Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq., as amended from time to time. "Affiliate" means, with respect to any Person, (a) any other Person directly or indirectly controlling, controlled by, or under common control with such Person, and (b) without limiting the foreg

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Company shall be formed as a Delaware limited liability company upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware in accordance with the Act. The authorized person executing the Certificate of Formation on behalf of the Company shall be Dr. Marcus Yeung. The registered agent of the Company in the State of Delaware shall be Hollowell Techno

Section 2.2 — Name The name of the Company is "Cobalt Life Sciences Management I, LLC." The Company may conduct business under such name or under any other trade name or assumed name as may be approved from time to time by the Managing Members. The Managing Members shall have the authority to file any certificates or statements required under applicable law in connection with the use of any such trade name or assumed

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 at such other location as the Managing Members may determine from time to time. The Managing Members shall give prompt written notice to all Members of any change in the location of the principal office.

Section 2.4 — Registered Office and Registered Agent The registered office of the Company in the State of Delaware shall be at 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent of the Company for service of process at such address shall be Hollowell Technologies. The Managing Members may change the registered office and registered agent of the Company from time to time by filing the appropriate

Section 2.5 — Purpose The purpose of the Company is: (a) to serve as the management company for the Fund and to provide investment management, advisory, and administrative services to the Fund and to Cobalt and its Affiliates; (b) to employ (or engage as independent contractors) investment professionals and support personnel who provide services to the Fund and to Cobalt and its Affiliates; (c) to receive the Managem

Section 2.6 — Term The Company shall commence upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware and shall continue in existence in perpetuity until dissolved in accordance with Article X hereof or the Act. The term of the Company is not contractually tied to the term of the Fund; however, the Company is expected to operate for the duration of the Fund Term, which is

Section 2.7 — Qualification in Other Jurisdictions The Managing Members shall cause the Company to qualify to do business as a foreign limited liability company in the State of California and in any other state or jurisdiction in which the nature of the Company's activities or the location of its properties requires such qualification, including potentially the States of Oregon, Connecticut, and Massachusetts based o

ARTICLE III — MEMBERS; MEMBERSHIP INTERESTS

Section 3.1 — Members The initial Members of the Company are: (a) Dr. Marcus Yeung — Co-Founder and Managing Partner of Cobalt Ventures LP; and (b) Priya Dasgupta — Co-Founder and Managing Partner of Cobalt Ventures LP. The names, addresses, Membership Interests, and initial Capital Contributions of the initial Members are set forth on Schedule A attached hereto. Additional Members may be admitted to the Company from

Section 3.2 — Membership Interests The economic interests, governance rights, and other rights and obligations of each Member in the Company shall be determined by reference to such Member's Membership Interest, as set forth on Schedule A hereto, as the same may be updated from time to time by the Managing Members to reflect the admission of additional Members, transfers of Membership Interests, or other changes made

Section 3.3 — 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, or in such other amount as may be determined by the Managing Members. Additional Capital Contributions may be made by the Members from time to time, in such amounts and at such times as determined by the Managing Members. No Member shall be requir

Section 3.4 — No Withdrawal of Capital; No Interest No Member shall be entitled to withdraw or receive a return of all or any portion of such Member's Capital Contribution except upon the dissolution and winding up of the Company in accordance with Article X hereof or as otherwise expressly provided in this Agreement. No interest shall accrue on any Capital Contribution, and no Member shall have priority over any oth

Section 3.5 — Admission of Additional Members Additional Members may be admitted to the Company from time to time with the unanimous written consent of the Managing Members. Without limiting the foregoing, the Managing Members contemplate that Alan Whitford, Partner and Head of Research at Cobalt, may be admitted as an additional Member of the Company at a time and upon terms to be determined by the Managing Members.

