Contract analysis

Section 1.1 — Defined Terms As used in this Agreement of Limited Partnership (this "Agreement"), the following terms shall have the meanings set forth below. Capitalized terms used but not defined in a particular provision of this Agreement shall have the meanings ascribed to them in this Section 1.1. "Affiliate" means, with respect to any Person, (a) any other Person directly or indirectly controlling, controlled by

Section 1.2 — Rules of Construction (a) The headings and captions of Articles, Sections, and Schedules contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa, and words importing the masculine gender shall include t

Section 2.1 — Formation The Partnership has been formed as a limited partnership under and pursuant to the provisions of the DRULPA by the filing of a Certificate of Limited Partnership with the office of the Secretary of State of the State of Delaware. The name of the Partnership is "Cobalt Life Sciences Opportunities Fund I, LP." The General Partner is hereby authorized to execute, deliver, file, and record any ame

Section 2.2 — Name The business of the Partnership shall be conducted under the name "Cobalt Life Sciences Opportunities Fund I, LP" or such other name or names as the General Partner may from time to time determine; provided that any such change of name shall be reflected in an amendment to the Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware and written notice thereof sh

Section 2.3 — Registered Office and Agent The registered office of the Partnership in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Partnership at such address is Hollowell Technologies. The General Partner may change the registered office and registered agent of the Partnership from time to time in accordance with applicable law by filing the appropri

Section 2.4 — Principal Office The principal office of the Partnership shall be located at 3400 Sand Hill Road, Suite 220, Menlo Park, California 94025, which is the principal office of Cobalt Ventures LP, the parent organization of the General Partner. The General Partner may change the location of the principal office from time to time upon written notice to the Limited Partners.

Section 2.5 — Purpose The purpose of the Partnership is to make, hold, monitor, manage, and dispose of equity and equity-related investments primarily in clinical-stage therapeutics companies (Phase II clinical trials and later), medical device companies with U.S. Food and Drug Administration 510(k) clearance or Pre-Market Approval (PMA) pathways, and platform biotechnology companies engaged in gene editing, syntheti

Section 2.6 — Term The Partnership shall continue in existence until the tenth (10th) anniversary of the Final Close (the "Fund Term"), unless the Partnership is earlier dissolved in accordance with Article XIX. Based on the target Final Close date of May 15, 2027, the Fund Term is anticipated to expire on May 15, 2037. The Fund Term may be extended as follows: (a) First Extension Period. The General Partner may, in

Section 2.7 — Fiscal Year The fiscal year of the Partnership shall be the calendar year, commencing January 1 and ending December 31 of each year; provided that the first fiscal year of the Partnership shall commence on the date of the First Close and end on December 31 of the calendar year in which the First Close occurs, and the final fiscal year of the Partnership shall end on the date on which the Partnership is

Section 2.8 — Partnership Tax Status The Partnership shall be treated as a partnership for U.S. federal income tax purposes. Neither the General Partner nor any Partner shall take any action or make any election that would cause the Partnership to be classified as a corporation or an association taxable as a corporation for U.S. federal income tax purposes. The General Partner shall not file an election to be classif

ARTICLE III — PARTNERS; CAPITAL COMMITMENTS; CLOSINGS

Section 3.1 — General Partner (a) Identity. Cobalt Life Sciences GP I, LLC, a Delaware limited liability company, shall serve as the General Partner of the Partnership. The Managing Members of the General Partner are Dr. Marcus Yeung and Priya Dasgupta. (b) GP Commitment. The General Partner shall make a Capital Commitment to the Partnership in an amount equal to not less than two percent (2%) of Aggregate Commitment

Section 3.2 — Admission of Limited Partners (a) Admission. Each Limited Partner shall be admitted to the Partnership upon (i) execution and delivery by such Limited Partner of a Subscription Agreement and investor questionnaire in the form attached hereto as Exhibit A, (ii) acceptance of such Limited Partner's Capital Commitment by the General Partner in its sole discretion, and (iii) contribution of capital by such

Section 3.3 — Closings (a) First Close. The General Partner shall conduct the initial Closing of the Partnership (the "First Close") on or about November 15, 2026, or such other date as the General Partner may determine. The minimum Aggregate Commitments at the First Close shall be not less than $250,000,000. The Investment Period shall commence on the date of the First Close. (b) Subsequent Closes. Following the Fir

