Contract analysis

I. IMPORTANT NOTICES AND DISCLAIMERS A. Confidentiality This Confidential Private Placement Memorandum (this "Memorandum") is being furnished on a confidential basis solely to selected prospective investors for the purpose of evaluating an investment in Cobalt Life Sciences Opportunities Fund I, LP (the "Fund"). By accepting delivery of this Memorandum, each prospective investor agrees that it will not reproduce, dis

II. SUMMARY OF PRINCIPAL TERMS The following is a summary of the principal terms of the Fund. This summary is qualified in its entirety by, and should be read in conjunction with, the LPA, which sets forth the complete terms and conditions governing the Fund. Capitalized terms used but not otherwise defined in this summary have the meanings ascribed to them in the LPA. A. The Fund The Fund is being organized as a Del

I. Management Fee During the Investment Period: The Management Company will receive a management fee equal to 2.00% per annum 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 during the Investment Period would be $15,000,000. Post-Investment Period: Following the expiration or termination of th

V. Governing Law The Fund, the LPA, and all matters arising out of or relating to the Fund and the Interests will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

III. THE GENERAL PARTNER, THE MANAGEMENT COMPANY, AND KEY PRINCIPALS A. Cobalt Ventures LP — Firm Overview Cobalt Ventures LP (the "Sponsor") is a life-sciences-focused investment firm founded in 2018 by Dr. Marcus Yeung and Priya Dasgupta. The firm is headquartered at 3400 Sand Hill Road, Suite 220, Menlo Park, California 94025, and is organized as a Delaware limited partnership (DE LP File No. 7824931; CA SOS File

IV. INVESTMENT STRATEGY AND OBJECTIVE A. Investment Objective The Fund's primary investment objective is to generate superior risk-adjusted returns for its investors through control and significant-minority investments in life-sciences companies positioned at critical inflection points. These inflection points include, but are not limited to, clinical proof-of-concept milestones (e.g., positive Phase II data), key re

1. Clinical-Stage Therapeutics The Fund will target investments in clinical-stage therapeutic companies with Phase II and later-stage drug development programs. The General Partner will prioritize companies with clinical data supporting proof-of-concept for their lead therapeutic candidates, particularly in the following therapeutic areas: Oncology: The Fund will seek investments in companies developing novel oncolog

2. Medical Devices The Fund will invest in medical device companies with products that have received, or are expected to receive, clearance or approval from the FDA through either the 510(k) clearance pathway or the premarket approval (PMA) pathway. The General Partner will focus on companies operating in high-growth specialties, including: Robotic Surgery: Companies developing or commercializing robotic surgical pla

3. Platform Biotechnology The Fund will invest in biotechnology platform companies — companies whose core technology enables the discovery, development, or manufacture of multiple products across therapeutic areas or modalities. Platform investments are expected to offer both diversification benefits and significant upside potential, as a single platform can generate multiple product candidates, partnerships, and rev

V. FUND ECONOMICS — DETAILED DISCUSSION A. Management Fee

1. Investment Period (5 Years from First Close) During the Investment Period, the Management Company will receive a management fee equal to 2.00% per annum 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 during the Investment Period would be $15,000,000, resulting in aggregate management fees

2. Post-Investment Period Following the expiration or termination of the Investment Period, the Management Company will receive a management fee equal to 2.00% per annum of invested capital, payable quarterly in advance on the first business day of each calendar quarter. "Invested capital" means the aggregate amount of capital contributions actually invested in portfolio companies (including follow-on investments), n

1. Rate and Structure The General Partner will be entitled to a carried interest allocation equal to twenty percent (20%) of net profits of the Fund, calculated on a whole-fund (European waterfall) basis. The carried interest is subject to a Preferred Return of eight percent (8%) per annum, compounded annually, and a one hundred percent (100%) GP Catch-Up, as described below.

2. Waterfall (European / Whole-Fund Waterfall) All distributions of net proceeds from the Fund will be made in accordance with the following distribution waterfall: Step 1 — Return of Contributed Capital. First, 100% to the Limited Partners and the General Partner (pro rata based on their respective capital contributions), until each partner has received cumulative distributions equal to the aggregate amount of its c

3. Carry Escrow Thirty percent (30%) of all carried interest distributions to the General Partner will be deposited into the Carry Escrow and held until the final wind-down and liquidation of the Fund. Amounts held in the Carry Escrow will be invested in short-term U.S. Treasury obligations or money market funds, and interest earned thereon will be for the account of the General Partner. The Carry Escrow will be main

4. Clawback. In the event that the Carry Escrow is insufficient to cover the excess described above, the General Partner and each of the principals (Dr. Marcus Yeung, Priya Dasgupta, and Alan Whitford) will be jointly and severally obligated to return such excess to the Fund (the "Clawback"). The Clawback obligation will be calculated net of taxes actually paid (or payable) by the General Partner and the principals o