PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP
Counsellors at Law
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| Bay Area Office: 555 California Street, Suite 3500 San Francisco, CA 94104 Tel: (415) 391-8200 | Fax: (415) 391-8201 |
www.calderwoodharkness.com
March 20, 2026
Dr. Marcus Yeung Co-Founder and Managing Partner
Priya Dasgupta Co-Founder and Managing Partner
Cobalt Ventures LP 3400 Sand Hill Road, Suite 220 Menlo Park, CA 94025
Re: Engagement of Calderwood & Harkness LLP — Structuring, Formation, and Fund-Raising for Cobalt Life Sciences Opportunities Fund I, LP
Matter Number: 1004-00002 Billing Code: 88103-CVC
Dear Dr. Yeung and Ms. Dasgupta:
Calderwood & Harkness LLP is pleased to confirm the terms of our engagement to serve as fund counsel to Cobalt Ventures LP in connection with the matters described below. We very much look forward to partnering with you and the Cobalt team on this important initiative, and we appreciate the confidence you have placed in our firm. This engagement letter (this "Letter") sets forth the terms and conditions under which Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," "we," or "us") will provide legal services to Cobalt Ventures LP ("Cobalt" or the "Client").
We ask that you review this Letter carefully and, if the terms are acceptable, execute and return a copy to us as described in Section 12 below.
1. Purpose and Introduction
Calderwood & Harkness LLP is pleased to confirm its engagement by Cobalt Ventures LP to serve as fund counsel in connection with the structuring, formation, and fund-raising for Cobalt Life Sciences Opportunities Fund I, LP (the "Fund" or "CLSO Fund I"), a proposed Delaware limited partnership. We understand that the Fund will be Cobalt's inaugural dedicated opportunistic life-sciences investment vehicle, and that Cobalt is targeting aggregate committed capital of Seven Hundred Fifty Million Dollars ($750,000,000), with a hard cap of One Billion Dollars ($1,000,000,000).
By way of background, Cobalt is a California-headquartered venture capital sponsor focused on the biotechnology and life-sciences sectors. Founded in 2018 by Dr. Marcus Yeung and Priya Dasgupta, Cobalt currently manages approximately $420 million in assets under management across two prior vintage vehicles — Cobalt Ventures Fund A, LP (vintage 2019) and Cobalt Ventures Fund B, LP (vintage 2022). The launch of CLSO Fund I represents a significant strategic milestone for the Cobalt platform, expanding the firm's investment mandate into opportunistic life-sciences investments across stage, geography, and modality.
This Letter sets forth the terms under which Calderwood & Harkness will provide legal services in connection with the structuring, formation, and fund-raising of the Fund and related entities, and it supersedes any prior oral or written understandings between the parties regarding the scope and terms of this engagement.
2. Client Identification
The Client for purposes of this engagement is Cobalt Ventures LP, a Delaware limited partnership (Delaware LP File No. 7824931; California Secretary of State File No. 202118412387; EIN: 83-2947561), with its principal place of business at 3400 Sand Hill Road, Suite 220, Menlo Park, California 94025, and its registered agent for service of process in Delaware at Hollowell Technologies, 1209 Orange Street, Wilmington, Delaware 19801.
In addition to Cobalt Ventures LP, Calderwood & Harkness's representation under this engagement extends to the following entities, each of which is to be formed in connection with the Fund:
(a) Cobalt Life Sciences Opportunities Fund I, LP — a Delaware limited partnership, to be formed, which will serve as the main investment vehicle for the Fund;
(b) Cobalt Life Sciences GP I, LLC — a Delaware limited liability company, to be formed, which will serve as the general partner of the Fund;
(c) Cobalt Life Sciences Management I, LLC — a Delaware limited liability company, to be formed, which will serve as the management company and will be party to the management agreement with the Fund; and
(d) Cobalt Life Sciences Opportunities Fund I (Blocker), Inc. — a Delaware C-Corporation, to be formed if and when determined to be necessary or advisable for purposes of establishing a taxable blocker structure for certain categories of investors, including tax-exempt and non-U.S. limited partners.
