CONFIDENTIAL TREATMENT REQUESTED
PLACEMENT AGENT AGREEMENT
by and between
COBALT LIFE SCIENCES GP I, LLC
a Delaware limited liability company,
acting on behalf of
COBALT LIFE SCIENCES OPPORTUNITIES FUND I, LP
a Delaware limited partnership
and
SAGEBRUSH CAPITAL PARTNERS LLC
a Delaware limited liability company
Dated as of July 15, 2026
Prepared by:
Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
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PLACEMENT AGENT AGREEMENT
This Placement Agent Agreement (this "Agreement") is made and entered into as of July 15, 2026 (the "Effective Date"), by and between:
Cobalt Life Sciences GP I, LLC, a Delaware limited liability company (the "General Partner"), acting on behalf of Cobalt Life Sciences Opportunities Fund I, LP, a Delaware limited partnership (the "Fund"), with offices at 3400 Sand Hill Road, Suite 220, Menlo Park, California 94025;
and
sagebrush Capital Partners LLC, a Delaware limited liability company (the "Placement Agent"), with offices at 200 Park Avenue, 30th Floor, New York, New York 10166.
The General Partner and the Placement Agent are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the General Partner is the general partner of Cobalt Life Sciences Opportunities Fund I, LP, a Delaware limited partnership to be formed for the purpose of making control and significant-minority investments in clinical-stage therapeutics, medical devices, and platform biotechnology companies (the "Fund");
WHEREAS, the Fund's target fund size is Seven Hundred Fifty Million Dollars ($750,000,000), with a hard cap of One Billion Dollars ($1,000,000,000) and a first close minimum of Two Hundred Fifty Million Dollars ($250,000,000);
WHEREAS, the Fund's sponsor is Cobalt Ventures LP, a Delaware limited partnership headquartered at 3400 Sand Hill Road, Suite 220, Menlo Park, California 94025 (the "Sponsor"), founded by Dr. Marcus Yeung and Priya Dasgupta, with approximately Four Hundred Twenty Million Dollars ($420,000,000) in existing assets under management across two prior vintage vehicles, namely Cobalt Ventures Fund A, LP and Cobalt Ventures Fund B, LP;
WHEREAS, the management company for the Fund is Cobalt Life Sciences Management I, LLC, a Delaware limited liability company (the "Management Company"), which will provide investment advisory and management services to the Fund and receive the Management Fee (as defined herein);
WHEREAS, the General Partner desires to engage the Placement Agent to act as the exclusive global placement agent in connection with the private offering and sale of limited partnership interests in the Fund to prospective investors on the terms and conditions set forth herein;
WHEREAS, the Placement Agent is a registered broker-dealer with the United States Securities and Exchange Commission (the "SEC") pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is a member in good standing of the Financial Industry Regulatory Authority ("FINRA"), CRD No. 298714, and is willing to accept such engagement on the terms and conditions set forth herein;
WHEREAS, the General Partner is represented in connection with this Agreement by Calderwood & Harkness LLP, 600 Lexington Avenue, New York, New York 10022, Attention: Pamela Cross, Responsible Partner, Funds & Asset Management; and
WHEREAS, the Placement Agent is represented in connection with this Agreement by Ashworth & Lyle LLP, 1251 Avenue of the Americas, 40th Floor, New York, New York 10020, Attention: Sara Phan, Partner – Investment Funds.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
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 of this definition, "control" (including "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
"Aggregate Commitments" means the total capital commitments of all Limited Partners admitted to the Fund at all Closings, including the GP Commitment.
"Agreement" means this Placement Agent Agreement, together with all Schedules attached hereto, as amended, modified, or supplemented from time to time in accordance with the terms hereof.
"AML Laws" means the Bank Secrecy Act of 1970, the USA PATRIOT Act of 2001, and all applicable anti-money laundering laws, regulations, and rules, including applicable FINRA rules relating to anti-money laundering.
"Closing" means each closing of the Fund at which one or more Limited Partners are admitted to the Fund, including the First Close and each subsequent closing through and including the Final Close, as contemplated by the LPA.
"Closings" means, collectively, all Closings.
"Commitment" means, with respect to any Limited Partner, such Limited Partner's capital commitment to the Fund as set forth in such Limited Partner's executed Subscription Agreement, as accepted by the General Partner.
