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) (the "Act"); WHEREAS, the Company is being formed in connection with the establishment and operation of Cobalt Life Sciences Opportunities Fund I, LP, a Delaware limited partnership (the "Fund"), for which Cobalt Life Sciences GP I, LLC, a Delaware limited liability company (the "General Partner"), will serve as general partner; WHEREAS, the Company will serve as the management company responsible for providing management, advisory, and administrative services to the Fund, and for employing the investment professionals who perform services for the Fund; WHEREAS, the Company will receive the management fee payable by the Fund pursuant to the Agreement of Limited Partnership of Cobalt Life Sciences Opportunities Fund I, LP, dated as of [●], 2026 (the "Partnership Agreement"), and will use such fees to fund the operating expenses of the management company, including employee compensation, office overhead, and general administrative costs; WHEREAS, the Members desire to enter into this Agreement to set forth their respective rights, obligations, and interests in the Company, and to provide for the governance, management, and operation of the Company in accordance with the Act and the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows: Right-click to update Table of Contents ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Delaware Limited Liability Company Act, 6 Del

"Organizational Expense Cap" means one million five hundred thousand dollars ($1,500,000), which is the maximum amount of Organizational Expenses that the Fund shall bear, as specified in the Partnership Agreement

Terms defined elsewhere in this Agreement shall have the meanings ascribed to them in the sections in which they are defined

Unless the context otherwise requires, (a) references to the singular include the plural and vice versa, (b) references to "herein," "hereof," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular section or provision, (c) references to "including" or "includes" mean "including without limitation," and (d) references to any statute or regulation shall be deemed to include all amendments thereto and any successor statute or regulation

The authorized person executing the Certificate of Formation on behalf of the Company shall be Dr

The registered agent of the Company in the State of Delaware shall be Hollowell Technologies, located at 1209 Orange Street, Wilmington, Delaware 19801