BG MEDICINE, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 12th, 2015 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of [ ], 2015, 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 “Stockholders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 12th, 2015 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 12, 2015, by and among BG Medicine, Inc., Delaware corporation (the “Company”), and the parties set forth on Annex A hereto as Purchasers (each a “Purchaser” and collectively, the “Purchasers”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • May 12th, 2015 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of May 12, 2015, by and among the holders of the Subordinated Debt (as defined below) signatory hereto from time to time and their permitted successors and assigns (collectively, the “Subordinated Creditor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as agent for the lenders under the Senior Loan Agreement (as defined below) (together with its successors and assigns, in such capacity, the “Senior Creditor Agent”), and is consented to and acknowledged by BG MEDICINE, INC., a Delaware corporation (the “Company”).
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THEY MAY NOT BE SOLD...Convertible Note • May 12th, 2015 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
THIS INSTRUMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY LIENS OR OTHER SECURITY INTERESTS SECURING SUCH RIGHTS AND OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF MAY 12, 2015, BY AND AMONG THE SUBORDINATED CREDITORS IDENTIFIED THEREIN AND GENERAL ELECTRIC CAPITAL CORPORATION IN ITS CAPACITY AS AGENT FOR CERTAIN LENDERS (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, “SENIOR CREDITOR AGENT”), TO CERTAIN INDEBTEDNESS, RIGHTS, AND OBLIGATIONS OF BG MEDICINE, INC. TO SENIOR CREDITOR AGENT AND SENIOR CREDITOR (AS DEFINED THEREIN) AND LIENS AND SECURITY INTERESTS IN FAVOR OF SENIOR CREDITOR AGENT SECURING THE SAME ALL AS DESCRIBED IN THE SUBORDINATION AGREEMENT; AND EACH HOLDER AND TRANSFEREE OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROV
BG MEDICINE, INC. SECURITY AGREEMENTSubordination Agreement • May 12th, 2015 • BG Medicine, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
This Security Agreement dated as of May 12, 2015 (this “Agreement”) by and among BG Medicine, a Delaware corporation (“Debtor”), and each Investor party to the Purchase Agreement (defined below) that is a signatory hereto (each a “Secured Party” and collectively, “Secured Parties”).