"Effective Date" has the meaning set forth in the preamble to this Agreement.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
"Excluded Investors" means those investors introduced to the Fund directly by the General Partner, the principals of Cobalt Ventures LP (namely, Dr. Marcus Yeung, Priya Dasgupta, and Alan Whitford), or their respective Affiliates, without any involvement of the Placement Agent, as mutually agreed by the Parties and listed on Schedule A hereto, as such schedule may be updated from time to time in accordance with Section 2.3.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Final Close" means the final closing of the Fund, targeted for May 15, 2027, or such later date as may be determined by the General Partner in accordance with the LPA.
"FINRA" means the Financial Industry Regulatory Authority, Inc.
"First Close" means the initial closing of the Fund, targeted for November 15, 2026, subject to a minimum of Two Hundred Fifty Million Dollars ($250,000,000) in Aggregate Commitments at such Closing.
"Fund" means Cobalt Life Sciences Opportunities Fund I, LP, a Delaware limited partnership.
"Fund Administrator" means Halcyon Fund Services, Inc., or such other fund administrator as may be appointed by the General Partner from time to time.
"Fund Documents" means, collectively, (a) the Agreement of Limited Partnership of the Fund (the "LPA"), (b) the confidential private placement memorandum for the Fund (the "PPM"), (c) the subscription agreement for the Fund (the "Subscription Agreement"), (d) the investor questionnaire, and (e) any related offering documents, side letter forms, and supplements, in each case as prepared by or on behalf of the General Partner and as amended, restated, or supplemented from time to time.
"General Partner" means Cobalt Life Sciences GP I, LLC, a Delaware limited liability company, in its capacity as the general partner of the Fund.
"GP Commitment" means the General Partner's minimum capital commitment to the Fund, which shall be not less than two percent (2%) of Aggregate Commitments. Based on the Fund's target fund size of $750,000,000, the GP Commitment is anticipated to be Fifteen Million Dollars ($15,000,000).
"GP Indemnitees" has the meaning set forth in Section 9.2.
"Investment Period" means the five (5) year period commencing on the date of the First Close, during which the General Partner may draw down Commitments for the purpose of making new portfolio investments, as more fully described in the LPA.
"Limited Partner" or "LP" means any person admitted to the Fund as a limited partner in accordance with the LPA.
"LPA" means the Agreement of Limited Partnership of the Fund, as the same may be amended, restated, or supplemented from time to time.
"Management Company" means Cobalt Life Sciences Management I, LLC, a Delaware limited liability company.
"Management Fee" means the management fee payable by the Fund to the Management Company at the annual rate of two percent (2.00%) on committed capital during the Investment Period and two percent (2.00%) per annum on invested capital (net of write-offs and write-downs) thereafter, as more fully described in the LPA and the PPM.
"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.
"Offering" means the private offering of limited partnership interests in the Fund to prospective investors.
"Pay-to-Play Rule" means Rule 206(4)-5 under the Advisers Act, as amended, and any applicable state or local pay-to-play rules, including MSRB Rule G-37.
"Placement Agent" means sagebrush Capital Partners LLC, a Delaware limited liability company.
"Placement Agent Indemnitees" has the meaning set forth in Section 9.1.
"Placement Fee" means the fee payable by the General Partner (or the Management Company on its behalf) to the Placement Agent with respect to sagebrush-Sourced Commitments, as set forth in Section 4.1.
"PPM" means the confidential private placement memorandum for the Fund, as the same may be amended or supplemented from time to time.
"Retainer" means the non-refundable retainer of One Hundred Fifty Thousand Dollars ($150,000) payable to the Placement Agent upon execution of this Agreement, as set forth in Section 4.4.
"sagebrush-Sourced Commitments" means all third-party Commitments to the Fund that are sourced, identified, introduced, or procured through the efforts of the Placement Agent during the Term (or during the Tail Period, subject to Section 4.6), excluding (a) Commitments from Excluded Investors, (b) the GP Commitment, and (c) any Commitment from the Placement Agent or its Affiliates.
"SEC" means the United States Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Sponsor" means Cobalt Ventures LP, a Delaware limited partnership.
