Nextbio Capital Management LP

Fees and Compensation
The Master Fund:

The Adviser, through its affiliated investment manager, receives a management fee from the
NEXTBio Master Fund, LP, which is calculated based on the interests in the Master Fund held by
its feeder funds. The management fee is generally charged at an annual rate of 1.25%, 2.00%, or
1.50%, depending on the series or class through which investors participate.

With respect to interests attributable to the NEXTBio Fund LP, the onshore feeder, the management
fee is calculated at an annual rate of 1.25% of Founders’ Capital Accounts, 2.00% of Series A
Capital Accounts, and 1.50% of Series B Capital Accounts. With respect to interests attributable to
the NEXTBio Fund Ltd., the offshore feeder fund, the management fee is calculated at the same
annual rates based on the gross asset value of the offshore feeder’s Founders’ Sub-Class Shares,
Sub-Class A Shares, and Sub-Class B Shares, respectively, as described in the offshore feeder
fund’s offering documents.

The management fee is calculated and paid quarterly in advance, based on the applicable capital
account balance or gross asset value as of the first day of each calendar quarter, as adjusted for
contributions, subscriptions, withdrawals, or redemptions during the quarter. The management fee
is treated as an expense of the Master Fund and is deducted in determining the Master Fund’s net
profits or losses, including for purposes of calculating any incentive allocation.

To the extent the management fee is charged at the Master Fund level, no separate management fee
is charged at the feeder fund level. The investment manager may, in its discretion and subject to the
Master Fund’s governing documents and applicable law, waive, reduce, or modify the management
fee for certain investors, including affiliates, employees, or other large or strategic investors, or
change the level at which it receives the management fee.

The Adviser also receives an incentive allocation at the Master Fund level, which is intended to
reward the Adviser for positive investment performance. Except with respect to profits and losses
attributable to investments in “new issue” securities, the net profits and net losses of the Master
Fund (including realized and unrealized gains and losses) are allocated among investors based on
the relative balances of their capital accounts.

As of the end of each fiscal year, and after achieving a 6% annualized, non-cumulative hurdle rate,
the General Partner is entitled to an incentive allocation with respect to interests in the Master Fund
attributable to both the onshore and offshore feeder funds. The incentive allocation is generally
equal to 15% of net profits attributable to Founders’ interests, 20% of net profits attributable to
Series A or Sub-Class A interests, and 17.5% of net profits attributable to Series B or Sub-Class B

interests, as applicable. The incentive allocation is subject to a loss carryforward, such that prior
losses must be recovered before an incentive allocation is taken.

For investors participating through the onshore feeder fund, the incentive allocation is calculated
based on each investor’s capital account within the applicable series. For investors participating
through the offshore feeder fund, the incentive allocation is calculated based on the net asset value
of the applicable class or sub-class of shares. If an investor participates in more than one series or
sub-class, the incentive allocation is calculated separately with respect to each such series or
sub-class.

If capital is withdrawn or redeemed other than at a fiscal year-end, any applicable incentive
allocation is calculated as if such withdrawal or redemption occurred at the end of the fiscal year.
The Master Fund’s fiscal year ends on December 31. To the extent the incentive allocation is taken
at the Master Fund level, no incentive allocation is charged at the feeder fund level.

The General Partner or the Investment Manager may, in its discretion and subject to the Master
Fund’s governing documents and applicable law, waive, reduce, or reallocate the incentive
allocation for certain investors, including affiliates, employees, or other large or strategic investors,
or permit certain persons or entities to participate in the incentive allocation as designated special
limited partners.

NEXTBio Evergreen LLC

The Adviser, through its affiliated Investment Manager, receives a management fee from NEXTBio
Evergreen LLC calculated at an annual rate of 1.25% of each member’s capital account. The
management fee is calculated and paid quarterly in advance, based on the value of each member’s
capital account as of the beginning of each calendar quarter, as adjusted for contributions and
withdrawals. For purposes of calculating the management fee, certain illiquid or special investments
may be valued at cost or fair value, as determined by the Investment Manager, and the portion of
the management fee attributable to such investments may be allocated only to participating
investors. The management fee is treated as an expense of the fund and is deducted in determining
net profits or losses. The Investment Manager may, in its discretion and subject to applicable law,
waive or reduce the management fee for certain investors, including affiliates, employees, or large
or strategic investors.

The Adviser (or its affiliate) is also entitled to an incentive allocation based on the Fund’s
performance. Except with respect to profits and losses attributable to investments in “new issue”
securities, net profits and losses are generally allocated among members based on their relative
capital accounts. As of the end of each fiscal year, after achieving a 6% annualized, non-cumulative
hurdle rate, the managing member is entitled to an incentive allocation equal to 15% of net profits,
subject to a loss carry forward that requires prior losses to be recovered before an incentive
...

Types of Clients

NEXTBio provides discretionary investment management services exclusively to private funds.
The Adviser may also sponsor and manage additional private funds with different investment
strategies as the business expands. In addition, the Adviser may manage other private investment
vehicles, as permitted by applicable agreements and fund requirements.

Interests in the Adviser’s Funds are offered in reliance on exemptions from registration under the
Securities Act of 1933, including Regulation D, and are offered and sold only to investors that meet
the applicable eligibility requirements under federal securities laws and the funds’ governing
documents, including accredited investors, qualified purchasers, and certain non-U.S. persons, as
applicable.

Certain funds advised by the Adviser rely on the exemption from registration as an investment
company under Section 3(c)(7) of the Investment Company Act of 1940 and are generally limited
to investors who are qualified purchasers. Other funds rely on the exemption under Section 3(c)(1)
of the Investment Company Act of 1940 and are subject to limitations on the number of investors
and, as a practical matter, are generally limited to accredited investors. The specific eligibility
requirements applicable to each fund are described in the relevant governing documents.

Each private fund advised by the Adviser has its own eligibility requirements, including minimum
investment amounts, which may differ among funds and among classes or series of interests.
Minimum investment amounts may be waived or modified for certain investors in NEXTBio’s
discretion, subject to the applicable Fund’s governing documents. The specific investor eligibility
requirements and minimum investment amounts applicable to each Fund are described in the
relevant offering documents.

NEXTBio does not currently provide advisory services to separately managed accounts (as that
term is used in Form ADV).

This firm Brochure is not an offer to invest in our Funds.