ARTICLE IV — MANAGEMENT AND OPERATIONS

Section 4.1 — Management by Managing Members The business and affairs of the Company shall be managed by the Managing Members. The Managing Members of the Company are Dr. Marcus Yeung and Priya Dasgupta. Except as otherwise expressly provided in this Agreement, all decisions requiring the approval of the Managing Members shall require the affirmative consent of both Managing Members. The Managing Members shall have f

Section 4.2 — Officers The Managing Members may from time to time appoint one or more officers of the Company, with such titles, duties, and authority as the Managing Members may determine. Initial officers may include, without limitation, a Chief Financial Officer and a Chief Compliance Officer. Each officer shall serve at the pleasure of the Managing Members and may be removed by the Managing Members at any time wi

Section 4.3 — Employment of Investment Professionals The Company shall employ (or engage as independent contractors, as the Managing Members may determine appropriate) the investment professionals who provide investment management, research, due diligence, and portfolio monitoring services to the Fund. The key investment professionals of the Company include the following individuals: (a) Dr. Marcus Yeung — Co-Founder

Section 4.4 — Management Agreement The Company shall enter into a Management Agreement with the Fund and the General Partner, pursuant to which the Company shall agree to provide investment management, advisory, and administrative services to the Fund in exchange for the Management Fee. The Management Agreement shall be substantially consistent with the terms of the Partnership Agreement as they relate to the engagem

Section 4.5 — Delegation The Managing Members may delegate their authority to officers, employees, or agents of the Company as they deem necessary or appropriate for the efficient conduct of the Company's business; provided, however, that no such delegation shall relieve the Managing Members of their ultimate responsibility for the management and control of the Company's business and affairs. Any authority delegated

Section 4.6 — Standard of Care The Managing Members and each officer of the Company shall discharge their duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner such Person reasonably believes to be in the best interests of the Company. No Managing Member or officer shall be liable to the Company or any Member for any act or

Section 4.7 — Transactions with Affiliates The Company may enter into transactions, agreements, and arrangements with Cobalt, the General Partner, the Fund, the blocker Corporation, or any other Affiliate of the Company; provided that such transactions shall be on terms that are no less favorable to the Company than those that could be obtained in arm's-length transactions with unaffiliated third parties, or are appr

ARTICLE V — MANAGEMENT FEE; REVENUE; ALLOCATIONS

Section 5.1 — Management Fee Receipt The Company shall be entitled to receive the Management Fee from the Fund, as specified in the Partnership Agreement and the Management Agreement, in the following amounts: (a) During the Investment Period (five (5) years from the first closing of the Fund): two percent (2.00%) per annum of aggregate commitments to the Fund. Based on the target fund size of seven hundred fifty mil

Section 5.2 — Management Fee Offset Mechanics The Management Fee receivable by the Company shall be subject to the following offsets, each as more fully set forth in the Partnership Agreement: (a) Placement Fee Offset. One hundred percent (100%) of all placement fees paid or payable to sagebrush Capital Partners LLC (the "Placement Agent"), or to any other placement agent engaged in connection with the offering of in

Section 5.3 — Allocation of Revenue Among Members The net revenues of the Company (consisting of the Management Fee, after application of all offsets described in Section 5.2 and the deduction of all Company expenses described in Article VI) shall be allocated among the Members in proportion to their respective Membership Interests as set forth on Schedule A, unless the Managing Members, in their sole discretion, det

Section 5.4 — Other Revenue In addition to the Management Fee, the Company may receive other income from time to time, including interest earned on cash balances maintained in the Company's bank and investment accounts, reimbursements from the Fund or the General Partner for expenses properly chargeable to the Fund, and any other amounts payable to the Company. All such revenue shall be allocated among the Members in

ARTICLE VI — EXPENSES; ORGANIZATIONAL EXPENSE OBLIGATIONS

Section 6.1 — Organizational Expenses The Fund shall bear Organizational Expenses incurred in connection with the organization and formation of the Fund, the General Partner, the Company, and any related vehicles (including the blocker Corporation, if formed), up to the Organizational Expense Cap of one million five hundred thousand dollars ($1,500,000). Such expenses include, without limitation, legal fees for struc

