Contract analysis

Article 1: Subscription and Commitment

Section 1.1 — Subscription The undersigned subscriber (the "Subscriber") hereby irrevocably subscribes for a limited partnership interest (an "Interest") in Cobalt Life Sciences Opportunities Fund I, LP, a Delaware limited partnership (the "Partnership" or the "Fund"). By executing this Subscription Agreement, the Subscriber commits to contribute to the capital of the Partnership the amount set forth on the signature

Section 1.2 — Capital Contributions The Subscriber agrees to fund drawdowns of its Capital Commitment in accordance with capital calls (each, a "Capital Call") issued by the General Partner pursuant to the terms and conditions of the Partnership Agreement. Capital Calls shall require not less than ten (10) business days' prior written notice (or such other notice period as may be set forth in the Partnership Agreemen

Section 1.3 — Closings The General Partner anticipates an initial closing (the "First Close") on or about November 15, 2026, subject to the receipt of aggregate Capital Commitments of not less than Two Hundred Fifty Million Dollars ($250,000,000). The General Partner may, in its sole discretion, extend the anticipated date of the First Close or reduce the First Close Minimum. Subsequent closings (each, a "Subsequent

Section 1.4 — Acceptance or Rejection The General Partner reserves the right, in its sole and absolute discretion, to accept or reject this subscription, in whole or in part, for any reason or for no reason whatsoever. No subscription shall be binding upon the Partnership or the General Partner until this Subscription Agreement has been countersigned by an authorized signatory of the General Partner, and the Subscrib

Section 1.5 — Integration with Partnership Agreement Upon acceptance of the Subscriber's subscription by the General Partner, this Subscription Agreement and the Investor Questionnaire (Part II hereof), together with any attachments, exhibits, schedules, and supplements hereto, shall be deemed to be a part of the Partnership Agreement as if fully set forth therein. The Subscriber shall become a limited partner of the

Article 2: Representations and Warranties of the Subscriber The Subscriber hereby represents and warrants to the Partnership and the General Partner, as of the date hereof and as of each date on which such representations and warranties are deemed to be repeated pursuant to Section 2.15, as follows:

Section 2.1 — Organization and Authority (a) If the Subscriber is an entity (including, without limitation, a corporation, partnership, limited liability company, trust, foundation, endowment, or other legal entity), the Subscriber is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization. The Subscriber has full power and authority under its organizational docum

Section 2.2 — No Violation The execution, delivery, and performance of this Subscription Agreement by the Subscriber, and the consummation of the transactions contemplated hereby, will not (a) violate any provision of the Subscriber's organizational documents (if the Subscriber is an entity), (b) result in a breach of or constitute a default under any agreement, instrument, order, judgment, decree, statute, rule, reg

Section 2.3 — Accredited Investor Status The Subscriber represents and warrants that it is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Subscriber has completed the applicable portion of Section B of the Investor Questionnaire (Part II hereof) setting forth the specific basis or bases upon which the

Section 2.4 — Qualified Purchaser Status The Subscriber represents and warrants that it is a "qualified purchaser" as that term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and Rule 2a51-1 promulgated thereunder. The Subscriber acknowledges that the Fund intends to rely on the exclusion from registration as an "investment company" under Section 3(c)(

Section 2.5 — Qualified Client Status The Subscriber represents and warrants that it is a "qualified client" as that term is defined in Rule 205-3 promulgated under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Subscriber has completed the applicable portion of Section D of the Investor Questionnaire (Part II hereof) setting forth the specific basis or bases upon which the Subscriber quali

Section 2.6 — Investment Intent and Restrictions on Transfer (a) The Subscriber is acquiring the Interest for its own account (or for the account of the beneficial owner or owners identified in the Investor Questionnaire), for investment purposes only, and not with a view to distribution, resale, subdivision, or fractionalization thereof, in whole or in part, in a manner that would violate the Securities Act or any a

Section 2.7 — Access to Information (a) The Subscriber has received and carefully reviewed the Confidential Private Placement Memorandum, the Partnership Agreement (including all exhibits, schedules, and supplements thereto), and any Side Letter applicable to the Subscriber, and understands the terms and conditions of the offering described therein and herein. (b) The Subscriber has had a reasonable opportunity to as

Section 2.8 — Sophistication and Risk Acknowledgment (a) The Subscriber, either alone or together with its professional advisors (including, without limitation, investment advisors, attorneys, and accountants), has sufficient knowledge and experience in financial and business matters, and particularly in the area of private equity, venture capital, and life sciences investing, to evaluate the merits and risks of an i

Section 2.9 — Tax and Legal Advice The Subscriber has consulted, or has had the opportunity to consult, with its own independent tax, legal, and financial advisors regarding the federal, state, local, and foreign tax consequences and the legal implications of an investment in the Partnership and the acquisition, ownership, and disposition of the Interest. The Subscriber acknowledges that none of the Fund, the Partner

Section 2.10 — ERISA Representations (a) If the Subscriber is, or is acting on behalf of, (i) an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, (ii) a "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "IRC"), that is subject to Section 4975 of the IRC, or (

Section 2.11 — OFAC, AML, and Anti-Corruption Representations (a) The Subscriber represents and warrants that neither the Subscriber nor any person or entity that directly or indirectly controls, is controlled by, or is under common control with the Subscriber, nor any person or entity for whom the Subscriber is acting as agent, nominee, fiduciary, or in any similar capacity: (i) is a person or entity that is, or is