The foregoing entities are collectively referred to herein as the "Fund Entities." As formation documents are prepared and filed for each Fund Entity, such entity shall be deemed a client of the Firm under the terms of this Letter without the need for a separate engagement letter, unless the Firm and the Client agree otherwise in writing.
Important Clarification Regarding Scope of Representation. Calderwood & Harkness does not represent, and will not represent in connection with this engagement, any individual limited partner or prospective limited partner of the Fund, any placement agent engaged by the Fund (including sagebrush Capital Partners LLC), or any other third-party service provider to the Fund. Each such party should retain and rely upon its own independent legal counsel with respect to its interests in or obligations to the Fund.
3. Scope of Engagement
The scope of Calderwood & Harkness's engagement encompasses the following workstreams, each of which is described in greater detail below. To the extent the Client requests legal services that fall outside the scope described in this Section 3, such services will be provided only upon mutual written agreement and may be subject to a separate engagement letter or an amendment to this Letter.
3.1 Fund Structuring and Entity Formation
Calderwood & Harkness will advise the Client on the optimal legal and organizational structure for the Fund and will be responsible for the formation of each Fund Entity. This workstream will include the following:
(a) Structural Analysis. Analysis of fund structure alternatives, including a single-tier Delaware limited partnership, parallel fund structures (including for non-U.S. investors or investors requiring a separately managed account), blocker corporation arrangements, alternative investment vehicle ("AIV") structures, and master-feeder options. Our analysis will take into account the anticipated investor base, the Client's investment strategy, tax efficiency, regulatory considerations, and administrative complexity.
(b) Fund Structuring Memorandum. Preparation and delivery of a comprehensive Fund Structuring Memorandum setting forth Calderwood & Harkness's analysis and recommendations regarding the recommended fund architecture, including a diagram of the proposed entity structure, a summary of the principal advantages and disadvantages of each structural alternative considered, and our recommended approach. The target delivery date for the Fund Structuring Memorandum is April 30, 2026.
(c) Delaware Formation Filings. Preparation and filing of the Certificate of Limited Partnership for Cobalt Life Sciences Opportunities Fund I, LP, and the Certificates of Formation for Cobalt Life Sciences GP I, LLC and Cobalt Life Sciences Management I, LLC, with the Delaware Division of Corporations. If the blocker corporation is determined to be necessary, Calderwood & Harkness will also prepare and file the Certificate of Incorporation for Cobalt Life Sciences Opportunities Fund I (Blocker), Inc.
(d) EIN Applications. Preparation and submission of IRS Form SS-4 (Application for Employer Identification Number) for CLSO Fund I, CLSO GP I, and CLSO Management I.
(e) Registered Agent Coordination. Coordination with Hollowell Technologies, the Client's designated registered agent in Delaware, to ensure that each Fund Entity is properly set up for service of process and annual compliance filings.
3.2 Tax Structuring
Calderwood & Harkness will provide tax structuring advice in connection with the formation and operation of the Fund, including the following:
(a) Tax Structuring Memorandum. Preparation and delivery of a Tax Structuring Memorandum addressing the following topics, among others: (i) unrelated business taxable income ("UBTI") and effectively connected income ("ECI") planning for tax-exempt and non-U.S. investors; (ii) the application of IRC §1061 to carried interest allocations, including holding period analysis and the implications of the three-year holding period requirement; (iii) state income tax nexus considerations for the Fund, the general partner, and the management company, with a particular focus on Delaware, California, Oregon, Connecticut, and Massachusetts; (iv) blocker corporation structuring, including the use of a Delaware C-Corporation to mitigate UBTI and ECI for certain categories of investors; and (v) carry escrow implications, including the tax treatment of amounts held in escrow and the timing of income recognition. The target delivery date for the Tax Structuring Memorandum is April 30, 2026.