Section 6.2 — Operating Expenses Borne by the Company The Company shall bear the following expenses from its Management Fee revenue and other revenues, all of which shall be considered operating expenses of the management company and shall not be charged to the Fund: (a) compensation, salaries, bonuses, benefits, payroll taxes, and all other employment-related costs for all employees of the Company, including investm

Section 6.3 — Fund-Level Operating Expenses (Not Borne by Company) For the avoidance of doubt, the following expenses are borne by the Fund (and not by the Company) as specified in the Partnership Agreement, and shall be charged directly to the Fund and paid from the Fund's assets: (a) audit fees payable to Whitfield & Pratt LLP (Maria Sandoval, Partner), the Fund's independent auditor; (b) tax preparation and compli

Section 6.4 — Broken-Deal Expenses Broken-deal expenses (i.e., expenses incurred in connection with potential investments of the Fund that are not consummated, including legal fees, due diligence costs, accounting fees, and other out-of-pocket expenses) shall be borne by the Fund to the extent not reimbursed by a target company, subject to a per-deal cap of five hundred thousand dollars ($500,000) as specified in the

Section 7.1 — Distributions Generally The Managing Members, in their sole and absolute discretion, shall determine the timing and amount of distributions to be made by the Company to the Members. Distributions shall be made from the available cash of the Company after payment of, or reasonable provision for, all Company expenses, obligations, and liabilities, and after establishing such reserves as the Managing Membe

Section 7.2 — Tax Distributions Notwithstanding Section 7.1, the Company shall make tax distributions to the Members in amounts sufficient to cover each Member's estimated federal and state income tax liability attributable to such Member's allocable share of the Company's taxable income for each Fiscal Year. Such tax distributions shall be calculated based on the highest combined marginal federal and applicable stat

Section 7.3 — Priority of Distributions Except as otherwise provided in Section 7.2 (with respect to tax distributions) and Section 10.2 (with respect to distributions upon liquidation), all distributions by the Company to the Members shall be made in proportion to the Members' respective Membership Interests as set forth on Schedule A, unless the Managing Members, in their sole discretion, determine that a different

Section 8.1 — Tax Classification The Company shall be classified as a partnership for United States federal income tax purposes in any Fiscal Year in which the Company has more than one Member, or as a disregarded entity (within the meaning of Treasury Regulation §301.7701-3) in any Fiscal Year in which the Company has only a single Member. The Company shall not file an election on IRS Form 8832 (or any successor for

Section 8.2 — Tax Returns and Information The Company shall cause to be prepared and timely filed all required federal, state, and local tax returns, reports, and information statements. The preparation of such returns shall be coordinated with Greystone Tax Advisors LLC (Kenneth Liu, Managing Director, 44 Montgomery Street, Suite 3100, San Francisco, California 94104), or such other tax advisor as the Managing Membe

Section 8.3 — Partnership Representative Dr. Marcus Yeung shall serve as the initial partnership representative (or "tax matters partner") of the Company under IRC §6223, and shall have full authority to act on behalf of the Company in connection with any administrative adjustment request, any partnership-level audit, any tax proceeding, and any other matter arising under the centralized partnership audit procedures

Section 8.4 — IRC §1061 Compliance To the extent that any amounts allocated or distributable to the Members constitute, or are derived from, "applicable partnership interests" within the meaning of IRC §1061, the Company shall maintain records and information necessary to comply with the three (3)-year holding period requirements for long-term capital gains treatment of carried interest income under IRC §1061 and the

Section 8.5 — State Tax Nexus The Company acknowledges that it may have income tax filing obligations and other tax obligations in multiple jurisdictions, including the State of Delaware (as the state of formation), the State of California (as the state in which the Company's principal office is located and where it conducts its primary operations), and potentially the States of Oregon, Connecticut, and Massachusetts

Section 8.6 — Allocations For each Fiscal Year (or other applicable taxable period), the items of income, gain, loss, deduction, and credit of the Company shall be allocated among the Members in accordance with their respective Membership Interests, subject to any mandatory allocation requirements of the Code and the Treasury Regulations, including the provisions of IRC §§704(b) and 704(c) and the Treasury Regulation

