Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Advisers Act" means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. "Affiliate" means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with, such person. For purposes o

Section 1.2 — Interpretation (a) References in this Agreement to any "Article," "Section," or "Schedule" shall, unless otherwise specified, be references to such Article or Section of, or Schedule to, this Agreement. (b) The words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (c

ARTICLE II — APPOINTMENT AND EXCLUSIVITY

Section 2.1 — Appointment The General Partner hereby appoints and engages the Placement Agent as the exclusive global placement agent for the Offering, on the terms and conditions set forth in this Agreement. The Placement Agent hereby accepts such appointment and engagement and agrees to use commercially reasonable efforts to identify, solicit, introduce, and refer prospective investors to the Fund during the Term.

Section 2.2 — Scope of Exclusivity (a) The Placement Agent's exclusivity under this Agreement extends to all geographies worldwide and to all categories of prospective investors, including institutional investors, family offices, high-net-worth individuals, sovereign wealth funds, endowments, foundations, pension funds, insurance companies, and fund-of-funds, subject only to the carve-out for Excluded Investors as se

Section 2.3 — Excluded Investors (a) Schedule A to this Agreement shall set forth a list of specific Excluded Investors, as mutually agreed by the Parties prior to the commencement of marketing activities, which is targeted for August 1, 2026. The Parties shall negotiate the contents of Schedule A in good faith and shall use commercially reasonable efforts to finalize Schedule A by such date. (b) Either Party may pro

Section 2.4 — Non-Solicitation of Existing Relationships; Attribution Procedures (a) In order to determine whether a prospective investor constitutes a sagebrush-Sourced Commitment or an Excluded Investor, the following procedures shall apply: (i) The Placement Agent shall provide the General Partner with a written introduction notice (each, an "Introduction Notice") promptly, and in any event within five (5) busines

ARTICLE III — DUTIES AND OBLIGATIONS OF THE PLACEMENT AGENT

Section 3.1 — Marketing and Solicitation (a) The Placement Agent shall, during the Term, use commercially reasonable efforts to identify, contact, and solicit prospective investors for the Fund, including institutional investors, family offices, high-net-worth individuals, endowments, foundations, pension funds, insurance companies, sovereign wealth funds, and fund-of-funds. (b) The Placement Agent shall arrange and

Section 3.2 — Use of Fund Documents (a) The Placement Agent shall use only the Fund Documents and such supplemental marketing materials as have been expressly approved in writing by the General Partner (or by Calderwood & Harkness LLP on behalf of the General Partner) in connection with the marketing and solicitation of prospective investors. The Placement Agent shall not modify, alter, or supplement the Fund Documen

Section 3.3 — Subscription Process (a) The Placement Agent shall assist prospective investors in completing Subscription Agreements, investor questionnaires, and such other documentation as may be required in connection with a subscription for limited partnership interests in the Fund. (b) All completed Subscription Agreements and related documentation shall be submitted directly to the General Partner (or, if direct

Section 3.4 — Compliance with Applicable Law (a) The Placement Agent shall conduct all marketing and solicitation activities in connection with the Offering in compliance with all applicable federal and state securities laws, including the Securities Act and the Exchange Act, all applicable FINRA rules and regulations, and all other applicable laws, rules, and regulations. (b) The Placement Agent shall not offer or s

Section 3.5 — No Authority to Bind The Placement Agent is engaged hereunder as an independent contractor and not as an employee, partner, or agent (except to the limited extent expressly set forth in Section 2.1) of the General Partner, the Fund, the Management Company, or any of their respective Affiliates. The Placement Agent has no authority to make or enter into any agreement, commitment, or obligation that is bi

Section 3.6 — Coordination with General Partner (a) The Placement Agent shall coordinate its marketing and solicitation efforts with the General Partner and the Management Company on a regular basis to avoid duplicative investor contacts, to ensure consistent messaging to prospective investors, and to comply with all applicable regulatory requirements. The Parties shall hold standing coordination calls no less freque

ARTICLE IV — PLACEMENT FEE AND RETAINER

Section 4.1 — Placement Fee (a) In consideration of the Placement Agent's services under this Agreement, the General Partner (or the Management Company on behalf of the General Partner) shall pay the Placement Agent a placement fee equal to one and one-half percent (1.50%) of all sagebrush-Sourced Commitments (the "Placement Fee"). (b) The Placement Fee shall be calculated based on the aggregate capital commitment of

Section 4.2 — Payment Timing (a) The Placement Fee with respect to each sagebrush-Sourced Commitment shall be payable within ten (10) business days following the applicable Closing at which such investor is admitted to the Fund as a Limited Partner. (b) For investors admitted at subsequent Closings (including investors who increase their Commitments at a subsequent Closing), the Placement Fee on the incremental Commi

Section 4.3 — Placement Fee Offset (a) One hundred percent (100%) of all Placement Fees paid to the Placement Agent under this Agreement shall be offset against the Management Fee otherwise payable by the Fund to the Management Company, as provided in the LPA and the limited liability company agreement of the Management Company (the "Management Company LLC Agreement"). The General Partner shall ensure that the LPA an

Section 4.4 — Retainer (a) Upon execution of this Agreement, the General Partner shall pay the Placement Agent a non-refundable retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Retainer"). The Retainer shall be payable by wire transfer of immediately available funds to the account designated by the Placement Agent on Schedule D hereto, with payment due within five (5) business days of the

Section 4.5 — No Fees on Excluded Investors or GP Commitment No Placement Fee or other compensation shall be payable to the Placement Agent with respect to (a) Commitments from Excluded Investors listed on Schedule A, (b) the GP Commitment, or (c) any Commitment from the Placement Agent or its Affiliates, if any. For the avoidance of doubt, the Placement Agent shall be under no obligation to invest in the Fund.

