Contract analysis

1. Purpose and Introduction Calderwood & Harkness LLP is pleased to confirm its engagement by Cobalt Ventures LP to serve as fund counsel in connection with the structuring, formation, and fund-raising for Cobalt Life Sciences Opportunities Fund I, LP (the "Fund" or "CLSO Fund I"), a proposed Delaware limited partnership. We understand that the Fund will be Cobalt's inaugural dedicated opportunistic life-sciences inv

2. Client Identification The Client for purposes of this engagement is Cobalt Ventures LP, a Delaware limited partnership (Delaware LP File No. 7824931; California Secretary of State File No. 202118412387; EIN: 83-2947561), with its principal place of business at 3400 Sand Hill Road, Suite 220, Menlo Park, California 94025, and its registered agent for service of process in Delaware at Hollowell Technologies, 1209 Or

3. Scope of Engagement The scope of Calderwood & Harkness's engagement encompasses the following workstreams, each of which is described in greater detail below. To the extent the Client requests legal services that fall outside the scope described in this Section 3, such services will be provided only upon mutual written agreement and may be subject to a separate engagement letter or an amendment to this Letter. 3.1

4. Engagement Team The following professionals at Calderwood & Harkness will be principally responsible for this engagement: Pamela Cross will serve as the responsible partner and primary point of contact for all aspects of this engagement. Ms. Cross has over twenty years of experience advising private fund sponsors on fund formation, structuring, and fund-raising matters across a range of strategies, including ventu

5. Fees and Billing Arrangements 5.1 Hourly Rates Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at the following current standard rates for the professionals assigned to this matter: Paralegal time, to the extent utilized, will be billed at rates ranging from $350 to $500 per hour, depending on the experience level of the paralegal. These rates are the Firm's s

6. Conflicts of Interest Calderwood & Harkness has conducted a conflicts check in accordance with the Firm's standard conflicts clearance procedures and, as of the date of this Letter, has identified no conflicts of interest that would preclude the Firm from undertaking this engagement in accordance with applicable rules of professional conduct. The Client acknowledges that Calderwood & Harkness is a large, diversifi

7. Confidentiality Calderwood & Harkness will maintain the confidentiality of all information provided by the Client in connection with this engagement, in accordance with the applicable rules of professional conduct governing the attorney-client relationship. The Firm will not disclose confidential client information to any third party without the Client's prior authorization, except as required by law, court order,

8. Document Retention Calderwood & Harkness will maintain files and records relating to this engagement in accordance with the Firm's document retention policy. Engagement files may be maintained in physical or electronic form, or a combination thereof, at the Firm's discretion. At the conclusion of this engagement, the Client may request the return of original documents provided to the Firm in connection with the en

9. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Termination of the engagement by either party shall not relieve the Client of its obligation to pay all fees and expenses incurred through the date of termination. Upon termination, Calderwood & Harkness will take reasonable steps to protect the Client's interests during any transition

10. Limitation of Engagement This engagement is limited to the legal matters described in Section 3 of this Letter. Calderwood & Harkness has not been engaged to provide legal advice on matters outside the scope of this engagement, including but not limited to: (a) intellectual property matters, including patent prosecution, trademark registration, licensing, or IP due diligence; (b) Employment law, including the dra

11. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles that would require the application of the laws of any other jurisdiction. The fund documents to be prepared in connection with this engagement, including the Agreement of Limited Partnership, the GP LLC Agreement, and the Management Company LLC

12. Acceptance and Counterparts We respectfully request that the Client confirm its agreement to the terms of this engagement letter by having each of Dr. Marcus Yeung and Priya Dasgupta sign in the spaces provided below and return a fully executed copy to Pamela Cross at either of the following addresses: Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Attention: Pamela Cross, Partner or Calderwood

1. Calderwood & Harkness LLP General Terms of Engagement

2. Privacy Notice Team Member | Role | Practice Group Pamela Cross | Responsible Partner | Funds & Asset Management Nicholas Stern | Billing Partner | Funds & Asset Management Theresa Kim | Lead Associate | Funds & Asset Management Owen Fischer | Working Associate | Funds & Asset Management Leonard Cross | Specialist Partner | Tax Professional Category | Hourly Rate Partners | $1,650 Specialist Partners | $1,800 Asso