall be subject to similar transfer restrictions. 
 (b) (i) Prior to Blackstone making any Transfer of
Registrable Securities (other than a Transfer described in Section 4.3(c)), Blackstone shall give at least twenty (20) days’ prior written notice to each of Genstar and Aisling (for purposes of this Section 2.2, each an
“Other Holder”) and the Company, which notice (for purposes of this Section 4.3, the “Sale Notice”) shall identify the type and amount of Registrable 

  
 -17- 








 
Securities to be sold (for purposes of this Section 4.3, the “Offered Securities”), describe the terms and conditions of such proposed Transfer, and identify each
prospective transferee. Any of the Other Holders may, within fourteen (14) days of the receipt of the Sale Notice, give written notice (each, a “Tag-Along Notice”) to Blackstone that such Other Holder wishes to participate in
such proposed Transfer upon the terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Registrable Securities such Other Holder desires to include in such proposed Transfer; provided, however, that
to exercise its tag-along rights hereunder, each Other Holder shall be obligated to join in any indemnification or other obligations that Blackstone agrees to provide in connection with such Transfer of Offered Securities (except that, while each
Other Holder shall be obligated to make representations and warranties as to such Other Holder’s title to and ownership of such Other Holder’s Registrable Securities that are Transferred by such Other Holder, authorization, execution and
delivery of relevant documents by such Other Holder, enforceability of relevant agreements against such Other Holder and other matters relating to such Other Holder, to enter into covenants in respect of the proposed Transfer of such Other
Holder’s Registrable Securities that are Transferred by such Other Holder and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that Blackstone is similarly obligated in connection with its
proposed Transfer of Offered Securities, no Other Holder shall be obligated to enter into indemnification obligations with respect to any of the foregoing to the extent relating to any representation or warranty by any other Holder (including
Blackstone) in respect of any such other Holder (including Blackstone) or any such other Holder’s Registrable Securities or Offered Securities (in the case of Blackstone)), up to its pro rata share based on, and limited to, the value of
Registrable Securities that are Transferred by each such Holder. Each Holder will bear (x) its own costs of any sale of Securities pursuant to this Section 4.3(b)(i) and (y) its pro-rata share (based upon the relative amount of
proceeds received for the Registrable Securities sold) of the costs of any sale of Registrable Securities pursuant to this Section 4.3(b)(i) (excluding all amounts paid to any Holder or his or its Affiliates as a transaction fee, broker’s
fee, finder’s fee, advisory fee, success fee, or other similar fee or charge related to the consummation of such sale) to the extent such costs are incurred for the benefit of all Holders and are not otherwise paid by the transferee. No Other
Holder shall be required to sign a non-competition agreement. 
 (ii) If none of the Other Holders gives Blackstone a timely
Tag-Along Notice with respect to the Transfer proposed in the Sale Notice, then (notwithstanding the first sentence of Section 4.3(b)(i)) Blackstone may Transfer such Offered Securities on the terms and conditions set forth, and to or among any
of the transferees identified (or Affiliates of transferees identified), in the Sale Notice at any time within ninety (90) days after expiration of the fourteen-day period for giving Tag-Along Notices with respect to such Transfer. Any such
Offered Securities not Transferred by Blackstone during such ninety-day period will again be subject to the provisions of this Section 4.3(b) upon subsequent Transfer. If one or more Other Holders give Blackstone a timely Tag-Along Notice, then Blackstone shall use its reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms
and conditions as are applicable to the Offered Securities, and Blackstone shall not transfer any of its Registrable Securities to any prospective 

  
 -18- 








 
transferee if such prospective transferee(s) declines to allow the participation of the Other Holders. If the prospective transferee(s) is unwilling or unable to acquire all of the Offered
Securities and all of the Registrable Securities specified in a timely Tag-Along Notice upon such terms, then Blackstone may elect either to cancel such proposed Transfer or to allocate the maximum number of Registrable Securities that the
prospective transferees are willing to purchase (the “Allocable Shares”) among Blackstone and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective transferees shall be required to
purchase Registrable Securities on the same terms and conditions, and to consummate such Transfer on those terms and conditions): 

(A) each participating Holder (including Blackstone) shall be entitled to sell a number of Registrable Securities (not to
exceed, for any Other Holder, the number of Registrable Securities identified in such Other Holder’s Tag-Along Notice) on a pro rata basis; and 