(b) Coordination with Tax Advisor. Calderwood & Harkness will coordinate with Greystone Tax Advisors LLC (Kenneth Liu, Managing Director), the Client's independent tax advisor, on all tax structuring matters. We understand that Greystone will be responsible for the preparation of the Fund's annual tax returns (Forms 1065 and Schedules K-1) and for providing ongoing tax compliance advice, and that Calderwood & Harkness's role is limited to tax structuring and tax-related provisions of the fund documents.
3.3 Fund Documentation Drafting
Calderwood & Harkness will prepare the principal fund documents for the Fund, including the following:
(a) Agreement of Limited Partnership. Drafting of the Agreement of Limited Partnership of Cobalt Life Sciences Opportunities Fund I, LP (the "LPA"), including all schedules and exhibits thereto. The first draft of the LPA is targeted for delivery on or about May 31, 2026. The LPA will address, among other things, the following key economic and governance terms:
Economic Terms:
• Management Fee: 2.00% per annum of committed capital during the investment period, stepping down to 2.00% of invested capital (or net invested capital, as determined) thereafter;
• Carried Interest: 20% of net profits, subject to the preferred return and GP catch-up described below;
• Preferred Return: 8% per annum, compounded annually;
• GP Catch-up: 100% of distributions after the preferred return has been achieved, until the general partner has received 20% of cumulative net profits;
• Carry Escrow: 30% of carried interest distributions to be held in escrow pending final liquidation of the Fund to secure the general partner's clawback obligation;
• Clawback: Standard general partner clawback obligation, net of taxes, to be triggered upon final liquidation of the Fund to the extent the general partner has received carried interest distributions in excess of amounts to which it is entitled on a cumulative basis;
• Recycling Allowance: 15% of aggregate committed capital may be recycled (i.e., proceeds from realized investments may be recalled for reinvestment during the investment period);
• Concentration Limit: No more than 15% of aggregate committed capital may be invested in any single portfolio company, measured at the time of investment;
• Organizational Expense Cap: Organizational expenses in excess of $1,500,000 shall be borne by the general partner or the management company;
• Broken-Deal Expense Cap: Broken-deal expenses in excess of $500,000 per unconsummated transaction shall be borne by the general partner or the management company.
Governance Provisions:
• Key Person Event provisions, identifying Dr. Marcus Yeung and Priya Dasgupta as key persons, with suspension of the investment period upon a key person event and reinstatement mechanics;
• Limited Partner Advisory Committee ("LPAC") provisions, including composition, authority, and procedures for the resolution of conflicts of interest;
• Removal rights, including removal of the general partner for cause and no-fault removal by a supermajority in interest of the limited partners;
• Default provisions, including the consequences of a limited partner's failure to fund a capital call;
• Excuse and exclusion provisions, permitting limited partners to be excused or excluded from particular investments under specified circumstances (e.g., legal, regulatory, or tax impediments).
Regulatory Provisions:
• ERISA compliance provisions, including the Fund's election to qualify as a "venture capital operating company" ("VCOC") under Department of Labor Regulation §2510.3-101(d), and the related covenants and operating requirements necessary to maintain VCOC status.
(b) GP LLC Agreement. Drafting of the Limited Liability Company Agreement of Cobalt Life Sciences GP I, LLC (the "GP LLC Agreement"), setting forth the rights, obligations, and economic arrangements of the members of the general partner entity.
(c) Management Company LLC Agreement. Drafting of the Limited Liability Company Agreement of Cobalt Life Sciences Management I, LLC (the "Management Company LLC Agreement"), setting forth the organizational and operational terms of the management company.
