INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2020 between Maravai LifeSciences Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
MARAVAI LIFESCIENCES HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [____________], 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 [•], 2020Tax Receivable Agreement • November 9th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [•], 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.
MARAVAI TOPCO HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2020Limited Liability Company Agreement • November 9th, 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 [•], 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 9th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • Delaware
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. SUPPLY AGREEMENTSupply Agreement • November 9th, 2020 • Maravai Lifesciences Holdings, Inc. • Pharmaceutical preparations • Delaware
This SUPPLY AGREEMENT (this “Agreement”), is made as of October 9, 2020 (the “Effective Date”), by and among Pfizer Inc., a Delaware corporation, having an address of 235 East 42nd Street, New York, New York 10017 (“Pfizer”), BioNTech SE, a company organized and existing under the laws of Germany, having an address of An der Goldgrube 12, 55131 Mainz, Germany (“BioNTech”) (each of Pfizer and BioNTech, a “Customer Party,” and collectively, “Customer”) and TriLink BioTechnologies, LLC, a Delaware limited liability company, having an address of 10770 Wateridge Circle, Suite 200, San Diego, CA 92121 (“Supplier”). Customer and Supplier may be referred to herein individually as a “Party” or collectively as the “Parties”.
