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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-03-01 · 49 added, 45 removed, 156 unchanged (38% of the section changed)

5 unchanged sentences

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Annual Report on Internal Controls over Financial Reporting

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

15 unchanged sentences

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Maravai LifeSciences Holdings, Inc.

(the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ / member’s equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated March 1, 2022 expressed an unqualified opinion thereon.

(the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in stockholders’ / member’s equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 28, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

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/s/ Ernst & Young LLP

Redwood City, California

March 1, 2022

San Mateo, California

February 28, 2023

Other Information

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Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Stockholders’/Member’s Equity

4 unchanged sentences

Exhibit Number Description

2.1§ Agreement and Plan of Merger, dated as of August 5, 2021, among Maravai Life Sciences, Inc., Voyager Group Holdings, Inc., Maravai LifeSciences Holdings, Inc., and Maravai Intermediate Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 10, 2021)

2.1§ Agreement and Plan of Merger, dated as of August 5, 2021, among Maravai Life Sciences, Inc., Voyager Group Holdings, Inc., Maravai LifeSciences Holdings, Inc., and Maravai Intermediate Holdings, LLC (incorporated by reference to Exhibit 2.1 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on August 10, 2021).

2.2§ Amendment No.

1, dated as of September 2, 2021, to the Agreement and Plan of Merger, dated as of August 5, 2021, among Maravai Life Sciences, Inc., Voyager Group Holdings, Inc., Maravai LifeSciences Holdings, Inc., and Maravai Intermediate Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 3, 2021)

1, dated as of September 2, 2021, to the Agreement and Plan of Merger, dated as of August 5, 2021, among Maravai Life Sciences, Inc., Voyager Group Holdings, Inc., Maravai LifeSciences Holdings, Inc., and Maravai Intermediate Holdings, LLC (incorporated by reference to Exhibit 2.1 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on September 3, 2021).

2.3 Letter Agreement, dated November 24, 2021, amending the Agreement and Plan of Merger, dated as of August 5, 2021, among Maravai Life Sciences, Inc., Voyager Group Holdings, Inc., Maravai LifeSciences Holdings, Inc., and Maravai Intermediate Holdings, LLC (incorporated by reference to Exhibit 2.3 to Maravai LifeSciences Holdings, Inc.'s Form 10-K filed on March 1, 2022).

2.1 Amendment No.

2, dated as of August 30, 2022, to the Agreement and Plan of Merger, dated as of August 5, 2021, among Maravai Life Sciences, LLC (f/k/a Maravai Life Sciences, Inc.), Voyager Group Holdings, Inc., Vector Laboratories, Inc., Maravai LifeSciences Holdings, Inc., and Maravai Intermediate Holdings, LLC (incorporated by reference to Exhibit 2.1 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on November 4, 2022) .

3.1 Amended and Restated Certificate of Incorporation of Maravai LifeSciences Holdings, Inc.

7 unchanged sentences

2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 23, 2020).

10.2§‡ Supply Agreement, dated as of October 9, 2020, by and among Pfizer Inc., BioNTech SE and TriLink BioTechnologies, LLC (incorporated by reference to Exhibit 10.26 to Maravai LifeSciences Holdings, Inc.’s Form S-1/A filed on November 9, 2020).

Exhibit Number Description

10.3#‡ Amendment No.

1, effective as of June 6, 2021, to the Supply Agreement, dated as of October 9, 2020, among TriLink Biotechnologies, LLC, Pfizer Inc.

and BioNTech SE (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 3, 2021).

10.2+§ Senior Management Agreement, dated as of March 18, 2014, among Maravai Life Sciences Holdings, LLC, Maravai Life Sciences, Inc.

and Carl Hull (incorporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.3+§ Amended and Restated Senior Management Agreement, dated as of August 4, 2015, among Maravai Life Sciences Holdings, LLC, Maravai Life Sciences, Inc.

and Eric Tardif (incorporated by reference to Exhibit 10.3 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

Exhibit Number Description

10.4+§ Senior Management Agreement, dated as of May 30, 2017, among Maravai Life Sciences Holdings, LLC, Maravai Life Sciences, Inc.

Herde (incorporated by reference to Exhibit 10.4 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.5+§ Senior Management Agreement, dated as of December 27, 2017, among Maravai Life Sciences Holdings, LLC, TriLink Biotechnologies, LLC and Brian Neel (incorporated by reference to Exhibit 10.5 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.6+§ Senior Management Agreement, dated as of December 27, 2017, among MLSC Holdings, LLC, Cygnus Technologies, LLC and Christine Dolan (incorporated by reference to Exhibit 10.6 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

and BioNTech SE (incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on September 3, 2021).

10.4+§ Form of Senior Management Agreement - Capital Units and Incentive Units

10.5+§ Form of Senior Management Agreement - Incentive Units

10.6+§ Form of Amendment to Senior Management Agreement

10.7+ Form of Stock Option Grant Notice and Stock Option Agreement (incorporated by reference to Exhibit 10.7 to Amendment No.

14 unchanged sentences

(incorporated by reference to Exhibit 10.15 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.16§ Lease Agreement, dated as of January 10, 2020, between Shac Ingold Apartments LLC, and Vector Laboratories, Inc., as amended (incorporated by reference to Exhibit 10.16 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.16§ Lease Agreement, dated as of September 23, 2019, between TransDulles Center, Inc., and Glen Research Corporation, as amended (incorporated by reference to Exhibit 10.17 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

5 unchanged sentences

Hance (incorporated by reference to Exhibit 10.21 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

Exhibit Number Description

10.21+§ Investment and Director Compensation Agreement, dated as of January 8, 2020, between Maravai Life Sciences Holdings, LLC, and Gregory T.

