FORM OF SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE
Cobalt Life Sciences Opportunities Fund I, LP
A Delaware Limited Partnership
General Partner: Cobalt Life Sciences GP I, LLC
CONFIDENTIAL. This Subscription Agreement and Investor Questionnaire (this "Subscription Agreement") is confidential and has been furnished solely for use by the prospective investor named herein in connection with the private offering of limited partnership interests in Cobalt Life Sciences Opportunities Fund I, LP. This document may not be reproduced, distributed, or disclosed to any other person, in whole or in part, without the prior written consent of Cobalt Life Sciences GP I, LLC, the general partner of the Fund. By accepting delivery of this document, the recipient agrees to return it and all copies hereof to the General Partner if the recipient does not subscribe for an interest in the Fund or if the subscription is not accepted.
This Subscription Agreement must be read in conjunction with (i) the Confidential Private Placement Memorandum of Cobalt Life Sciences Opportunities Fund I, LP, dated as of September 15, 2026 (as amended or supplemented from time to time, the "PPM" or "Private Placement Memorandum"), and (ii) the Agreement of Limited Partnership of Cobalt Life Sciences Opportunities Fund I, LP, dated as of October 1, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement or the PPM, as applicable. An alphabetical glossary of certain defined terms is set forth in Appendix A hereto.
THE LIMITED PARTNERSHIP INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS THEREOF. THE INTERESTS MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, APPLICABLE STATE SECURITIES LAWS, AND THE TERMS AND CONDITIONS SET FORTH IN THE PARTNERSHIP AGREEMENT.
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PART I: SUBSCRIPTION AGREEMENT
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 page hereto (the "Capital Commitment"), subject to the terms and conditions of this Subscription Agreement and the Partnership Agreement.
The minimum Capital Commitment shall be such amount as is specified by the General Partner in its sole discretion (or such lesser amount as the General Partner may accept in its sole and absolute discretion). The target aggregate Capital Commitments for the Fund are Seven Hundred Fifty Million Dollars ($750,000,000) (the "Target Fund Size"), with a hard cap on aggregate Capital Commitments of One Billion Dollars ($1,000,000,000) (the "Hard Cap"). The General Partner reserves the right to increase the Hard Cap by up to ten percent (10%) to accommodate demand from existing investors. The minimum aggregate Capital Commitments required for the initial closing of the Fund are Two Hundred Fifty Million Dollars ($250,000,000) (the "First Close Minimum").
The general partner of the Partnership is Cobalt Life Sciences GP I, LLC, a Delaware limited liability company ("CLSO GP" or the "General Partner"). The management company engaged by the General Partner to provide certain management and advisory services to the Fund is Cobalt Life Sciences Management I, LLC, a Delaware limited liability company (the "Management Company").
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 Agreement) and shall specify the amount to be contributed, the purpose of the Capital Call, and wire transfer instructions for payment. The aggregate amount of Capital Calls made to the Subscriber shall not exceed the Subscriber's unfunded Capital Commitment without the prior written consent of the Subscriber, except as otherwise provided in the Partnership Agreement with respect to recycling of realized proceeds during the Investment Period.
The Subscriber acknowledges and agrees that the failure to fund all or any portion of a Capital Call when due shall constitute a default under the Partnership Agreement (a "Default"), and that the Subscriber shall be subject to the default remedies set forth in Section 7.3 of the Partnership Agreement, which may include, without limitation, (a) forfeiture of all or a portion of the Subscriber's Interest, (b) reduction or elimination of the Subscriber's right to receive future distributions, (c) forced sale of the Subscriber's Interest at a discount to fair market value, (d) payment of interest on the delinquent amount at a rate equal to the lesser of the prime rate plus five percent (5%) per annum or the maximum rate permitted by applicable law, and (e) indemnification of the Partnership and the non-defaulting partners for any losses, damages, costs, or expenses arising from the Default.
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 Close") may be held at such times and on such dates as determined by the General Partner in its sole discretion, provided that the final closing (the "Final Close") shall occur no later than May 15, 2027, unless the General Partner determines, in its sole discretion, to extend such date by up to six (6) additional months.
