Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common con

Section 1.2 — Rules of Construction The following rules of construction shall apply to this Agreement: (a) The headings and captions used in this Agreement are for convenience of reference only and shall not be used in interpreting, construing, or enforcing any of the provisions of this Agreement. (b) Whenever the context requires, words used in the singular shall include the plural, and words used in the plural shal

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Company has been or shall be formed as a Delaware limited liability company by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware in accordance with and pursuant to the DLLCA. The rights and liabilities of the Members shall be determined pursuant to the DLLCA and this Agreement. To the extent that the rights or obligations of any Member are differ

Section 2.2 — Name The name of the Company is "Cobalt Life Sciences GP I, LLC." The Company may conduct business under such name or such other names as the Managing Members may from time to time determine, and the Managing Members shall have the authority to execute, file, and record any assumed or fictitious name certificates or similar filings as may be necessary or appropriate. All business of the Company shall be

Section 2.3 — Principal Office The principal office of the Company shall be located at 3400 Sand Hill Road, Suite 220, Menlo Park, California 94025, or such other place as the Managing Members may from time to time designate by notice to all Members. The Managing Members may establish additional offices or places of business of the Company as they may deem appropriate.

Section 2.4 — Registered Office and Registered Agent The registered office of the Company in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, or at such other address in the State of Delaware as the Managing Members may from time to time designate. The registered agent of the Company at such registered office is Hollowell Technologies. The Managing Members may change the regis

Section 2.5 — Term The Company shall have a perpetual existence and shall continue in existence until dissolved in accordance with the provisions of Article XI of this Agreement. The Members acknowledge that the Fund has a term of ten (10) years from the date of its Final Close (the target date for which is May 15, 2027, such that the anticipated expiration date of the Fund is May 15, 2037), subject to two (2) option

Section 2.6 — Purpose The purpose of the Company is: (a) To serve as the sole general partner of the Fund; (b) To execute and perform all obligations of the general partner under the Fund LPA, including the management and direction of the Fund's investment activities; (c) To make, hold, manage, monitor, and dispose of investments on behalf of the Fund in clinical-stage therapeutics, medical devices, platform biotechn

Section 2.7 — Powers The Company shall have all powers available to a Delaware limited liability company under the DLLCA, including, without limitation, the power to borrow money, to mortgage or pledge any or all of its assets, to guarantee the obligations of other Persons, to enter into contracts and agreements, to sue and be sued, to appoint agents, to open and maintain bank accounts, and to take all actions necess

ARTICLE III — MEMBERS; MEMBERSHIP INTERESTS

Section 3.1 — Initial Members The initial Members of the Company and their respective Percentage Interests and Carried Interest Allocations are set forth on Schedule A attached hereto and incorporated herein by this reference. The initial Members are: (a) Dr. Marcus Yeung, serving as a Managing Member; (b) Priya Dasgupta, serving as a Managing Member; and (c) Alan Whitford, serving as a Member. Each initial Member sh

Section 3.2 — Membership Interests The Membership Interests of the Members shall be as set forth on Schedule A hereto. Schedule A shall be updated from time to time by the Managing Members to reflect admissions, withdrawals, Transfers, and adjustments to Percentage Interests and Carried Interest Allocations in accordance with this Agreement. No certificates shall be issued with respect to Membership Interests. A Memb

Section 3.3 — No Liability of Members No Member shall be personally liable for the debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member of the Company, except as otherwise expressly provided by the DLLCA or this Agreement. The Members acknowledge and agree, however, that the Company, in its capacity as general partner of the Fund, bears

Section 3.4 — No Withdrawal No Member shall have the right to withdraw from the Company or to demand or receive a return of such Member's Capital Contributions, except as expressly provided in this Agreement or as required by the DLLCA. Any purported withdrawal in violation of this Section 3.4 shall be null and void and of no force or effect, and the purportedly withdrawing Member shall remain bound by all obligation

ARTICLE IV — CAPITAL CONTRIBUTIONS

Section 4.1 — Initial Capital Contributions Each Member shall make an initial Capital Contribution to the Company in the amount set forth opposite such Member's name on Schedule A. Initial Capital Contributions shall be due and payable upon formation of the Company or at such later time as the Managing Members may determine. All initial Capital Contributions shall be made in immediately available funds by wire transf

Section 4.2 — GP Commitment to the Fund The Company is obligated to make a capital commitment to the Fund equal to not less than two percent (2%) of the aggregate capital commitments of all partners in the Fund. At the Fund's target size of Seven Hundred Fifty Million Dollars ($750,000,000), this GP Commitment equals Fifteen Million Dollars ($15,000,000). If aggregate commitments to the Fund exceed the target fund si