"Subscription Agreement" means the subscription agreement for limited partnership interests in the Fund, in the form approved by the General Partner.
"Tail List" has the meaning set forth in Section 4.6.
"Tail Period" means the twenty-four (24) month period following the effective date of termination of this Agreement, as more fully described in Section 4.6.
"Term" means the period commencing on the Effective Date and ending on the earlier of (a) the date of the Final Close and (b) the effective date of termination of this Agreement in accordance with Article VIII.
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) The terms "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" regardless of whether such phrase appears.
(d) The headings and captions of Articles, Sections, and Schedules in this Agreement are inserted for convenience of reference only, shall not constitute a part of this Agreement, and shall not be used in the interpretation or construction of this Agreement.
(e) Unless the context otherwise requires, (i) words importing the singular shall include the plural and vice versa, (ii) words importing any gender shall include all genders, (iii) references to any statute, rule, or regulation shall include all amendments thereto and any successor statute, rule, or regulation, and (iv) references to "dollars" or "$" shall mean United States dollars.
(f) References to "business days" shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York are authorized or required by law to close.
(g) In the event of any conflict between the terms of this Agreement and the terms of the LPA or any other Fund Document, the terms of the LPA or such Fund Document shall control with respect to the rights and obligations of Limited Partners.
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. The Placement Agent shall perform its services under this Agreement in a professional manner consistent with the standards of care customarily observed by placement agents of nationally recognized standing in the private funds industry.
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 set forth in Section 2.3.
(b) The General Partner retains the right to accept subscriptions from Excluded Investors listed on Schedule A hereto without any obligation to pay the Placement Fee or any other compensation to the Placement Agent in respect thereof.
(c) The General Partner shall not, during the Term, engage any other placement agent, broker, finder, or intermediary to solicit Commitments for the Fund without the prior written consent of the Placement Agent.
(d) Notwithstanding the Placement Agent's exclusive appointment, the General Partner and the principals of Cobalt Ventures LP shall retain the right to participate directly in investor meetings and presentations arranged by the Placement Agent and to respond to unsolicited inquiries from prospective investors; provided, that any such unsolicited inquiry shall be promptly communicated to the Placement Agent for purposes of determining whether such prospective investor should be classified as a sagebrush-Sourced Commitment or an Excluded Investor in accordance with Section 2.4.
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 propose additions to Schedule A within thirty (30) days of the Effective Date by delivering written notice to the other Party. Any additions to Schedule A proposed after such thirty (30) day period shall require the prior mutual written consent of both Parties. For the avoidance of doubt, Schedule A may only be modified by written agreement signed by both Parties.
(c) The Parties acknowledge that the following prospective investors have been identified as potential anchor investors for the Fund and that the designation of each such investor as an Excluded Investor or a sagebrush-Sourced Commitment is to be determined and reflected on Schedule A or Schedule B, as applicable, based on the respective roles of the General Partner and the Placement Agent in the solicitation and introduction of such investors:
(i) Ironwood Public Employees' Retirement System (anticipated commitment: $100,000,000; contact: Helen Tsao, Chief Investment Officer);
(ii) Northgate Endowment Management LLC (anticipated commitment: $50,000,000; contact: David Park, Director of Alternative Investments); and
(iii) Pinnacle Insurance Group, Inc. (anticipated commitment: $75,000,000; contact: Rachel Stein, Senior Vice President – Private Equity Allocations).
(d) The Parties agree to discuss the classification of the foregoing investors promptly following the Effective Date and to memorialize the agreed-upon designations on Schedule A or Schedule B, as applicable, prior to the commencement of marketing.
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) business days, following the Placement Agent's initial substantive contact with any prospective investor. Each Introduction Notice shall identify the prospective investor, the relevant contact person, the date and nature of the contact, and the Placement Agent's basis for claiming credit for the introduction.
(ii) Within ten (10) business days following receipt of an Introduction Notice, the General Partner shall respond in writing, either (A) confirming that the prospective investor is a sagebrush-Sourced prospect, or (B) asserting that such prospective investor is an Excluded Investor or otherwise has a pre-existing relationship with the General Partner, the Sponsor, or the principals of Cobalt Ventures LP, together with a reasonable explanation of the basis for such assertion.