(d) Subscription Agreement and Investor Questionnaire. Preparation of the form Subscription Agreement and Investor Questionnaire to be executed by each limited partner at the time of its commitment to the Fund, including representations and warranties regarding accredited investor and qualified purchaser status, ERISA status, tax status, OFAC compliance, and beneficial ownership.
3.4 Private Placement Memorandum
Calderwood & Harkness will prepare the confidential Private Placement Memorandum (the "PPM") for the Fund. The PPM will be the principal marketing and disclosure document used in connection with the offering of limited partnership interests in the Fund to prospective investors. We anticipate delivering an outline and first draft of the PPM on or about June 30, 2026. The PPM will include, among other things, the following:
(a) An executive summary of the terms of the offering;
(b) A description of the Fund's investment strategy, investment process, and target sectors within the life-sciences space;
(c) A comprehensive discussion of risk factors associated with an investment in the Fund, including market risks, strategy-specific risks, regulatory risks, and structural risks;
(d) Regulatory disclosures, including disclosures required under applicable federal and state securities laws;
(e) Biographies of the principals and key investment professionals of Cobalt;
(f) A summary of the material U.S. federal income tax considerations applicable to an investment in the Fund, including considerations for taxable U.S. investors, tax-exempt U.S. investors, and non-U.S. investors; and
(g) Appendices containing the form of LPA and Subscription Agreement, or summaries thereof.
3.5 Placement Agent Agreement
Calderwood & Harkness will negotiate and draft the exclusive global placement agent agreement (the "Placement Agent Agreement") between the Client (or the general partner of the Fund, as applicable) and sagebrush Capital Partners LLC ("Sagebrush") (CRD No. 298714; primary contact: Jonathan Mercer, Managing Director). We understand that sagebrush will serve as the exclusive global placement agent for the Fund, subject to certain carve-outs for the Client's existing investor relationships. The principal commercial terms of the Placement Agent Agreement are expected to include the following:
(a) Placement fee of 1.50% of committed capital sourced by sagebrush from third-party investors;
(b) 100% offset of placement fees against the management fee payable by the Fund, such that placement fees are economically borne by the general partner and the management company rather than the limited partners;
(c) A retainer of $150,000, payable upon execution of the Placement Agent Agreement, to be credited against earned placement fees;
(d) A tail period of 24 months following the termination of the Placement Agent Agreement, during which sagebrush will be entitled to placement fees on commitments received from investors introduced by sagebrush during the term of the engagement.
Calderwood & Harkness will coordinate with Ashworth & Lyle LLP (Sara Phan, Partner), counsel to sagebrush, in connection with the negotiation and finalization of the Placement Agent Agreement. The target execution date for the Placement Agent Agreement is July 15, 2026. The Placement Agent Agreement will be governed by the laws of the State of New York.
3.6 Side Letter Framework
Calderwood & Harkness will prepare a Side Letter Framework Memorandum (the "Side Letter Memo") analyzing standard concessions and investor-specific terms that the Client may expect to negotiate with anticipated anchor investors and other significant limited partners. The Side Letter Memo will address, among other things, the following:
(a) Fee discounts and co-investment rights;
(b) Most favored nation ("MFN") mechanics, including the scope of MFN elections, carve-outs for certain investor-specific provisions, and the procedures for MFN notification and election;
(c) Reporting and transparency requirements;
(d) Key person and LPAC participation;
(e) Excuse and exclusion rights;
(f) Transfer and secondary market provisions; and
(g) Regulatory, tax, and ERISA-specific accommodations.
As investor commitments are received and side letter negotiations are initiated, Calderwood & Harkness will draft, negotiate, and finalize individual side letters on behalf of the Client.