Section 4.6 — Tail Provision (a) If, following the termination of this Agreement for any reason (whether by the General Partner, the Placement Agent, or by operation of the terms hereof), any investor that was (i) identified, contacted, introduced, or referred to the Fund by the Placement Agent during the Term, or (ii) with whom the Placement Agent had substantive discussions regarding the Fund during the Term, makes

Section 4.7 — Expenses (a) Except as otherwise expressly provided in this Section 4.7, each Party shall bear its own costs and expenses incurred in connection with this Agreement and the Offering, including the fees and expenses of its respective legal counsel. (b) The General Partner shall reimburse the Placement Agent for pre-approved, reasonable, documented out-of-pocket expenses incurred by the Placement Agent in

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE PLACEMENT AGENT The Placement Agent hereby represents and warrants to the General Partner, as of the Effective Date and as of each Closing during the Term, as follows:

Section 5.1 — Organization and Authority (a) sagebrush Capital Partners LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) sagebrush has full limited liability company power and authority to enter into, execute, and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreem

Section 5.2 — Broker-Dealer Registration (a) sagebrush is duly registered as a broker-dealer with the SEC under Section 15 of the Exchange Act and is a member in good standing of FINRA, CRD No. 298714. (b) sagebrush's broker-dealer registration has not been suspended, revoked, or otherwise terminated, and no proceedings are pending or, to sagebrush's knowledge, threatened by the SEC, FINRA, any state securities autho

Section 5.3 — Compliance History (a) No disciplinary actions, enforcement proceedings, regulatory sanctions, or customer complaints or arbitration claims that would materially affect sagebrush's ability to perform its obligations under this Agreement are pending or, to sagebrush's knowledge, threatened by the SEC, FINRA, any state securities authority, or any other regulatory body. (b) sagebrush's Form BD and all rel

Section 5.4 — Qualified Personnel All individuals engaged by the Placement Agent in connection with the Offering are, and shall during the Term remain, duly registered and qualified representatives of sagebrush under applicable FINRA rules, holding such licenses and registrations (including, as applicable, Series 7, Series 63, and/or Series 82 registrations) as are required for the performance of their respective dut

Section 5.5 — Anti-Bribery and Anti-Corruption (a) sagebrush has not, and shall not, directly or indirectly, pay, offer, give, promise, or authorize the payment of any bribe, kickback, gratuity, or other improper payment to any government official, political party, political candidate, or other person in connection with the Offering, in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended ("FCPA"),

Section 5.6 — Pay-to-Play Compliance (a) sagebrush has implemented and maintains policies and procedures reasonably designed to ensure compliance with SEC Rule 206(4)-5 under the Advisers Act (the "Pay-to-Play Rule") and MSRB Rule G-37, to the extent applicable to sagebrush's activities hereunder. (b) Neither sagebrush nor any of its "covered associates" (as defined in Rule 206(4)-5) has made any "contribution" (as d

Section 5.7 — AML/OFAC (a) sagebrush maintains anti-money laundering policies and procedures in accordance with the Bank Secrecy Act, the USA PATRIOT Act, and applicable FINRA rules, including FINRA Rule 3310. Sagebrush has designated an anti-money laundering compliance officer and has implemented a customer identification program as required by applicable law and FINRA rules. (b) Neither sagebrush nor any of its pri

Section 5.8 — No Conflicts The execution, delivery, and performance of this Agreement by sagebrush does not and will not (a) conflict with or result in a violation of sagebrush's certificate of formation, limited liability company agreement, or other organizational documents, (b) conflict with, result in a breach of, or constitute a default under any material agreement, contract, or instrument to which sagebrush is a

Section 5.9 — Litigation No material litigation, arbitration, regulatory proceeding, or governmental investigation is pending or, to sagebrush's knowledge, threatened against sagebrush or any of its principals or associated persons that would (a) materially impair sagebrush's ability to perform its obligations under this Agreement, (b) question the validity or enforceability of this Agreement, or (c) result in a mate

ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER The General Partner hereby represents and warrants to the Placement Agent, as of the Effective Date and as of each Closing during the Term, as follows:

Section 6.1 — Organization and Authority (a) Cobalt Life Sciences GP I, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) The General Partner has full limited liability company power and authority to enter into, execute, and deliver this Agreement and to perform its obligations hereunder, including the authority to engage the Placeme