Subscribers admitted at any Subsequent Close after the First Close shall be required to (a) contribute their pro rata share of all Capital Calls made prior to their admission (based on the Capital Commitment of such Subscriber relative to the aggregate Capital Commitments of all limited partners at the time of each such prior Capital Call), and (b) pay interest on such amounts at the rate specified in the Partnership Agreement (currently, the prime rate as published in The Wall Street Journal plus two percent (2%) per annum) from the date each such prior Capital Call was funded by the existing limited partners to the date of the Subsequent Close at which such Subscriber is admitted. Such interest shall not constitute a Capital Contribution for purposes of computing returns on invested capital but shall be distributed to the existing limited partners as additional compensation for the use of their capital.
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 Subscriber has been notified of its acceptance in writing. The General Partner may accept a Capital Commitment in an amount less than the amount subscribed by the Subscriber, in which case the Subscriber's Capital Commitment shall be the amount specified by the General Partner on the acceptance page hereof.
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 Partnership, bound by all of the terms and conditions of the Partnership Agreement, effective as of the date of admission specified by the General Partner. In the event of any conflict or inconsistency between the provisions of this Subscription Agreement and the provisions of the Partnership Agreement, the Partnership Agreement shall control and govern in all respects, except as otherwise expressly provided herein or in any side letter agreement entered into between the Subscriber and the General Partner (a "Side Letter"). In the event of any conflict between this Subscription Agreement and any Side Letter, the Side Letter shall control to the extent of such conflict, but only with respect to the Subscriber that is a party thereto.
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 documents and applicable law to execute and deliver this Subscription Agreement and the Investor Questionnaire, to subscribe for the Interest, to make the Capital Commitment, and to perform all of its obligations hereunder and under the Partnership Agreement. All requisite corporate, partnership, limited liability company, trust, or other action on the part of the Subscriber (including, where applicable, approval by its board of directors, board of trustees, investment committee, general partner, managing member, or other governing body) has been duly taken to authorize the execution, delivery, and performance of this Subscription Agreement and the consummation of the transactions contemplated hereby.
(b) If the Subscriber is a natural person, the Subscriber is of legal age (at least 18 years old or such older age as may be required under the laws of the Subscriber's state or country of domicile) and has the legal capacity to execute and deliver this Subscription Agreement and to perform the Subscriber's obligations hereunder.
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, regulation, or other obligation to which the Subscriber is a party or by which the Subscriber or any of its assets or properties is bound, (c) result in the creation or imposition of any lien, charge, or encumbrance upon the Interest or the Subscriber's Capital Commitment, or (d) require the consent, approval, authorization, or order of, or any filing or registration with, any court, regulatory authority, governmental body, or other third party (other than such consents, approvals, authorizations, orders, filings, or registrations as have been obtained or made prior to the date hereof).
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 Subscriber qualifies as an accredited investor. The Subscriber acknowledges that the Partnership is relying upon the truth and accuracy of this representation and the information provided in the Investor Questionnaire in determining whether to accept this subscription and in complying with applicable securities laws.
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)(7) of the Investment Company Act, which exclusion requires that each beneficial owner of the Fund's securities be a qualified purchaser at the time of the acquisition of such securities. The Subscriber has completed the applicable portion of Section C of the Investor Questionnaire (Part II hereof) setting forth the specific basis or bases upon which the Subscriber qualifies as a qualified purchaser.
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 qualifies as a qualified client. The Subscriber acknowledges that the Management Company relies on this representation in connection with the performance-based compensation arrangements (i.e., carried interest) described in the Partnership Agreement and the PPM.
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 applicable state or foreign securities laws.
(b) The Subscriber understands and acknowledges that (i) the Interest has not been registered under the Securities Act or under the securities laws of any state or other jurisdiction, (ii) there is no public market for the Interest and none is expected to develop, (iii) the Interest cannot be sold, transferred, assigned, pledged, hypothecated, or otherwise disposed of except in compliance with the Securities Act, applicable state and foreign securities laws, and the transfer restrictions set forth in the Partnership Agreement, and (iv) the Subscriber may be required to bear the economic risk of an investment in the Partnership for an indefinite period of time.
(c) The Subscriber does not anticipate the need for liquidity from this investment and has adequate means of providing for its current needs and contingencies without requiring any distribution from the Partnership.
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 ask questions of, and receive answers from, the General Partner, the Management Company, and their respective officers, directors, members, employees, agents, and representatives concerning the Fund, the Partnership, the General Partner, the Management Company, the investment program and strategies of the Fund, the terms and conditions of the offering, and any other matters relating to an investment in the Partnership, and all such questions have been answered to the satisfaction of the Subscriber.