3.7 Regulatory Compliance
Calderwood & Harkness will prepare and maintain a comprehensive Regulatory Compliance Checklist to track the Fund's compliance obligations throughout the formation and fund-raising process. The Regulatory Compliance Checklist will address, among other things, the following:
(a) SEC Form D Filing. Preparation and filing of SEC Form D in connection with the offering of limited partnership interests in the Fund under Regulation D of the Securities Act of 1933, as amended, under either Rule 506(b) or Rule 506(c), as determined in consultation with the Client;
(b) Blue Sky Filings. Preparation and filing of state securities notice filings (blue sky filings) in each jurisdiction in which limited partnership interests are offered or sold, as required;
(c) Form ADV Amendment / Registration Evaluation. Amendment of Cobalt's existing Form ADV filing with the Securities and Exchange Commission in connection with the Fund launch. We understand that Cobalt currently maintains Exempt Reporting Adviser status under SEC File No. 802-11934. Calderwood & Harkness, in coordination with Fielding & O'Hara PLLC (Brian Liddell, Partner), the Client's regulatory counsel for SEC investment adviser compliance, Advisers Act exemptions, and Form ADV matters, will evaluate whether the launch of CLSO Fund I and the anticipated increase in regulatory assets under management will require Cobalt to transition from Exempt Reporting Adviser status to full registration as an investment adviser under the Investment Advisers Act of 1940;
(d) ERISA/VCOC Compliance. Monitoring and advising on compliance with ERISA plan asset rules, including the maintenance of VCOC status as described in Section 3.3(a) above;
(e) OFAC/AML/KYC Requirements. Advising on the anti-money laundering, know-your-customer, and OFAC screening procedures to be implemented in connection with the acceptance of investor subscriptions; and
(f) State-Specific Notice Filings. Preparation of any additional state-specific notice filings required in connection with the Fund's activities.
Calderwood & Harkness will coordinate with Fielding & O'Hara PLLC on all matters relating to SEC investment adviser registration, Advisers Act compliance, and Form ADV filings, as Fielding & O'Hara serves as the Client's primary regulatory counsel for those matters.
3.8 Service Provider Agreements
Calderwood & Harkness will review and, where requested, negotiate the terms of agreements between the Fund Entities and third-party service providers, including the following:
(a) Fund Administrator. Review and negotiation of the fund administration agreement with Halcyon Fund Services, Inc. (Thomas Varga, Director), which will serve as the Fund's third-party fund administrator, providing NAV calculation, investor reporting, capital call and distribution processing, and related services;
(b) Independent Auditor. Review and negotiation of the engagement letter with Whitfield & Pratt LLP (Maria Sandoval, Partner), which will serve as the Fund's independent auditor and will be responsible for the annual audit of the Fund's financial statements;
(c) Insurance. Review and negotiation of the directors' and officers' liability and errors and omissions insurance policies to be procured through Vantage Risk Advisors, Inc. (Laura Benton), including analysis of coverage terms, limits, and exclusions relevant to the Fund's investment activities; and
(d) Custodian and Banking. Review and negotiation of the custodial and banking agreements with Ridgeway National Bank, N.A. (Steven Cho, Vice President – Fund Banking), including the terms of the Fund's operating accounts, capital call facility (if applicable), and custodial arrangements.
3.9 Closing Coordination
Calderwood & Harkness will manage the closing process for the Fund, including the following:
(a) Preparation and maintenance of a master Closing Checklist and Entity Formation Tracker, to be shared with the Client and updated on a regular basis throughout the formation and fund-raising process;
(b) Coordination of the execution and delivery of all closing documents, including subscription agreements, side letters, and partnership interest certificates (if applicable);
(c) Capital call coordination and preparation of funds flow documentation in connection with each closing;
(d) The following target dates have been established for the Fund's formation and fund-raising timeline:
• Marketing Commencement: August 1, 2026
• First Close (Minimum): November 15, 2026 (minimum committed capital at First Close: $250,000,000)
• Final Close: May 15, 2027
Calderwood & Harkness will work closely with the Client, the placement agent, the fund administrator, and other advisors to ensure a smooth and efficient closing process.
