4,500,000 Shares BG MEDICINE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2007 • BG Medicine, Inc. • Services-medical laboratories • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 13th, 2007 • BG Medicine, Inc. • Services-medical laboratories • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 9, 2007 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and BG MEDICINE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ContractBG Medicine, Inc. • November 13th, 2007 • Services-medical laboratories • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 13th, 2007 • BG Medicine, Inc. • Services-medical laboratories • California
This Intellectual Property Security Agreement (this “IP Agreement”) is made as of the 9th day of November, 2007, by and between BG MEDICINE, INC., a Delaware corporation with its principal place of business at 610 Lincoln Street, North Waltham, Massachusetts 02451 (“Grantor”), and SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Lender”).
AGREEMENTBG Medicine, Inc. • November 13th, 2007 • Services-medical laboratories
The undersigned hereby agrees that, if BG Medicine, Inc. (the "Company") does not complete a financing transaction of at least $3,000,000 of the type currently contemplated by the Company's Board of Directors (such as an initial public offering, a venture debt financing or other significant equity or debt financing with institutional investors) on or before October 26, 2007, then the undersigned will make available to the Company, immediately upon the Company's request, an amount of cash, up to a maximum of $3,000,000, sufficient to fund the Company's operations through the period ending on March 31, 2008. Such funding will be made available by each of the undersigned, severally, in the percentages set forth on Exhibit A attached hereto. Any funds actually provided to the Company hereunder will be evidenced by a series of promissory notes which will be repayable on June 30, 2008 and, if not repaid on that date, shall thereafter be immediately evidenced by a series of demand notes for t