Section 4.3 — Additional Capital Contributions From time to time, additional Capital Contributions may be required from the Members to fund the GP Commitment, to satisfy the Company's expenses or obligations, or for such other purposes as the Managing Members may determine. Any such additional Capital Contributions shall be made by the Members in proportion to their respective Percentage Interests, unless the Members

Section 4.4 — Capital Accounts A separate Capital Account shall be maintained for each Member in accordance with Treasury Regulation §1.704-1(b)(2)(iv) and the principles set forth in this Section 4.4. Each Member's Capital Account shall be: (a) Credited with (i) the amount of cash and the fair market value of property (net of any liabilities secured by such property that the Company assumes or takes subject to) cont

Section 4.5 — Default on Capital Contributions If any Member (a "Defaulting Member") fails to make a required Capital Contribution within ten (10) business days after receiving written notice from the Managing Members specifying the amount due and demanding payment, the non-defaulting Members shall have the following rights and remedies, which shall be cumulative and not exclusive: (a) Loan. One or more non-defaultin

Section 4.6 — Return of Capital No Member shall have the right to demand or receive a return of such Member's Capital Contributions or any portion thereof, except upon dissolution of the Company in accordance with Article XI or as otherwise expressly provided in this Agreement. No interest shall be paid on any Capital Contribution. No Member shall have priority over any other Member with respect to the return of Capi

ARTICLE V — ALLOCATIONS AND DISTRIBUTIONS

Section 5.1 — Carried Interest Allocation All Carried Interest received by the Company from the Fund shall be allocated among the Members in accordance with the following Carried Interest Allocation percentages: The Carried Interest equals twenty percent (20%) of net profits of the Fund above an eight percent (8%) per annum preferred return to the limited partners of the Fund (compounded annually), subject to a one h

Section 5.2 — Carry Escrow Thirty percent (30%) of all Carried Interest distributions received by the Company from the Fund shall be deposited into an escrow account (the "Carry Escrow") to be maintained at Ridgeway National Bank, N.A. or such other financial institution as the Managing Members may designate from time to time. Amounts held in the Carry Escrow shall be retained until the wind-down of the Fund and the

Section 5.3 — Allocation of GP Commitment Returns Returns on the GP Commitment, including all distributions from the Fund that are attributable to the Company's capital commitment as a partner of the Fund (as distinct from the Carried Interest), shall be allocated to the Members in proportion to each Member's actual contribution to the GP Commitment. For the avoidance of doubt, each Member's share of GP Commitment re

Section 5.4 — Tax Allocations (a) General Rule. Allocations of income, gain, loss, deduction, and credit for federal and state income tax purposes shall be made in a manner consistent with the economic allocations set forth in this Article V, subject to compliance with Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. (b) Special Allocations. To the extent required by the Treasury Regula

Section 5.5 — Distributions (a) Timing and Amount. Cash distributions shall be made at such times and in such amounts as the Managing Members shall determine in their sole discretion, subject to the retention of adequate reserves for Company obligations, including, without limitation, the Carry Escrow, clawback obligations under the Fund LPA, accrued and anticipated expenses of the Company, and any contingent liabili

Section 5.6 — Clawback Obligations (a) Each Member acknowledges and agrees that the Company, as general partner of the Fund, is subject to a GP-level clawback obligation under the Fund LPA, pursuant to which the Company is required to return to the Fund excess carried interest distributions to the extent that cumulative distributions to the Company as Carried Interest exceed the amounts to which the Company is entitl

Section 5.7 — Vesting of Carried Interest (a) Managing Members. The Carried Interest Allocations of Dr. Marcus Yeung and Priya Dasgupta shall be fully vested upon the formation of the Company and execution of this Agreement. (b) Alan Whitford. The Carried Interest Allocation of Alan Whitford shall vest in accordance with the following schedule: (i) No portion of Alan Whitford's Carried Interest Allocation shall vest

ARTICLE VI — MANAGEMENT AND VOTING

Section 6.1 — Managing Members The business and affairs of the Company shall be managed by the Managing Members, Dr. Marcus Yeung and Priya Dasgupta. The Managing Members shall have full and exclusive authority to manage and control the business and affairs of the Company, including the authority to act on behalf of the Company in its capacity as general partner of the Fund. Without limiting the generality of the for

Section 6.2 — Voting The following decisions shall require the vote or written consent of the Members as specified below: (a) Majority Vote. The following matters shall require the affirmative vote of Members holding more than fifty percent (50%) of the Percentage Interests: (i) Hiring or termination of senior investment professionals of the Fund (other than the Managing Members); (ii) Material modifications to the i

Section 6.3 — Actions by Managing Members (a) Individual Authority. Subject to Section 6.3(b), either Managing Member may act individually to bind the Company in ordinary-course matters, including executing routine contracts, authorizing payments, signing correspondence, and taking other day-to-day administrative and operational actions. (b) Joint Authority. Both Managing Members must act jointly (either by both exec