4. Engagement Team
The following professionals at Calderwood & Harkness will be principally responsible for this engagement:
Pamela Cross will serve as the responsible partner and primary point of contact for all aspects of this engagement. Ms. Cross has over twenty years of experience advising private fund sponsors on fund formation, structuring, and fund-raising matters across a range of strategies, including venture capital, growth equity, and life-sciences. All substantive communications regarding the engagement should be directed to Ms. Cross in the first instance.
Nicholas Stern will serve as the billing partner for the engagement and will be available to address any fee-related inquiries, billing questions, or concerns regarding the Firm's invoices.
Theresa Kim will serve as the lead associate on the engagement and will be responsible for the day-to-day drafting, coordination, and project management across all workstreams.
Owen Fischer will serve as a working associate on the engagement, supporting the drafting and research efforts across multiple workstreams.
Leonard Cross will serve as the specialist tax partner for the engagement and will be principally responsible for the Tax Structuring Memorandum and the tax-related provisions of the fund documents.
From time to time, additional attorneys, paralegals, or staff may be assigned to the engagement as the scope and pace of the work require. The Client will be notified of any material changes to the composition of the engagement team.
5. Fees and Billing Arrangements
5.1 Hourly Rates
Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at the following current standard rates for the professionals assigned to this matter:
Paralegal time, to the extent utilized, will be billed at rates ranging from $350 to $500 per hour, depending on the experience level of the paralegal. These rates are the Firm's standard rates as of January 1, 2026, and are subject to periodic adjustment, typically on an annual basis effective each January 1. The Client will be notified in writing in advance of any changes to the Firm's standard billing rates.
5.2 Fee Estimate
Based on the scope of work described in Section 3 above and our current understanding of the anticipated complexity of the Fund's structuring, formation, and fund-raising process through the First Close (currently targeted for November 15, 2026), Calderwood & Harkness estimates that total legal fees for this engagement through the First Close will be in the range of $650,000 to $850,000.
This estimate is provided solely for the Client's internal planning purposes and does not constitute a fee cap, a fixed fee, or a guarantee of the total cost of the engagement. Actual fees will depend on a number of factors, including the complexity of the Fund's structuring, the pace and duration of the fund-raising process, the number and sophistication of investor negotiations, the number and complexity of side letters, the extent of regulatory filings required, and other factors that cannot be predicted with certainty at the outset of the engagement.
The estimate set forth above does not include fees for (a) post-First Close work, including additional closings, amendments to fund documents, and ongoing operational advice; (b) the Final Close and any subsequent closings; or (c) portfolio-company-level transactional work, including investments, dispositions, or restructurings. Any such additional work will be billed on the same hourly basis and may be subject to a separate fee estimate or engagement letter at the Client's request.
5.3 Billing and Payment
Calderwood & Harkness will render invoices on a monthly basis in arrears, reflecting the professional time and expenses incurred during the preceding calendar month. Each invoice will reference Matter Number 1004-00002 and Billing Code 88103-CVC for the Client's internal tracking purposes.
Payment of invoices is due within thirty (30) days of the invoice date. The Client agrees to notify the Firm promptly of any questions or disputes regarding an invoice, and the parties will work together in good faith to resolve any such matters.
The Client may designate an alternative billing contact for purposes of receiving and processing invoices. In the absence of such designation, invoices will be directed to Dr. Marcus Yeung and Priya Dasgupta at the Client's principal place of business at 3400 Sand Hill Road, Suite 220, Menlo Park, CA 94025.
5.4 Disbursements and Expenses
In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, without limitation:
(a) Filing fees, including Delaware formation filing fees, SEC Form D filing fees, and state blue sky filing fees;
(b) Travel expenses reasonably incurred in connection with the engagement, including airfare, ground transportation, lodging, and meals, in each case in accordance with the Firm's standard travel policy;
(c) Courier, overnight delivery, and postage charges;
(d) Electronic legal research costs (e.g., Westmark Data Systems, Sundial Solutions, and comparable services);
(e) Photocopying, printing, and document production charges; and
(f) Other similar disbursements reasonably incurred in connection with the engagement.