(iii) If the General Partner fails to respond within such ten (10) business day period, the prospective investor identified in the Introduction Notice shall be deemed a sagebrush-Sourced prospect.
(iv) Any dispute regarding the classification of a prospective investor shall be resolved by good-faith discussion between Dr. Marcus Yeung (or his designee) on behalf of the General Partner and Jonathan Mercer (or his designee) on behalf of the Placement Agent. If such dispute cannot be resolved within fifteen (15) business days, either Party may escalate the matter to the dispute resolution procedures set forth in Section 12.2.
(b) The Parties shall maintain accurate records of all Introduction Notices, responses, and investor attribution determinations, and shall cooperate in updating Schedule A and Schedule B on a rolling basis throughout the Term.
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 coordinate investor meetings, presentations, and due diligence sessions between prospective investors and the principals of Cobalt Ventures LP (including Dr. Marcus Yeung, Priya Dasgupta, and Alan Whitford), taking into account the availability and scheduling preferences of the General Partner and its principals.
(c) The Placement Agent shall distribute Fund Documents (including the PPM, the LPA, and the Subscription Agreement) to prospective investors as approved by the General Partner and shall facilitate the flow of due diligence information and documentation to prospective investors, subject to the confidentiality provisions set forth in Section 7.6 and the applicable provisions of the Fund Documents.
(d) The Placement Agent shall coordinate and respond to due diligence requests from prospective investors, in consultation with the General Partner, the Management Company, and their professional advisors. The Placement Agent shall promptly refer to the General Partner any due diligence requests that require substantive input from the General Partner, the Sponsor, or their investment professionals.
(e) The Placement Agent shall maintain an investor pipeline report (the "Pipeline Report") that tracks the status of all prospective investor contacts, meetings, due diligence progress, anticipated commitment amounts, and expected timing of subscription. The Pipeline Report shall be updated no less frequently than bi-weekly during the marketing period and shall be provided to the General Partner and the Management Company in the form reasonably agreed upon by the Parties. The initial format for the Pipeline Report shall be agreed upon within fifteen (15) business days of the Effective Date.
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 Documents or any approved marketing materials without the prior written consent of the General Partner.
(b) The Placement Agent shall not make any oral or written statement to any prospective investor that is inconsistent with, or in addition to, the disclosures and information contained in the PPM or other Fund Documents, except as expressly authorized in writing by the General Partner. Without limiting the foregoing, the Placement Agent shall not make any representation or warranty regarding the Fund's anticipated performance, returns, or investment results that is not contained in the PPM.
(c) The General Partner shall provide the Placement Agent with reasonable quantities of Fund Documents in electronic and, upon request, hard-copy format. The General Partner shall promptly notify the Placement Agent of any material amendments, supplements, or revisions to the Fund Documents, and shall provide the Placement Agent with updated copies of such documents as soon as practicable following any such amendment or supplement. The Placement Agent shall cease distribution of any superseded version of the Fund Documents promptly upon receipt of updated versions from the General Partner.
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 directed by the General Partner, to the Fund Administrator, Halcyon Fund Services, Inc.) for review and acceptance. The Placement Agent shall have no authority to accept or reject subscriptions on behalf of the Fund or the General Partner. The General Partner shall retain sole discretion to accept or reject any subscription in whole or in part.
(c) The Placement Agent shall use commercially reasonable efforts to ensure that each prospective investor's Subscription Agreement and investor questionnaire are complete, properly executed, and accompanied by all required documentation (including evidence of accredited investor and qualified purchaser status) prior to submission to the General Partner or the Fund Administrator.
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 sell limited partnership interests in the Fund to any person who does not meet the investor eligibility and suitability qualifications set forth in the PPM, including the requirements that each prospective investor be an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act and a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended.
(c) The Placement Agent shall comply with all applicable anti-money laundering laws and regulations, including the AML Laws, and shall maintain and enforce anti-money laundering policies and procedures as required by applicable FINRA rules and the Bank Secrecy Act.
(d) The Placement Agent shall comply with all applicable OFAC sanctions requirements and shall not knowingly solicit or accept a subscription from any person or entity that is (i) listed on the OFAC Specially Designated Nationals and blocked Persons List, (ii) located in, organized under the laws of, or a national or resident of a country or territory that is subject to comprehensive U.S. economic sanctions, or (iii) otherwise subject to U.S. economic sanctions or trade restrictions.
