BG MEDICINE, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 28th, 2007 • BG Medicine, Inc. • Services-medical laboratories • Delaware
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the "Agreement") is made as of May 1, 2007, by and among BG Medicine, Inc., a Delaware corporation (the "Company"), and the holders of capital stock of the Company as set forth on Schedule A hereto (the "Preferred Stockholders").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 28th, 2007 • BG Medicine, Inc. • Services-medical laboratories • Delaware
THIS SECURITIES PURCHASE AGREEMENT, (the “Purchase Agreement”) dated as of December 27, 2007 (the “Effective Date”), is by and among BG Medicine, Inc., a Delaware Corporation (the “Company”), and the persons or entities identified on Schedule A attached hereto (which persons or entities, with any of their successors or assignees, are hereinafter referred to individually as a “Purchaser” and collectively, the “Purchasers”).
ContractConvertible Promissory Note • December 28th, 2007 • BG Medicine, Inc. • Services-medical laboratories • Delaware
THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