(c) The Subscriber has relied solely on its own independent investigation, analysis, and evaluation, and on the materials furnished by the General Partner, the Management Company, and their respective representatives, in making its investment decision. The Subscriber acknowledges that no person has been authorized by the Partnership, the General Partner, or the Management Company to give any information or to make any representations other than those contained in the PPM, the Partnership Agreement, and this Subscription Agreement, and that, if given or made, such information or representations must not be relied upon as having been authorized.
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 investment in the Partnership and to make an informed investment decision with respect thereto.
(b) The Subscriber acknowledges and understands (i) the illiquid nature of the Interest; (ii) the speculative nature of investments in clinical-stage therapeutics, early-stage and growth-stage medical device companies, diagnostic platforms, and platform biotechnology companies, all of which are subject to significant technical, regulatory, clinical, commercialization, and market risks; (iii) the risk that the Partnership may not achieve its investment objectives; (iv) the risk of loss of all or a substantial portion of the Subscriber's Capital Commitment; (v) the significant restrictions on transferability of the Interest; (vi) the long-term nature of the investment, with no guaranteed right to withdrawal or redemption; and (vii) the conflicts of interest inherent in the structure and operations of the Fund, all as more fully described in the PPM.
(c) The Subscriber can afford a complete loss of its entire Capital Commitment without material adverse effect on its overall financial condition, business operations, or lifestyle (in the case of a natural person).
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 Partnership, the General Partner, the Management Company, or any of their respective members, officers, directors, employees, agents, affiliates, or counsel (including Calderwood & Harkness LLP, counsel to the Fund and the General Partner) provides, or has provided, any tax, legal, or financial advice to the Subscriber in connection with the Subscriber's investment in the Partnership, and no such person has any obligation or responsibility to do so. The Subscriber is not relying on any such person for tax, legal, or financial advice.
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 (iii) an entity whose underlying assets include "plan assets" by reason of any such plan's investment in such entity within the meaning of the Plan Asset Regulation (29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA) (any such plan or entity described in clauses (i) through (iii), a "Benefit Plan Investor"), the Subscriber represents and warrants as follows:
(i) The decision to invest in the Partnership has been made by a "fiduciary" (as defined in Section 3(21) of ERISA or, if applicable, comparable provisions of state or local law) who is independent of the General Partner, the Management Company, and their affiliates, and who is duly authorized to make such investment decision on behalf of the Benefit Plan Investor.
(ii) The investment in the Partnership is consistent with the applicable fiduciary standards under ERISA and the IRC, including the requirements of prudence, diversification, and compliance with the terms of the governing plan documents.
(iii) The investment in the Partnership will not constitute or give rise to a non-exempt "prohibited transaction" under Section 406 of ERISA or Section 4975 of the IRC.
(iv) The Subscriber has been advised that the Fund does not intend to constitute an "employee benefit plan" within the meaning of ERISA or a "plan" within the meaning of Section 4975 of the IRC, and that the Fund intends to elect to qualify as a "venture capital operating company" (a "VCOC") under Department of Labor Regulation Section 2510.3-101(d), in which case the underlying assets of the Fund will not be treated as "plan assets" for purposes of ERISA or Section 4975 of the IRC, regardless of the level of Benefit Plan Investor participation.
(v) The Subscriber acknowledges that the General Partner will monitor compliance with the twenty-five percent (25%) plan asset threshold set forth in Section 2510.3-101(f) of the Plan Asset Regulation in the event that the Fund does not satisfy the VCOC requirements, and that the General Partner may limit or restrict additional subscriptions by Benefit Plan Investors if, in the General Partner's sole judgment, such additional subscriptions could cause the Fund to hold "plan assets."
(b) The Subscriber has completed Section E of the Investor Questionnaire (Part II hereof) with respect to its ERISA and plan asset status.