Section 3.4 — Target Fund Size and Hard Cap (a) Target Fund Size. The Target Fund Size of the Partnership is $750,000,000 in Aggregate Commitments. (b) Hard Cap. The General Partner shall not accept Aggregate Commitments in excess of $1,000,000,000 (the "Hard Cap") without the prior written consent of the LPAC. (c) Discretion. The General Partner shall have full discretion to accept or reject Capital Commitments from

Section 3.5 — Schedule of Partners The General Partner shall maintain, or cause Halcyon Fund Services, Inc. (the Partnership's fund administrator) to maintain, a schedule (the "Schedule of Partners"), attached hereto as Schedule A, setting forth the name, address, Capital Commitment, Capital Contributions, date of admission, and percentage interest of each Partner. The Schedule of Partners shall be updated following

ARTICLE IV — CAPITAL CONTRIBUTIONS AND CAPITAL CALLS

Section 4.1 — Capital Calls (a) Authority. The General Partner may, from time to time, issue capital calls (also referred to as "drawdowns") requiring each Partner to contribute a portion of its unfunded Capital Commitment to the Partnership. Capital calls shall be made pro rata based on each Partner's unfunded Capital Commitment relative to the aggregate unfunded Capital Commitments of all Partners, unless otherwise

Section 4.2 — Limitations on Capital Calls (a) Post-Investment Period. Following the expiration of the Investment Period (or the earlier termination or suspension thereof pursuant to Article X), the General Partner shall not issue capital calls for the purpose of making new Portfolio Investments, except for: (i) follow-on investments in existing Portfolio Companies to the extent such follow-on investments were commit

Section 4.3 — Failure to Fund; Default Provisions (a) Default Notice. If any Limited Partner fails to fund all or any portion of a capital call on or before the applicable Funding Date, the General Partner shall deliver a written default notice to such Limited Partner (a "Default Notice"), specifying the nature and amount of the deficiency and granting a cure period of five (5) Business Days from receipt of the Defau

Section 4.4 — Return of Capital Contributions Excess Capital Contributions not applied to Portfolio Investments, Fund Expenses, or other Partnership purposes within twelve (12) months of the date of contribution may be returned by the General Partner to the Partners pro rata based on their respective Capital Contributions. Any Capital Contributions so returned shall be treated as a return of unfunded Capital Commitme

Section 4.5 — No Additional Capital Contributions No Partner shall be obligated to contribute capital to the Partnership in excess of its Capital Commitment, except as otherwise expressly provided in this Agreement (including, without limitation, with respect to the Clawback Obligation under Section 6.5 and indemnification obligations under Article XVI). No Partner shall be obligated to lend funds to the Partnership

Section 5.1 — Capital Accounts A separate Capital Account shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulation § 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be (a) increased by (i) the amount of cash contributed by such Partner to the Partnership, (ii) the fair market value of property contributed by such Partner to the Partnership (net of liabiliti

Section 5.2 — Allocation of Net Profits and Net Losses (a) General Rule. Except as otherwise provided in this Section 5.2 and subject to the regulatory allocations set forth below, Net Profits and Net Losses shall be allocated among the Partners in a manner that, to the extent possible, causes each Partner's Capital Account balance (after taking into account all contributions, distributions, and other adjustments for

Section 5.3 — Tax Allocations; IRC § 704(c) (a) Except as otherwise provided in this Section 5.3, items of income, gain, loss, deduction, and credit shall be allocated for U.S. federal income tax purposes in the same manner as the corresponding items of Net Profits and Net Losses are allocated among the Partners pursuant to Section 5.2. (b) In accordance with Section 704(c) of the Code and the Treasury Regulations th

Section 5.4 — IRC § 754 Election The General Partner shall have the discretion, in its sole judgment, to make or revoke an election under Section 754 of the Code (or any corresponding provision of applicable state or local tax law) to adjust the tax basis of Partnership property in connection with transfers of Partnership Interests or distributions of Partnership property. The costs and expenses of any such adjustmen

Section 5.5 — Carried Interest — IRC § 1061 Compliance (a) The Partners acknowledge that the Carried Interest allocable to the General Partner (and its members and designees) constitutes an "applicable partnership interest" within the meaning of Section 1061 of the Code. Accordingly, any gain allocated or distributed to the General Partner (or its members or designees) with respect to an applicable partnership intere

ARTICLE VI — DISTRIBUTIONS; WATERFALL

Section 6.1 — Timing of Distributions (a) Frequency. Distributions of available cash (or, with LPAC consent, distributions in kind) shall be made at such times as the General Partner determines in its sole discretion; provided that the General Partner shall endeavor to make distributions no less frequently than semi-annually, to the extent that distributable cash is available after the establishment of appropriate re