Disbursements will be itemized on the Firm's monthly invoices and are subject to the same payment terms set forth in Section 5.3 above.
6. Conflicts of Interest
Calderwood & Harkness has conducted a conflicts check in accordance with the Firm's standard conflicts clearance procedures and, as of the date of this Letter, has identified no conflicts of interest that would preclude the Firm from undertaking this engagement in accordance with applicable rules of professional conduct.
The Client acknowledges that Calderwood & Harkness is a large, diversified law firm that represents a significant number of clients across a range industries, geographies, and legal disciplines. It is possible that the Firm currently represents, or may in the future represent, other parties in matters unrelated to this engagement that could involve entities or persons that participate in the Fund as limited partners, service providers, or counterparties, or that are otherwise active in the life-sciences sector or the investment management industry.
For the avoidance of doubt, Calderwood & Harkness does not represent sagebrush Capital Partners LLC, the Fund's placement agent, in connection with this engagement or in any other matter. Sagebrush is independently represented by Ashworth & Lyle LLP (Sara Phan, Partner).
Calderwood & Harkness does not represent any limited partner or prospective limited partner of the Fund in connection with this engagement, including, without limitation, Ironwood Public Employees' Retirement System, Northgate Endowment Management LLC, or Pinnacle Insurance Group, Inc. Each limited partner and prospective limited partner should retain and rely upon its own independent legal counsel.
The Client agrees that Calderwood & Harkness may continue to represent other clients in matters that are not substantially related to this engagement, even if such clients are or may be adverse to the Client or its affiliates in unrelated matters, provided that such representation does not create a conflict of interest that is impermissible under applicable rules of professional conduct. Nothing in this Letter shall be construed as a prospective waiver of any conflict of interest that is non-waivable under applicable professional responsibility rules.
If an actual conflict of interest arises during the course of this engagement, the Firm will promptly notify the Client and will take appropriate steps to address the conflict, which may include seeking the Client's informed written consent to continued representation, implementing appropriate information barriers within the Firm, or, where necessary, withdrawing from the engagement in whole or in part.
7. Confidentiality
Calderwood & Harkness will maintain the confidentiality of all information provided by the Client in connection with this engagement, in accordance with the applicable rules of professional conduct governing the attorney-client relationship. The Firm will not disclose confidential client information to any third party without the Client's prior authorization, except as required by law, court order, or applicable rules of professional conduct.
The Firm's obligation of confidentiality shall survive the termination or conclusion of this engagement. The Client's confidential information will continue to be protected in accordance with the Firm's policies and applicable ethical obligations regardless of whether the attorney-client relationship remains in effect.
The Client hereby authorizes Calderwood & Harkness to share confidential information relating to this engagement on a need-to-know basis with the Client's other professional advisors, including Greystone Tax Advisors LLC (Kenneth Liu, Managing Director) and Fielding & O'Hara PLLC (Brian Liddell, Partner), to the extent reasonably necessary for Calderwood & Harkness to perform the services contemplated by this engagement. The Client may expand or restrict this authorization at any time by providing written notice to the Firm.
8. Document Retention
Calderwood & Harkness will maintain files and records relating to this engagement in accordance with the Firm's document retention policy. Engagement files may be maintained in physical or electronic form, or a combination thereof, at the Firm's discretion.
At the conclusion of this engagement, the Client may request the return of original documents provided to the Firm in connection with the engagement. The Firm may retain copies of such documents, as well as copies of all work product generated by the Firm, for its own files and records.
After a reasonable retention period, which under the Firm's current policy is typically seven (7) years following the conclusion of the engagement, the Firm may dispose of engagement files, including both physical and electronic records, without further notice to the Client. The Client should notify the Firm in writing if it wishes to make alternative arrangements for the long-term retention of engagement files.