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 owned or controlled by persons or entities that are, identified on the list of Specially Designated Nationals and blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC") (the "SDN List"), or any other sanctions lists administered by OFAC, including the Sectoral Sanctions Identifications List and the Foreign Sanctions Evaders List;
(ii) is located in, organized under the laws of, or a citizen or resident of any country or territory that is the subject of comprehensive U.S. economic sanctions administered by OFAC (each, a "Sanctioned Jurisdiction"), currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine;
(iii) is otherwise a target of U.S. economic sanctions or trade embargoes or prohibited from investing in the Fund under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act"), the Bank Secrecy Act, or any other applicable anti-money laundering laws or regulations, whether federal, state, or foreign; or
(iv) is a "foreign shell bank" within the meaning of the USA PATRIOT Act (i.e., a foreign bank that does not have a physical presence in any country and is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision).
(b) The Subscriber's capital contribution and any funds used to satisfy the Subscriber's Capital Commitment do not and will not constitute or be derived, directly or indirectly, from proceeds of any illegal activity, including but not limited to money laundering, drug trafficking, terrorist financing, fraud, or tax evasion.
(c) The Subscriber has not engaged in, and will not engage in, any dealings or transactions (directly or indirectly) with any person or entity, or in any country or territory, that is the subject of U.S. anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), or any equivalent foreign law or regulation, that would cause the Partnership, the General Partner, or any of their affiliates to be in violation of any such law.
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 Diligence Rule (31 C.F.R. § 1010.230). The Subscriber acknowledges that the General Partner and the Fund's administrator may be required to verify such information as part of their anti-money laundering and know-your-customer procedures.
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 of information concerning the Fund, its investments, its portfolio companies, the terms of this Subscription Agreement or any Side Letter, the identity of the Fund's limited partners, or other confidential information relating to the Fund. The Subscriber acknowledges that the General Partner may take such steps as it deems necessary or appropriate to protect the confidentiality of Fund information, including, without limitation, limiting or restricting the information provided to the Subscriber.
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 subject to any of the disqualification events described in Rule 506(d)(1) of Regulation D promulgated under the Securities Act (each, a "Disqualification Event"), including but not limited to (a) criminal convictions or court injunctions in connection with the purchase or sale of securities, (b) final orders of certain state or federal regulators, (c) SEC disciplinary orders or cease-and-desist orders, (d) suspension or expulsion from FINRA membership, or (e) SEC stop orders or orders suspending a Regulation A exemption. If the Subscriber is unable to make the foregoing representation, the Subscriber has provided a description of the applicable Disqualification Event(s) in Section O of the Investor Questionnaire (Part II hereof).
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 Close) at which the Subscriber is admitted as a limited partner or at which the Subscriber's Capital Commitment is increased, and (c) at such other times as the General Partner may reasonably request. The Subscriber agrees to promptly notify the General Partner in writing if any representation or warranty made herein becomes inaccurate or misleading in any material respect.
Article 3: Power of Attorney
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 Subscriber, any and all of the following:
(a) the Partnership Agreement, and any amendments, restatements, supplements, or modifications thereto, including amendments to reflect the admission of additional or substitute limited partners, changes in Capital Commitments, and other matters contemplated by the Partnership Agreement;
(b) the Certificate of Limited Partnership of the Fund, and any amendments thereto, as required to be filed with the Office of the Secretary of State of the State of Delaware or with any other governmental authority in any jurisdiction in which the Partnership is qualified or registered to do business;
(c) any certificates, instruments, or documents (including fictitious business name certificates, foreign qualification filings, and similar instruments) that may be required or advisable to be filed in connection with the business of the Partnership or the qualification or continuation of the Partnership as a limited partnership in any jurisdiction;
(d) any instruments, documents, or filings that may be required or appropriate in connection with the dissolution, winding up, and termination of the Partnership; and
(e) any other instruments, documents, or filings that the General Partner deems necessary, appropriate, or convenient in connection with the business of the Partnership or the Subscriber's status as a limited partner thereof, provided that such instruments, documents, or filings are consistent with the terms and provisions of the Partnership Agreement.
This power of attorney is coupled with an interest in the Partnership and the operations thereof, is irrevocable, and shall survive, and shall not be affected by, the subsequent death, disability, incapacity, incompetency, dissolution, bankruptcy, insolvency, or termination of the Subscriber or the transfer by the Subscriber of all or any portion of the Interest. This power of attorney shall also survive the delivery of an assignment by the Subscriber of all or any portion of the Interest, except that where the assignee has been approved by the General Partner as a substitute limited partner, the power of attorney given by the assignor shall survive such assignment for the sole purpose of enabling the General Partner to execute, acknowledge, and file any instrument necessary to effect such substitution.