ARTICLE IX — INDEMNIFICATION AND EXCULPATION

Section 9.1 — Indemnification The Company shall, to the fullest extent permitted by the Act, indemnify and hold harmless each Member, Managing Member, officer, employee, and agent of the Company, and each of their respective Affiliates, partners, members, shareholders, directors, officers, employees, agents, heirs, executors, administrators, successors, and assigns (each, an "Indemnified Person"), from and against an

Section 9.2 — Exculpation No Indemnified Person shall be liable to the Company or to any Member for any loss, damage, liability, or expense (including diminution in value) incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company; provided, however, that such act or omission

Section 9.3 — Insurance The Company may purchase and maintain insurance, at the expense of the Company or the Fund (as set forth in the Partnership Agreement), on behalf of the Managing Members, officers, employees, and agents of the Company against any liability asserted against them or incurred by them in their respective capacities with the Company, whether or not the Company would have the power to indemnify them

ARTICLE X — DISSOLUTION AND WINDING UP

Section 10.1 — Events of Dissolution The Company shall be dissolved upon the earliest to occur of any of the following events: (a) the unanimous written consent of all Members; (b) the entry of a decree of judicial dissolution of the Company under the Act; (c) the termination of the Fund and the completion of all wind-down activities under the Partnership Agreement, including the final distribution of all Fund assets

Section 10.2 — Winding Up Upon the dissolution of the Company, the Managing Members (or, if no Managing Member is then serving, a liquidating trustee designated by the Members or appointed by a court of competent jurisdiction) shall proceed to wind up the affairs of the Company. During the winding-up period, the Managing Members (or liquidating trustee) shall discharge the Company's obligations, collect the Company's

Section 10.3 — Certificate of Cancellation Upon the completion of the winding up and final distribution of the Company's assets, the Managing Members (or liquidating trustee) shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and shall take all such other actions as may be necessary or appropriate to terminate the existence of the Company in all jurisdictions in which it is

ARTICLE XI — TRANSFER OF MEMBERSHIP INTERESTS

Section 11.1 — Restrictions on Transfer No Member may sell, assign, transfer, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its Membership Interest (whether voluntarily or by operation of law) without the prior written consent of the Managing Members, which consent may be granted or withheld in the Managing Members' sole and absolute discretion. Any purported transfer of a Membership In

Section 11.2 — Conditions to Transfer As a condition to any permitted transfer of a Membership Interest, the transferee shall (a) execute and deliver a joinder or counterpart to this Agreement in form and substance satisfactory to the Managing Members, agreeing to be bound by all of the terms and conditions of this Agreement as a Member, (b) provide such representations, warranties, and covenants as the Managing Memb

Section 11.3 — Estate Planning Transfers Notwithstanding Section 11.1, a Member may transfer all or any portion of such Member's Membership Interest for estate planning purposes to one or more family trusts, family limited partnerships, or similar estate planning vehicles established for the benefit of such Member or such Member's spouse, descendants, or other family members, without the prior written consent of the

ARTICLE XII — BOOKS AND RECORDS; REPORTING

Section 12.1 — Books and Records The Company shall maintain complete and accurate books and records reflecting the financial condition, business operations, and affairs of the Company. Such books and records shall be maintained at the Company's principal office at 3400 Sand Hill Road, Suite 220, Menlo Park, California 94025, or at such other location as the Managing Members may determine. The books of the Company sha

Section 12.2 — Access Each Member shall have the right, upon reasonable notice and during normal business hours, to inspect and copy the Company's books and records, including the Company's financial statements, tax returns, and other documents. The Managing Members may impose reasonable limitations on such access rights to protect the confidentiality of sensitive information, provided that no Member shall be unreaso

Section 12.3 — Financial Reporting The Managing Members shall cause to be prepared and distributed to each Member: (a) annual unaudited financial statements of the Company, including a balance sheet, statement of operations, and statement of cash flows, within one hundred twenty (120) days after the end of each Fiscal Year; and (b) tax information, including Schedule K-1 (IRS Form 1065) or other applicable tax inform