9. Termination
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Termination of the engagement by either party shall not relieve the Client of its obligation to pay all fees and expenses incurred through the date of termination.
Upon termination, Calderwood & Harkness will take reasonable steps to protect the Client's interests during any transition period, including the orderly transfer of engagement files, work product, and pending matters to successor counsel designated by the Client. The Firm's cooperation with any such transition shall be subject to the Client's satisfaction of all outstanding fee and expense obligations.
Notwithstanding any termination of this engagement, the provisions of this Letter relating to confidentiality (Section 7), document retention (Section 8), and governing law (Section 11) shall survive termination and shall continue in full force and effect.
10. Limitation of Engagement
This engagement is limited to the legal matters described in Section 3 of this Letter. Calderwood & Harkness has not been engaged to provide legal advice on matters outside the scope of this engagement, including but not limited to:
(a) intellectual property matters, including patent prosecution, trademark registration, licensing, or IP due diligence;
(b) Employment law, including the drafting or review of employment agreements, employee benefit plans, or workplace compliance matters;
(c) Litigation, arbitration, or dispute resolution of any kind;
(d) Portfolio-company-level transactional work, including investments, acquisitions, dispositions, financings, or restructurings; or
(e) Any other matter not expressly described in Section 3 of this Letter.
Any expansion of the scope of this engagement to include additional matters will require a separate written agreement between the Firm and the Client, which may take the form of an amendment to this Letter or a standalone engagement letter.
Nothing in this Letter creates, or shall be construed to create, an attorney-client relationship between Calderwood & Harkness and any entity or individual other than the Client and the Fund Entities described in Section 2 above. Without limiting the generality of the foregoing, no limited partner, prospective limited partner, placement agent, service provider, or other third party shall be deemed to be a client of the Firm by virtue of this engagement.
11. Governing Law
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles that would require the application of the laws of any other jurisdiction.
The fund documents to be prepared in connection with this engagement, including the Agreement of Limited Partnership, the GP LLC Agreement, and the Management Company LLC Agreement, will be governed by the laws of the State of Delaware, as is customary for Delaware limited partnerships and limited liability companies.
The Placement Agent Agreement, as described in Section 3.5 above, will be governed by the laws of the State of New York.
12. Acceptance and Counterparts
We respectfully request that the Client confirm its agreement to the terms of this engagement letter by having each of Dr. Marcus Yeung and Priya Dasgupta sign in the spaces provided below and return a fully executed copy to Pamela Cross at either of the following addresses:
Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
Attention: Pamela Cross, Partner
or
Calderwood & Harkness LLP 555 California Street, Suite 3500 San Francisco, CA 94104
Attention: Pamela Cross, Partner
Executed copies may also be returned via email to pcross@calderwoodharkness.com.
This Letter may be executed in one or more counterparts, including by electronic signature (e.g., Brightwater Software or Ashford Health IT), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
If the terms of this Letter are not accepted within sixty (60) days of the date hereof, this Letter shall be deemed withdrawn unless otherwise agreed by the parties.
We are enthusiastic about the opportunity to work with Cobalt on the launch of CLSO Fund I, and we are confident that the Fund will be well-positioned for a successful fund-raising process. Please do not hesitate to contact me if you have any questions regarding this Letter or if you would like to discuss any aspect of the engagement in further detail.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Pamela Cross Partner, Funds & Asset Management Tel: (212) 554-7142
Email: pcross@calderwoodharkness.com
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Cobalt Ventures LP, hereby acknowledge receipt of this engagement letter, confirm agreement to the terms and conditions set forth herein, and authorize Calderwood & Harkness LLP to proceed with the engagement described above.
AGREED AND ACCEPTED:
COBALT VENTURES LP
By: ________
Name: Dr. Marcus Yeung
Title: Co-Founder and Managing Partner