Section 6.4 — Officers The Managing Members may, from time to time, appoint one or more officers of the Company, including, without limitation, a Chief Financial Officer, Secretary, General Counsel, and such other officers as the Managing Members may deem appropriate. Officers shall have such duties, responsibilities, and authority as the Managing Members may delegate to them, and shall serve at the pleasure of the M

Section 6.5 — Key Person Provisions (a) The Members acknowledge and agree that the Fund LPA contains a Key Person provision pursuant to which, if either Dr. Marcus Yeung or Priya Dasgupta (each, a "Key Person") ceases to devote substantially all of his or her business time and attention to the affairs of the Fund during the Investment Period, a "Key Person Event" shall be triggered, resulting in the automatic suspens

Section 6.6 — Delegation to Management Company (a) The Managing Members may delegate certain administrative, operational, and employment functions to Cobalt Life Sciences Management I, LLC (the "Management Company"), pursuant to a management services agreement or similar arrangement between the Company and the Management Company. (b) The Management Company shall employ the investment professionals and support staff e

ARTICLE VII — FIDUCIARY DUTIES AND STANDARD OF CARE

Section 7.1 — Fiduciary Duties Each Managing Member owes fiduciary duties of loyalty and care to the Company and to the other Members. The scope of such duties shall be as set forth in this Section 7.1 and shall not be expanded or limited except as expressly provided in this Agreement and as permitted by the DLLCA. (a) Duty of Loyalty. The duty of loyalty of each Managing Member shall include: (i) Accounting to the C

Section 7.2 — Standard of Care; Limitation of Liability No Managing Member shall be liable to the Company or to any Member for any act or omission taken or suffered by such Managing Member in managing the business and affairs of the Company, provided that such act or omission does not constitute gross negligence, willful misconduct, fraud, or a material breach of this Agreement. The foregoing standard of care and lim

Section 7.3 — Outside Activities; Conflicts of Interest (a) Subject to the provisions of this Section 7.3 and the Key Person obligations set forth in Section 6.5, Managing Members and Members may engage in other business activities, ventures, and investments, including activities that may be competitive with the Fund or the Company, provided that: (i) the restrictions on competing funds and the allocation of investme

Section 7.4 — Reliance on Experts Managing Members and Members may rely, and shall be fully protected in acting or refraining from acting, upon the advice, opinion, or report of legal counsel (including Calderwood & Harkness LLP and Fielding & O'Hara PLLC), tax advisors (including Greystone Tax Advisors LLC), accountants and auditors (including Whitfield & Pratt LLP), financial advisors, appraisers, and other consult

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Indemnification of Members The Company shall, to the fullest extent permitted by the DLLCA, indemnify and hold harmless each Member, each officer of the Company, and their respective Affiliates, partners, members, managers, directors, shareholders, employees, agents, heirs, executors, administrators, personal representatives, successors, and assigns (each, an "Indemnified Person") from and against any a

Section 8.2 — Advancement of Expenses The Company shall advance expenses (including reasonable attorneys' fees and expenses of investigation) incurred by an Indemnified Person in connection with any proceeding for which such Indemnified Person may be entitled to indemnification under Section 8.1, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determ

Section 8.3 — Insurance The Company may, in the discretion of the Managing Members, purchase and maintain directors' and officers' liability insurance (D&O insurance) and errors and omissions insurance (E&O insurance) for the benefit of Indemnified Persons, in such amounts and with such coverage, deductibles, and terms as the Managing Members may determine. The cost of such insurance shall be a Fund-level operating e

Section 8.4 — Survival The indemnification and advancement-of-expenses obligations set forth in this Article VIII shall survive the dissolution, liquidation, and winding up of the Company and shall continue to be effective with respect to any proceeding commenced or threatened before or after such dissolution, regardless of whether such proceeding arises from acts or omissions occurring before or after the effective

ARTICLE IX — TRANSFER OF MEMBERSHIP INTERESTS

Section 9.1 — Restrictions on Transfer No Member may Transfer all or any part of such Member's Membership Interest without the prior written consent of the Managing Members (not to be unreasonably withheld, conditioned, or delayed). In the event that the transferring party is a Managing Member, such Transfer shall additionally require the prior written consent of the other Managing Member and Members holding at least

Section 9.2 — Permitted Transfers Notwithstanding the restrictions set forth in Section 9.1, a Member may Transfer all or any part of such Member's Membership Interest, without the consent otherwise required under Section 9.1, to any of the following transferees (each, a "Permitted Transferee"): (a) A trust established for the benefit of such Member or such Member's immediate family members (including such Member's s