Lucier (incorporated by reference to Exhibit 10.22 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

Exhibit Number Description

10.22+§ Investment and Director Compensation Agreement, dated as of August 10, 2016, between Maravai Life Sciences Holdings, LLC, and Murali K.

Prahalad (incorporated by reference to Exhibit 10.23 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.24§ Credit Agreement, dated as of October 19, 2020, among Maravai Intermediate Holdings, LLC, Cygnus Technologies, LLC, Trilink Biotechnologies, LLC, Vector Laboratories, Inc., Maravai Topco Holdings, LLC and Morgan Stanley Senior Funding, Inc.

(incorporated by reference to Exhibit 10.24 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.23 Director Nomination Agreement, dated as of November 24, 2020, by and among Maravai LifeSciences Holdings, Inc.

and the other signatories party thereto (incorporated by reference to Exhibit 10.5 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on November 25, 2020).

10.26§‡ Supply Agreement, dated as of October 9, 2020, by and among Pfizer Inc., BioNTech SE and TriLink BioTechnologies, LLC (incorporated by reference to Exhibit 10.26 to Maravai LifeSciences Holdings, Inc.’s Form S-1/A filed on November 9, 2020).

(incorporated by reference to Exhibit 10.24 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.25 Amendment No.

2, dated as of January 19, 2022, to the Credit Agreement, dated as of October 19, 2020, among Maravai Intermediate Holdings, LLC, Cygnus Technologies, LLC, Trilink Biotechnologies, LLC, Maravai Topco Holdings, LLC and Morgan Stanley Senior Funding, Inc.

(incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings Inc.’s Form 8-K filed on January 20, 2022).

10.26+ Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.27 to Amendment No.

3 unchanged sentences

Hull (incorporated by reference to Exhibit 10.8 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on November 25, 2020).

10.28+ Amendment No.1, effective as of September 30, 2022, to the Employment Agreement of Carl W.

Hull, dated November 24, 2020, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Carl W.

Hull (incorporated by reference to Exhibit 10.6 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on October 3, 2022).

10.29+§ Employment Agreement of Kevin Herde, dated November 24, 2020, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Kevin Herde (incorporated by reference to Exhibit 10.9 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on November 25, 2020).

10.30+§ Employment Agreement of Brian Neel, dated November 24, 2020, among Maravai LifeSciences Holdings, Inc., TriLink Biotechnologies, LLC and Brian Neel (incorporated by reference to Exhibit 10.10 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on November 25, 2020).

10.31§ Amendment No.

(incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings Inc.’s Form 8-K filed on January 20, 2022).

10.31+§ Employment Agreement, dated as of November 24, 2020 among Maravai LifeSciences Holdings, Inc., Cygnus Technologies, LLC, MLSC Holdings, LLC and Christine Dolan (incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on May 6, 2022).

10.32+§ Employment Agreement, dated as of November 24, 2020 among Maravai LifeSciences Holdings, LLC, Maravai Intermediate Holdings, LLC and Kurt Oreshack (incorporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on May 6, 2022).

10.33+§ Employment Agreement, dated as of November 24, 2020 among Maravai LifeSciences Holdings, Inc., Vector Laboratories, Inc.

and Lisa Sellers (incorporated by reference to Exhibit 10.3 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on May 6, 2022).

10.34+§ Employment Agreement of William “Trey” Martin, III, effective as of September 30, 2022, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and William “Trey” Martin, III (incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on October 3, 2022).

10.35+ Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on October 3, 2022).

10.36+ Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on October 3, 2022).

10.37+ Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on October 3, 2022).

21.1 List of subsidiaries of Maravai LifeSciences Holdings, Inc.

2 unchanged sentences

31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Exhibit Number Description

32.1* Certification of the Chief Executive Officer pursuant to 18 U.S.

20 unchanged sentences

/s/ Carl Hull

Chief Executive Officer

March 1, 2022

Executive Chairman of the Board and

Interim Chief Executive Officer

February 28, 2023

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicted.

Signature Title Date

Executive Chairman of the Board and Interim Chief Executive Officer (Principal Executive Officer) February 28, 2023

/s/ Carl Hull

Chief Executive Officer and Director

(Principal Executive Officer)

March 1, 2022

/s/ Kevin Herde

Chief Financial Officer (Principal Financial and Accounting Officer) March 1, 2022

/s/ Anat Ashkenazi

Director March 1, 2022

Anat Ashkenazi

Chief Financial Officer (Principal Financial and Accounting Officer) February 28, 2023

/s/ Sean Cunningham

Director March 1, 2022

Director February 28, 2023

Sean Cunningham

/s/ Benjamin Daverman

Director March 1, 2022

Director February 28, 2023

Benjamin Daverman

/s/ Susannah Gray

Director March 1, 2022

Director February 28, 2023

Susannah Gray

/s/ Robert B.

Director March 1, 2022

Director February 28, 2023

/s/ Jessica Hopfield

Director March 1, 2022

Director February 28, 2023

Jessica Hopfield

/s/ Gregory T.

Director March 1, 2022

Director February 28, 2023

/s/ Luke Marker

Director March 1, 2022

Director February 28, 2023

/s/ Constantine Mihas

Director March 1, 2022

Director February 28, 2023

Constantine Mihas

/s/ Murali K.

Director March 1, 2022

Director February 28, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures