WARRANT TO PURCHASE 24,438 SHARES OF COMMON STOCKBG Medicine, Inc. • February 16th, 2012 • Services-medical laboratories • New York
THIS CERTIFIES THAT, for value received, GE Capital Equity Investments, Inc. (“Holder”) is entitled to subscribe for and purchase up to such number of fully paid and nonassessable shares of Common Stock of BG MEDICINE, INC., a Delaware corporation (“Company”), as is equal to the Warrant Share Amount (as hereinafter defined) at the Warrant Price (as hereinafter defined) per share, subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean Company’s presently authorized common stock, $0.001 par value per share, and any stock into which such common stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Common Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Common Stock may hereafter be converted or exchanged.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 16th, 2012 • BG Medicine, Inc. • Services-medical laboratories • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of February 10, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”), BG MEDICINE, INC., a Delaware corporation (“Borrower”), and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”).
PLEDGE AGREEMENTPledge Agreement • February 16th, 2012 • BG Medicine, Inc. • Services-medical laboratories • New York
This PLEDGE AGREEMENT, dated as of February 10, 2012 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”), by and among BG MEDICINE, INC., a Delaware corporation, (“Borrower”, and Borrower, together with any other Person that joins this Pledge Agreement as a Pledgor in accordance with Section 27, collectively, the “Pledgors” and each a “Pledgor”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as agent (in such capacity and together with any successors, endorsees and assigns, “Agent”) for itself and the lenders from time to time party to the Loan Agreement hereinafter defined (collectively, the “Lenders”).