Section 2.12 — Beneficial Ownership The Subscriber has disclosed, or will disclose, in Section H of the Investor Questionnaire (Part II hereof) the identity of each individual who, directly or indirectly, exercises significant control over the Subscriber or owns twenty-five percent (25%) or more of the equity interests of the Subscriber, as required by the Financial Crimes Enforcement Network ("FinCEN") Customer Due

Section 2.13 — FOIA / Public Records The Subscriber has indicated in Section I of the Investor Questionnaire (Part II hereof) whether the Subscriber (or any entity on whose behalf the Subscriber is investing) is subject to any federal, state, or local freedom of information act ("FOIA"), public records law, open meetings law, sunshine law, or similar legislation or regulation that could require the public disclosure

Section 2.14 — No "Bad Actor" Disqualification The Subscriber represents and warrants that neither the Subscriber nor any of its directors, executive officers, general partners, managing members, or other persons serving in a similar capacity, nor any person that is a beneficial owner of twenty percent (20%) or more of the Subscriber's outstanding voting equity securities (calculated on the basis of voting power), is

Section 2.15 — Continuing Representations Each of the representations and warranties set forth in this Article 2 shall be deemed to be continuing representations and warranties made by the Subscriber for the benefit of the Partnership and the General Partner and shall be deemed to be repeated by the Subscriber (a) at the time of each Capital Call, (b) at each closing (including the First Close and any Subsequent Clos

Section 3.1 — Grant of Power of Attorney The Subscriber hereby irrevocably constitutes and appoints the General Partner, and any successor general partner of the Partnership, with full power of substitution and resubstitution, as the Subscriber's true and lawful attorney-in-fact, in the Subscriber's name, place, and stead, to make, execute, sign, acknowledge, swear to, deliver, record, and file, on behalf of the Subs

Section 4.1 — Subscriber Indemnification of the GP and Fund The Subscriber agrees to indemnify, defend, and hold harmless the Partnership, the General Partner, the Management Company (Cobalt Life Sciences Management I, LLC), and each of their respective members, partners, officers, directors, employees, agents, representatives, and affiliates (including, without limitation, Dr. Marcus Yeung, Priya Dasgupta, and Alan

Article 5: Miscellaneous Provisions

Section 5.1 — Governing Law This Subscription Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would require or permit the application of the laws of any other jurisdiction.

Section 5.2 — Entire Agreement This Subscription Agreement (including the Investor Questionnaire set forth in Part II hereof and all appendices, exhibits, and attachments hereto), together with the Partnership Agreement and any Side Letter entered into between the Subscriber and the General Partner, constitutes the entire agreement between the Subscriber, on the one hand, and the Partnership and the General Partner,

Section 5.3 — Amendments This Subscription Agreement may not be amended, modified, supplemented, or waived in any respect except by a written instrument duly executed by the General Partner and the Subscriber; provided, however, that the General Partner may amend the Investor Questionnaire or any appendix hereto to reflect changes in applicable law or regulation without the consent of the Subscriber, upon not less th

Section 5.4 — Counterparts; Electronic Signatures This Subscription Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appe

Section 5.5 — Severability If any provision of this Subscription Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the invalidity, illegality, or unenforceability of such provision shall not affect the validity, legality, or enforceability of any other provision hereof, and the remaining provisions of this Subscription Agreement shall continue

Section 5.6 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Subscription Agreement shall be in writing and shall be delivered personally, sent by overnight courier (with tracking and confirmation of delivery), sent by registered or certified mail (postage prepaid, return receipt requested), or transmitted by electronic mail (with confi

Section 5.7 — Confidentiality The Subscriber acknowledges the confidential and proprietary nature of this Subscription Agreement, the Investor Questionnaire, the PPM, the Partnership Agreement, and all information contained therein or furnished in connection therewith (collectively, "Confidential Information"). The Subscriber agrees not to disclose, and to use commercially reasonable efforts to cause its directors, o

Section 5.8 — No Third-Party Beneficiaries Nothing in this Subscription Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto (and their respective permitted successors and assigns) any rights, benefits, or remedies of any nature whatsoever under or by reason of this Subscription Agreement, except that the Indemnified Persons identified in Article 4 (Indemnificati

Section 6.1 — Subscriber Signature Page SUBSCRIBER INFORMATION AND EXECUTION Address for Notices: IN WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription Agreement and Investor Questionnaire as of the date set forth below. SUBSCRIBER: ________________________________________ (Legal Name of Subscriber) By: ________ Name: ________ Title: ________ Date: ________

Section 6.2 — Acceptance by the General Partner ACCEPTANCE OF SUBSCRIPTION The undersigned General Partner of Cobalt Life Sciences Opportunities Fund I, LP hereby accepts the subscription of the above-named Subscriber for a limited partnership interest in the Fund, subject to the terms and conditions set forth in this Subscription Agreement, the Partnership Agreement, and any applicable Side Letter. COBALT LIFE SCIEN

Section C: Qualified Purchaser Certification C.1 — Basis for Qualified Purchaser Status The Subscriber represents and warrants that it qualifies as a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and Rule 2a51-1 promulgated thereunder, on the basis of one or more of the following categories. Please check all categories that apply: • [ ] Section 2(a)(51)(A)(i)