Section 6.2 — Distribution Waterfall (European / Whole-Fund Waterfall) All distributable cash (and, if applicable, the fair market value of distributions in kind) shall be distributed to the Partners in the following order of priority: (a) Return of Capital. First, one hundred percent (100%) to all Partners, pro rata in accordance with their respective Capital Contributions, until each Partner has received cumulative

Section 6.3 — Carried Interest Allocation Among GP Members The Carried Interest distributable to the General Partner pursuant to Sections 6.2(c) and 6.2(d) shall be allocated among the members of Cobalt Life Sciences GP I, LLC as follows: The foregoing allocations are set forth in Schedule B attached hereto. The General Partner may, from time to time, reallocate the Carried Interest percentages among the existing or

Section 6.4 — Carry Escrow (a) Escrow Deposit. Thirty percent (30%) of all Carried Interest distributions that would otherwise be payable to the General Partner (or its designees) pursuant to Sections 6.2(c) and 6.2(d) shall be deposited into an escrow account maintained at Ridgeway National Bank, N.A. (the "Carry Escrow Account"). Such deposits shall be made promptly upon each distribution event. (b) Maintenance. Th

Section 6.5 — Clawback (a) GP-Level Clawback. Upon the final liquidation and wind-down of the Partnership, if the cumulative Carried Interest distributions received by the General Partner (and its members and designees) exceed twenty percent (20%) of cumulative Net Profits of the Partnership (taking into account all distributions to all Partners over the life of the Fund), the General Partner shall promptly return su

Section 6.6 — Tax Distributions (a) The General Partner may, in its discretion, make tax distributions to the Partners in advance of or in lieu of other distributions under this Article VI. Tax distributions shall be calculated based on each Partner's allocable share of the Partnership's taxable income for the relevant fiscal year, multiplied by the highest combined marginal federal, state, and local income tax rate

Section 6.7 — Withholding (a) The Partnership may withhold from any distribution to any Partner any amounts required to be withheld under applicable federal, state, local, or foreign tax laws. Any amounts so withheld shall be treated as having been distributed to the relevant Partner for all purposes of this Agreement. (b) If the Partnership pays any withholding tax on behalf of any Partner, the General Partner may t

Section 7.1 — Management Fee (a) During the Investment Period. During the Investment Period, the Partnership shall pay a Management Fee to the Management Company (Cobalt Life Sciences Management I, LLC) at an annual rate of two percent (2.00%) of Aggregate Commitments, payable quarterly in advance on the first Business Day of each calendar quarter. At the Target Fund Size of $750,000,000, the annual Management Fee du

Section 7.2 — Management Fee Offset (a) Placement Fee Offset. One hundred percent (100%) of all Placement Fees paid or payable to the Placement Agent (Sagebrush Capital Partners LLC) shall be offset against the Management Fee. At the Target Fund Size of $750,000,000, assuming the Placement Agent sources all $735,000,000 of third-party Capital Commitments (i.e., Aggregate Commitments less the GP Commitment of $15,000,

Section 7.3 — Organizational Expenses (a) The Partnership shall bear all Organizational Expenses incurred in connection with the formation and organization of the Partnership, the General Partner, the Management Company, and related entities, up to a maximum aggregate amount of $1,500,000 (the "Organizational Expenses Cap"). (b) Organizational Expenses in excess of the Organizational Expenses Cap shall be borne solel

Section 7.4 — Fund Expenses The Partnership shall bear all costs and expenses incurred in connection with its ongoing operations ("Fund Expenses"), including, without limitation, the following: (a) Annual audit fees payable to Whitfield & Pratt LLP; (b) Tax preparation and advisory fees payable to Greystone Tax Advisors LLC; (c) Legal fees and disbursements payable to Calderwood & Harkness LLP and such other legal co

Section 7.5 — Broken-Deal Expenses (a) Broken-deal expenses — including due diligence costs, legal fees, travel expenses, and other costs incurred in connection with potential Portfolio Investments that are not ultimately consummated — shall be borne by the Partnership as Fund Expenses to the extent not reimbursed by the prospective target company or any other third party. (b) Per-Deal Cap. The aggregate broken-deal

ARTICLE VIII — INVESTMENT ACTIVITIES

Section 8.1 — Investment Period (a) Duration. The Investment Period shall commence on the date of the First Close and shall end on the fifth (5th) anniversary thereof, unless earlier suspended or terminated in accordance with Article X. During the In