Article 4: Indemnification
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 Whitford, in their capacities as principals or employees of the General Partner, the Management Company, or any of their affiliates) (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilities, judgments, fines, penalties, costs, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and expenses of investigation) (collectively, "Losses") arising out of, resulting from, or related to:
(a) any breach of, or any inaccuracy in, any representation, warranty, or covenant of the Subscriber contained in this Subscription Agreement or the Investor Questionnaire;
(b) any inaccuracy in, or omission from, any information or documentation furnished by the Subscriber, or on behalf of the Subscriber, to the Partnership, the General Partner, the Management Company, or the Fund's administrator in connection with the Subscriber's subscription for the Interest, the Subscriber's admission as a limited partner, or any ongoing compliance or regulatory matter;
(c) any failure by the Subscriber to comply with its obligations under this Subscription Agreement or the Partnership Agreement, including any failure to fund a Capital Call when due; and
(d) any claim, action, suit, or proceeding brought by any governmental or regulatory authority against any Indemnified Person arising out of or attributable to the Subscriber's participation in the Partnership or any inaccuracy in or breach of the Subscriber's representations, warranties, or covenants hereunder.
This indemnification obligation is in addition to, and not in limitation of, any other indemnification obligations of the Subscriber set forth in the Partnership Agreement. This indemnification obligation shall survive the admission of the Subscriber as a limited partner of the Partnership, the transfer or assignment of the Subscriber's Interest (in whole or in part), the withdrawal or removal of the Subscriber from the Partnership, and the dissolution, winding up, and termination of the Partnership.
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, on the other hand, with respect to the subject matter hereof, and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether written or oral) relating to such subject matter.
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 than thirty (30) days' prior written notice to the Subscriber.
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 appearance of a document (including Brightwater Software, Ashford Health IT, or similar platforms) shall be treated in all respects as having the same effect as an original signature. Each party hereto agrees that the electronic signatures appearing on this Subscription Agreement shall have the same legal effect, validity, and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.), the Uniform Electronic Transactions Act, and any applicable state law.
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 in full force and effect. In such event, the parties agree that the court shall endeavor to give effect to the parties' intentions as reflected in the provision held invalid, illegal, or unenforceable to the maximum extent permitted by applicable law.
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 confirmation of receipt), to the addresses set forth on the signature page hereto, or to such other address as either party may designate by notice given in accordance with this Section 5.6.
Notices to the General Partner shall be addressed as follows:
Cobalt Life Sciences GP I, LLC c/o Cobalt Ventures LP 3400 Sand Hill Road, Suite 220 Menlo Park, California 94025
Attention: Investor Relations
Email: ir@cobaltventures.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Fund Formation Group
Notices to the Subscriber shall be addressed to the address set forth on the signature page hereto or as otherwise provided in the Partnership Agreement or in writing by the Subscriber to the General Partner.
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, officers, employees, agents, and representatives not to disclose, any Confidential Information to any person or entity, except (a) to the Subscriber's professional advisors (including attorneys, accountants, tax advisors, and investment consultants) who have a need to know such information in connection with the Subscriber's investment in the Partnership and who are bound by obligations of confidentiality no less restrictive than those set forth herein, (b) as required by applicable law, regulation, subpoena, civil investigative demand, or judicial or administrative process (provided that the Subscriber shall, to the extent permitted by law, provide the General Partner with prompt written notice of such requirement prior to disclosure and cooperate with the General Partner in seeking a protective order or other appropriate remedy), or (c) as otherwise permitted under the confidentiality provisions of the Partnership Agreement.
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 (Indemnification) are intended third-party beneficiaries of the indemnification obligations set forth therein and shall have the right to enforce such provisions directly against the Subscriber.
Article 6: Signature Pages
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 SCIENCES GP I, LLC
By: ________
Name: ________
Title: Authorized Signatory
Capital Commitment Accepted: $________
Date of Acceptance: ________
Effective Date of Admission as Limited Partner: ________
PART II: INVESTOR QUESTIONNAIRE
Prefatory Note — Instructions to the Subscriber
IMPORTANT: PLEASE READ CAREFULLY BEFORE COMPLETING THIS QUESTIONNAIRE.