(e) The Placement Agent shall comply with all applicable "pay-to-play" rules and regulations, including SEC Rule 206(4)-5 under the Advisers Act and MSRB Rule G-37, and shall implement and maintain policies and procedures designed to prevent violations of such rules, as more fully set forth in Section 5.6 and Section 11.2.
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 binding upon the General Partner, the Fund, the Management Company, or any of their respective Affiliates, or to execute any document on behalf of the General Partner, the Fund, or the Management Company, unless expressly authorized in writing by the General Partner.
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 frequently than bi-weekly during active marketing periods.
(b) Jonathan Mercer, Managing Director – Private Funds Group of sagebrush Capital Partners LLC, shall serve as the Placement Agent's primary point of contact for all matters arising under this Agreement. The General Partner's primary points of contact shall be Dr. Marcus Yeung and Priya Dasgupta.
(c) The Placement Agent shall promptly inform the General Partner of any material developments or concerns relating to investor solicitation activities, including any indication that a prospective investor may not meet the eligibility requirements set forth in the PPM, any complaints received from prospective investors, or any event that could reasonably be expected to affect the success of the Offering.
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 each sagebrush-Sourced investor as set forth in such investor's executed Subscription Agreement, as accepted by the General Partner. For the avoidance of doubt, the Placement Fee shall be calculated on the total committed capital amount, not on capital called, invested, or contributed by such investor.
(c) By way of illustration only, if the Placement Agent sources all third-party capital at the Fund's target fund size of $750,000,000 (i.e., $750,000,000 in Aggregate Commitments less the GP Commitment of $15,000,000, yielding $735,000,000 in sagebrush-Sourced Commitments), the aggregate Placement Fee would be $735,000,000 multiplied by 1.50%, equaling Eleven Million Twenty-Five Thousand Dollars ($11,025,000). See Schedule C for additional illustrative calculations.
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 Commitment amount shall be payable within ten (10) business days following such subsequent Closing. For the avoidance of doubt, the Placement Agent shall not receive a Placement Fee on any portion of a Commitment for which a Placement Fee has already been paid.
(c) All Placement Fees shall be paid by wire transfer of immediately available funds to the account designated by the Placement Agent on Schedule D hereto (or such other account as the Placement Agent may designate in writing from time to time).
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 and the Management Company LLC Agreement contain provisions consistent with this Section 4.3.
(b) The offset shall be applied pro rata over the remaining Management Fee installments during the Investment Period (or such other period as may be specified in the LPA). The Management Company shall bear the economic burden of the Placement Fee offset, and no Limited Partner shall bear any incremental cost on account of Placement Fees paid hereunder.
(c) By way of illustration only, assuming aggregate Placement Fees of $11,025,000 and an annual Management Fee of $15,000,000 during the Investment Period (based on a target fund size of $750,000,000 and a Management Fee rate of 2.00% per annum on committed capital), the aggregate Management Fee during the five-year Investment Period would be $75,000,000, reduced by the $11,025,000 Placement Fee offset, resulting in net Management Fees payable to the Management Company of $63,975,000 over such period. The offset would be applied in equal installments over the remaining Management Fee periods during the Investment Period following the applicable Closing.
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 Effective Date.
(b) The Retainer shall be credited against the first Placement Fees earned and payable to the Placement Agent under Section 4.1. If the aggregate Placement Fees earned by the Placement Agent under this Agreement are less than $150,000, the Placement Agent shall not be required to refund any portion of the Retainer to the General Partner.
(c) The Placement Agent shall provide wire instructions for payment of the Retainer to the General Partner promptly upon execution of this Agreement.
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 a Commitment to the Fund within the twenty-four (24) month period following the effective date of termination (the "Tail Period"), such Commitment shall be deemed a sagebrush-Sourced Commitment for all purposes of this Agreement, and the Placement Fee shall be payable thereon in accordance with Sections 4.1 and 4.2.
(b) The Placement Agent shall deliver to the General Partner, within fifteen (15) business days following the effective date of termination, a written list of all prospective investors with whom the Placement Agent had substantive contact during the Term (the "Tail List"), which list shall include the name of each prospective investor, the relevant contact person, and a summary of the nature and date of the Placement Agent's contact with such investor. Only investors appearing on the Tail List shall be eligible for tail compensation under this Section 4.6.
