MARAVAI LIFESCIENCES HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 24, 2020 among Maravai LifeSciences Holdings, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), and each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
TAX RECEIVABLE AGREEMENT BY AND AMONG MARAVAI LIFESCIENCES HOLDINGS, INC., CERTAIN OTHER PERSONS NAMED HEREIN, AND THE AGENT DATED AS OF NOVEMBER 19, 2020Tax Receivable Agreement • November 25th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of November 19, 2020 is hereby entered into by and among Maravai LifeSciences Holdings, Inc., a Delaware corporation (the “Corporation”), Maravai Topco Holdings, LLC, a Delaware limited liability company (the “Company”), Maravai Life Sciences Holdings, LLC, a Delaware limited liability company (“MLSH 1”), Maravai Life Sciences Holdings 2, LLC, a Delaware limited liability company (“MLSH 2”), and the Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • November 25th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 24, 2020, by and among Maravai LifeSciences Holdings, Inc., a Delaware corporation (“Parent”), TriLink Biotechnologies, LLC, a Delaware limited liability company (“Employer”), and Brian Neel (“Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 4.
MARAVAI TOPCO HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 19, 2020Limited Liability Company Agreement • November 25th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Maravai Topco Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of November 19, 2020, by and among the Company, Maravai LifeSciences Holdings, Inc., a Delaware corporation (“Maravai Co.”), and Maravai Life Sciences Holdings, LLC, a Delaware limited liability company (“Holdings”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
EXCHANGE AGREEMENTExchange Agreement • November 25th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • Delaware
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • November 25th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of November 24, 2020, by and among Maravai LifeSciences Holdings, Inc., a Delaware corporation (the “Company”), Maravai Life Sciences Holdings, LLC, a Delaware limited liability company (“MLSH 1”), Maravai Life Sciences Holdings 2, LLC, a Delaware limited liability company (“MLSH 2”), GTCR Fund XI/C LP, a Delaware limited partnership, GTCR Fund XI/B LP, a Delaware limited partnership, GTCR Co-Invest XI LP, a Delaware limited partnership, GTCR Partners XI/A&C LP, a Delaware limited partnership, GTCR Partners XI/B LP, a Delaware limited partnership and GTCR Investment XI LLC, a Delaware limited liability company (collectively, “GTCR”). This Agreement shall be effective from the date hereof (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 25th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 24, 2020, by and among Maravai LifeSciences Holdings, Inc., a Delaware corporation (“Parent”), Maravai Intermediate Holdings, LLC, a Delaware limited liability company (“Employer”), and Carl W. Hull (“Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 4.