The Subscriber must complete all sections of this Investor Questionnaire that are applicable to the Subscriber. The information requested herein is required to enable the General Partner, Cobalt Life Sciences GP I, LLC, and the Fund's administrator, Halcyon Fund Services, Inc. (Thomas Varga, Director — Private Equity Administration), to (a) determine whether the Subscriber satisfies the eligibility requirements for investment in the Fund under the Securities Act of 1933, the Investment Company Act of 1940, and the Investment Advisers Act of 1940, (b) comply with the anti-money laundering, know-your-customer, and sanctions compliance obligations imposed by the USA PATRIOT Act, the Bank Secrecy Act, the regulations of the Office of Foreign Assets Control (OFAC), and the FinCEN Customer Due Diligence Rule, (c) assess the Subscriber's status under ERISA and the Internal Revenue Code for purposes of the Fund's plan asset analysis and tax reporting obligations, and (d) satisfy applicable regulatory reporting and filing requirements.
All information provided by the Subscriber will be treated as confidential and will be disclosed only to the General Partner, the Management Company, the Fund's administrator, the Fund's legal counsel (Calderwood & Harkness LLP), the Fund's auditors, and such other persons as may be required by applicable law, regulation, or legal process. The General Partner reserves the right to request additional documentation or information from the Subscriber as may be necessary or appropriate to complete its review.
Incomplete questionnaires may delay or prevent acceptance of the Subscriber's subscription. If a question is not applicable, please indicate "N/A." If additional space is needed, please attach a supplemental page referencing the applicable section and question number.
Please direct any questions regarding the completion of this Investor Questionnaire to:
Halcyon Fund Services, Inc.
Attention: Thomas Varga, Director — Private Equity Administration
Email: tvarga@halcyonfundservices.com
Telephone: (212) 555-0147
Section A: Identity of Subscriber
A.1 — Legal Name and Contact Information
A.2 — Type of Subscriber
Please check the box that most accurately describes the Subscriber:
• [ ] Individual (natural person)
• [ ] Corporation
• [ ] Limited liability company
• [ ] Partnership (general or limited)
• [ ] Trust (revocable or irrevocable)
• [ ] Foundation / endowment
• [ ] State, municipal, or governmental pension fund
• [ ] Insurance company
• [ ] Bank or savings institution
• [ ] Registered investment company
• [ ] Sovereign wealth fund
• [ ] Other (please describe): __________
A.3 — Place of Business / Domicile
If Yes, please identify the jurisdiction: __________
Section B: Accredited Investor Certification
B.1 — Basis for Accredited Investor Status
The Subscriber represents and warrants that it qualifies as an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, on the basis of one or more of the following categories. Please check all categories that apply:
• [ ] Rule 501(a)(1) — Institutional Investors. The Subscriber is a bank (as defined in Section 3(a)(2) of the Securities Act), a savings and loan association or other institution (as defined in Section 3(a)(5)(A) of the Securities Act), a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, an insurance company (as defined in Section 2(a)(13) of the Securities Act), a registered investment company, a business development company (as defined in Section 2(a)(48) of the Investment Company Act of 1940), or a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
• [ ] Rule 501(a)(2) — Private Business Development Company. The Subscriber is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
• [ ] Rule 501(a)(3) — Organization with Assets Exceeding $5,000,000. The Subscriber is an organization described in Section 501(c)(3) of the IRC, a corporation, a Massachusetts or similar business trust, a partnership, or a limited liability company, not formed for the specific purpose of acquiring the Interest, with total assets in excess of Five Million Dollars ($5,000,000).
• [ ] Rule 501(a)(4) — Directors, Executive Officers, or General Partners. The Subscriber is a director, executive officer, or general partner of the Partnership or of the General Partner, or a director, executive officer, or general partner of a general partner of the Partnership.
• [ ] Rule 501(a)(5) — Individual Net Worth. The Subscriber is a natural person whose individual net worth, or joint net worth with the Subscriber's spouse or spousal equivalent, exceeds One Million Dollars ($1,000,000), excluding the value of the Subscriber's primary residence.
• [ ] Rule 501(a)(6) — Individual Income. The Subscriber is a natural person who had an individual income in excess of Two Hundred Thousand Dollars ($200,000) in each of the two most recent calendar years, or joint income with the Subscriber's spouse or spousal equivalent in excess of Three Hundred Thousand Dollars ($300,000) in each of such years, and has a reasonable expectation of reaching the same income level in the current calendar year.