(B) if, after allocating the Allocable Shares to such Holders in accordance with clause (A) above, there are any Allocable
Shares that remain unallocated, then they shall be allocated (in one or more successive allocations on the basis of the allocation method specified in clause (A) above) among Blackstone and each such Other Holder that has elected in its
Tag-Along Notice to sell a greater number of Registrable Securities than previously has been allocated to it pursuant to clause (A) and this clause (B) (all of whom (but no others) shall, for purposes of clause (A) above, be deemed to
be the participating Holders) until all such Allocable Shares have been allocated in accordance with this clause (B). 
 (c) The rights and
restrictions contained in Section 4.3(b) shall not apply with respect to any of the following Transfers of Registrable Securities by Blackstone: 

(i) any Transfer of Registrable Securities pursuant to Article II; 

(ii) any Transfer of Registrable Securities to and among the members, partners or Affiliates of Blackstone and the members,
partners, securityholders and employees of such partners; 
 (iii) any Transfer of Registrable Securities incidental to the
exercise, conversion or exchange of such securities in accordance with their terms or any reclassification or combination of shares (including any reverse stock split) or any recapitalization, reorganization or reclassification of, or any merger or
consolidation involving, the Company; provided that each Other Holder holding Registrable Securities are treated in the same way as the Blackstone Securities in connection with such exercise, conversion or exchange; and 

(iv) any Transfer pursuant to Rule 144. 

  
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 SECTION 4.4 Amendments; Waiver. This Agreement may be amended, supplemented or otherwise
modified, or any provision waived, only by a written instrument executed by the Company and the Holders holding a majority of the Registrable Securities subject to this Agreement; provided that no such amendment, supplement or other
modification or waiver shall adversely affect the economic interests of any Holder hereunder, or increase the obligations of any Holder, disproportionately to other Holders without the written consent of such Holder. For the avoidance of doubt, no
consent pursuant to this Section 4.4 shall be required in connection with any amendment or revision to Schedule A unless such amendment or revision is to remove a Holder from such schedule at a time when such Holder would otherwise be entitled
to registration rights herein. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken
pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, will be deemed to constitute a waiver by the party taking such action of compliance with any covenants or agreements contained herein. The
waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach. 

SECTION 4.5 Third Parties. This Agreement does not create any rights, claims or benefits inuring to any person that is not a party
hereto nor create or establish any third party beneficiary hereto. 
 SECTION 4.6 Governing Law. This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of New York. 
 SECTION 4.7 CONSENT TO JURISDICTION. EACH OF THE
PARTIES HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE
PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND
BY ANY FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
THE MAILING OF COPIES THEREOF VIA OVERNIGHT COURIER, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE FOURTEEN CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY
OF EITHER PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST THE OTHER PARTY HERETO IN SUCH
OTHER JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY ANY APPLICABLE LAW. 

  
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 SECTION 4.8 MUTUAL WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT. 
 SECTION 4.9 Specific
Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party
accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to
compel specific performance of this Agreement. 
 SECTION 4.10 Entire Agreement. This Agreement sets forth the entire understanding
of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement
supersedes all other prior agreements and understandings between the parties with respect to such subject matter. 
 SECTION 4.11
Severability. If one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way
impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by Law. 

SECTION 4.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original
and all of which together will be deemed to be one and the same instrument. 
 SECTION 4.13 Effectiveness. This Agreement shall
become effective, as to any Holder, as of the date signed by the Company and countersigned by such Holder. 
 [Remainder of Page
Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written
above. 
  

					
	COMPANY:
		
		 	CATALENT, INC.
			
		 	By:	 	 /s/ Matthew Walsh

		 	Name:	 	Matthew Walsh
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Registration Rights Agreement] 








 
							
	BLACKSTONE:
		
		 	BLACKSTONE HEALTHCARE PARTNERS L.L.C.
			
		 	By:	 	BLACKSTONE CAPITAL PARTNERS V, L.P., managing member
			
		 	By:	 	BLACKSTONE MANAGEMENT ASSOCIATES V L.L.C., its general partner
			
		 	By:	 	 /s/ Chinh E. Chu

		 		 	Name:	 	Chinh E. Chu
		 		 	Title:	 	Senior Managing Director



  
 [Signature Page to
Registration Rights Agreement] 








 
							
	GENSTAR:
		
		 	GENSTAR PHOENIX HOLDINGS, LLC
			
		 	By:	 	 /s/ Robert J. Weltman

		 		 	Name:	 	Robert J. Weltman
		 		 	Title:	 	Managing Director



  
 [Signature Page to
Registration Rights Agreement] 








 
					
	AISLING CAPITAL II, L.P.
		
	By:	 	 /s/ Lloyd Appel

		 	Name:	 	Lloyd Appel
		 	Title:	 	Chief Financial Officer



  
 [Signature Page to
Registration Rights Agreement] 








 Schedule A 

Management Stockholders