Section 6.2 — Fund Documents (a) The Fund Documents, as prepared by or on behalf of the General Partner and provided to the Placement Agent, will not, when delivered to prospective investors, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (b) The General Partner

Section 6.3 — Regulatory Status (a) Cobalt Ventures LP is registered with the SEC as an Exempt Reporting Adviser ("ERA") under Section 203(m) of the Advisers Act, Form ADV filed, SEC File No. 802-11934. The Sponsor's Form ADV is current, accurate, and complete in all material respects. (b) The General Partner and its Affiliates are in material compliance with all applicable provisions of the Advisers Act and the rule

Section 6.4 — Offering Exemption The offering and sale of limited partnership interests in the Fund will be conducted in reliance on one or more exemptions from registration under the Securities Act, including the exemptions set forth in Regulation D, Rule 506(b) or Rule 506(c), promulgated under the Securities Act, and applicable state securities laws. The General Partner shall take all actions reasonably necessary

Section 6.5 — No Conflicts The execution, delivery, and performance of this Agreement by the General Partner does not and will not (a) conflict with or result in a violation of the General Partner's certificate of formation, limited liability company agreement, or other organizational documents, (b) conflict with, result in a breach of, or constitute a default under the LPA or any other material agreement, contract,

Section 6.6 — AML/OFAC The General Partner has adopted anti-money laundering and know-your-customer ("KYC") procedures, coordinated with the Fund Administrator, Halcyon Fund Services, Inc., and has implemented OFAC screening procedures for all prospective investors to the Fund. The General Partner shall maintain such procedures throughout the Term and shall cooperate with the Placement Agent in ensuring compliance wi

Section 7.1 — Mutual Covenants (a) Each Party shall cooperate in good faith and use commercially reasonable efforts to effectuate the Offering and to achieve the Fund's target fund size. (b) Each Party shall promptly notify the other Party in writing of any event, circumstance, or development that could reasonably be expected to have a material adverse effect on the Offering or on such Party's ability to perform its

Section 7.2 — Placement Agent Covenants The Placement Agent hereby covenants and agrees as follows: (a) Non-Compete. During the Term, the Placement Agent shall not market, solicit, or act as a placement agent, finder, or intermediary on behalf of any other life-sciences-focused venture capital, growth equity, or buyout fund that is competitive with the Fund, without the prior written consent of the General Partner. F

Section 7.3 — General Partner Covenants The General Partner hereby covenants and agrees as follows: (a) Access to Fund Documents and Principals. The General Partner shall provide the Placement Agent with timely access to Fund Documents, due diligence materials, data room contents, and other information reasonably requested by the Placement Agent in connection with the Offering. The General Partner shall make its prin

Section 7.4 — Disclosure of Placement Agent Engagement (a) The engagement of the Placement Agent and the payment of Placement Fees shall be disclosed in the PPM and the Fund Documents in accordance with applicable law, SEC guidance, and industry best practices. The General Partner shall include in the PPM a description of the material terms of this Agreement, including the identity of the Placement Agent, the Placeme

Section 7.5 — Regulatory Filings (a) The Placement Agent shall be responsible for all filings required to be made by the Placement Agent with FINRA in connection with its engagement hereunder, including any filings required under FINRA Rule 5110 (Corporate Financing Rule) or any successor rule. (b) The General Partner shall be responsible for all SEC Form D filings and state blue sky notice filings required in connec

Section 7.6 — Confidentiality (a) Each Party shall maintain the confidentiality of all non-public, proprietary, or confidential information received from the other Party in connection with this Agreement and the Offering (collectively, "Confidential Information"). Without limiting the foregoing, Confidential Information shall include the terms of this Agreement, the Fund Documents (prior to distribution to prospectiv

Section 7.7 — Data Protection The Placement Agent shall comply with all applicable data protection and privacy laws and regulations in connection with the collection, use, storage, transfer, and processing of personal data and prospective investor information obtained in connection with the Offering, including the California Consumer Privacy Act ("CCPA"), the General Data Protection Regulation ("GDPR") (to the extent

ARTICLE VIII — TERM AND TERMINATION

Section 8.1 — Term This Agreement shall become effective upon execution by both Parties on the Effective Date and shall continue in full force and effect until the earlier of (a) the date of the Final Close (targeted for May 15, 2027) and (b) the effective date of termination of this Agreement in accordance with this Article VIII (the "Term").

Section 8.2 — Termination by the General Partner The General Partner may terminate this Agreement as follows: (a) For Cause. The General Partner may terminate this Agreement immediately upon written notice to the Placement Agent if the Placement Agent: (i) commits a material breach of any representation, warranty, covenant, or other obligation under this Agreement, and such breach is not cured within thirty (30) days

Section 8.3 — Termination by the Placement Agent The Placement Agent may terminate this Agreement as follows: (a) For Cause. The Placement Agent may terminate this Agreement immediately upon written notice to the General Partner if the General Partner: (i) commits a material breach of any representation, warranty, covenant, or other obligation under this Agreement, and such breach is not cured within thirty (30) days