• [ ] Rule 501(a)(7) — Trust with Assets Exceeding $5,000,000. The Subscriber is a trust with total assets in excess of Five Million Dollars ($5,000,000), not formed for the specific purpose of acquiring the Interest, whose purchase is directed by a sophisticated person (as described in Rule 506(b)(2)(ii) of Regulation D).
• [ ] Rule 501(a)(8) — Entity with All Equity Owners as Accredited Investors. The Subscriber is an entity in which all of the equity owners are accredited investors (as defined in Rule 501(a) of Regulation D). If this box is checked, the Subscriber must identify each equity owner and indicate the basis for each such owner's accredited investor status on a separate schedule attached hereto.
• [ ] Rule 501(a)(9) — Employee Benefit Plan. The Subscriber is an employee benefit plan within the meaning of Title I of ERISA with total assets in excess of Five Million Dollars ($5,000,000), or a self-directed plan with investment decisions made solely by persons that are accredited investors, or a plan where the investment decision is made by a plan fiduciary that is a bank, insurance company, or registered investment adviser.
• [ ] Rule 501(a)(10) — State Plan. The Subscriber is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of Five Million Dollars ($5,000,000).
• [ ] Rule 501(a)(12) — Knowledgeable Employee. The Subscriber is a "knowledgeable employee" of the Fund, as defined in Rule 3c-5(a)(4) under the Investment Company Act.
• [ ] Rule 501(a)(13) — Family Office. The Subscriber is a "family office" as defined in Rule 202(a)(11)(G)-1 under the Advisers Act with assets under management in excess of Five Million Dollars ($5,000,000), not formed for the specific purpose of acquiring the Interest, and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
• [ ] Other. The Subscriber qualifies as an accredited investor under subsection __ of Rule 501(a) of Regulation D. Please describe the basis for accredited investor status: __________
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) — Individual with $5,000,000 in Investments. The Subscriber is a natural person (including any person who is a natural person and who holds the Interest through a revocable trust or as a joint tenant with his or her spouse) who owns not less than Five Million Dollars ($5,000,000) in "investments" as defined in Rule 2a51-1(b) under the Investment Company Act.
• [ ] Section 2(a)(51)(A)(ii) — Family-Owned Company. The Subscriber is a "family company" (as defined in Section 2(a)(51)(A)(ii) of the Investment Company Act, i.e., a company that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouses (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons) that owns not less than Five Million Dollars ($5,000,000) in investments.
• [ ] Section 2(a)(51)(A)(iii) — Qualified Trust. The Subscriber is a trust that (a) was not formed for the specific purpose of acquiring the Interest, and (b) as to which each trustee or other person authorized to make investment decisions, and each settlor or other person who has contributed assets to the trust, is a qualified purchaser as defined in Section 2(a)(51) of the Investment Company Act.
• [ ] Section 2(a)(51)(A)(iv) — $25,000,000 Institutional Qualified Purchaser. The Subscriber is a person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than Twenty-Five Million Dollars ($25,000,000) in investments.
• [ ] Qualified Institutional Buyer. The Subscriber is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act that is also a qualified purchaser within the meaning of Section 2(a)(51) of the Investment Company Act.
• [ ] Entity Owned Exclusively by Qualified Purchasers. The Subscriber is an entity, each beneficial owner of which is a qualified purchaser. If this box is checked, the Subscriber must identify each beneficial owner and indicate the basis for each such owner's qualified purchaser status on a separate schedule attached hereto.
Section D: Qualified Client Certification
D.1 — Basis for Qualified Client Status
The Subscriber represents and warrants that it qualifies as a "qualified client" as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended, on the basis of one or more of the following categories. Please check all categories that apply:
• [ ] Assets Under Management. The Subscriber is a natural person or company that has at least One Million One Hundred Thousand Dollars ($1,100,000) in assets under management with the investment adviser (the Management Company or an affiliated adviser) immediately after entering into the advisory contract or investment advisory relationship.
• [ ] Net Worth. The Subscriber is a natural person or company that has a net worth (together with assets held jointly with a spouse or spousal equivalent) of more than Two Million Two Hundred Thousand Dollars ($2,200,000) at the time the advisory contract is entered into, excluding the value of the Subscriber's primary residence (and any indebtedness secured by the primary residence, up to the fair market value of the residence).
• [ ] Qualified Purchaser. The Subscriber is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act at the time of the advisory contract.