(c) If the Fund does not hold a Final Close within the Tail Period, the Placement Agent's rights under this Section 4.6 shall lapse upon expiration of the Tail Period, and no further Placement Fees shall be payable to the Placement Agent.
(d) The tail provisions set forth in this Section 4.6 shall survive the termination of this Agreement and shall remain in effect throughout the Tail Period, regardless of the reason for termination.
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 connection with the performance of its duties under this Agreement, including expenses for travel, printing, mailing, and shipping of Fund Documents and marketing materials. Such reimbursement shall be subject to the following conditions:
(i) The aggregate amount of reimbursable expenses shall not exceed Seventy-Five Thousand Dollars ($75,000) during the Term without the prior written approval of the General Partner;
(ii) Individual expenses in excess of Five Thousand Dollars ($5,000) shall require the prior written approval of the General Partner before being incurred;
(iii) The Placement Agent shall submit expense reimbursement requests on a monthly basis, accompanied by reasonable supporting documentation (including receipts and invoices), and the General Partner shall reimburse approved expenses within thirty (30) days of receipt of such documentation; and
(iv) Expenses must be directly related to the Offering and must be reasonable and customary for services of the nature provided under this Agreement.
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 Agreement by sagebrush have been duly authorized by all necessary limited liability company action on the part of sagebrush. This Agreement constitutes the legal, valid, and binding obligation of sagebrush, enforceable against sagebrush in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and to general principles of equity.
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 authority, or any other regulatory body that would result in the suspension, revocation, or termination of sagebrush's registration or membership.
(c) sagebrush is registered or has filed for registration (or is exempt from registration) in each state in which it will conduct marketing and solicitation activities in connection with the Offering, to the extent such registration is required by applicable state law.
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 related amendments and filings are current, accurate, and complete in all material respects as of the Effective Date. All Form U4 filings with respect to associated persons of sagebrush who will be engaged in activities related to the Offering are current, accurate, and complete in all material respects.
(c) sagebrush has not been the subject of any order, judgment, or decree of any court, regulatory body, or governmental authority that would materially impair its ability to perform under this Agreement.
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 duties in connection with the Offering.
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"), or any other applicable anti-corruption or anti-bribery law or regulation.
(b) sagebrush has implemented and maintains policies, procedures, and internal controls reasonably designed to ensure compliance with the FCPA and other applicable anti-corruption laws in connection with its business activities.
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 defined in Rule 206(4)-5) to any "official" (as defined in Rule 206(4)-5) of a "government entity" (as defined in Rule 206(4)-5) that would disqualify the General Partner, the Management Company, or Cobalt Ventures LP from receiving compensation from such government entity within the meaning of Rule 206(4)-5, or that would otherwise trigger the two-year "time out" provision of such rule.
(c) sagebrush shall promptly, and in any event within five (5) business days, notify the General Partner in writing of any political contribution made by sagebrush or any of its covered associates that could trigger the two-year "time out" under Rule 206(4)-5 or otherwise affect the ability of the General Partner, the Management Company, or Cobalt Ventures LP to receive compensation from any government entity investor.
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 principals, members, managers, officers, directors, or employees is a person or entity (i) listed on the OFAC Specially Designated Nationals and blocked Persons List ("SDN List") or any other OFAC sanctions list, (ii) located in, organized under the laws of, or a national or resident of any country or territory that is the subject of comprehensive U.S. economic sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), or (iii) otherwise subject to U.S. economic sanctions that would prohibit sagebrush from entering into or performing this Agreement.
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 party or by which sagebrush is bound, or (c) violate any applicable law, rule, regulation, order, judgment, or decree of any court, regulatory body, or governmental authority applicable to sagebrush.
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 material adverse change in the financial condition, business, or operations of sagebrush.
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 Placement Agent on behalf of the Fund. The execution, delivery, and performance of this Agreement by the General Partner have been duly authorized by all necessary limited liability company action on the part of the General Partner. This Agreement constitutes the legal, valid, and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and to general principles of equity.
Section 6.2 — Fund Documents