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Exhibit 4.4  



THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED HYPOTHECATED OR OTHERWISE TRANSFERRED IN VIOLATION OF SUCH ACT, THE
RULES AND REGULATIONS THEREUNDER, OR THE PROVISIONS OF THIS WARRANT. 



	No. of Shares of Common Stock: 6,757	 	Warrant No. 4121384-014




 
 

WARRANT    
    
    To Purchase Common Stock of    
    
    BG MEDICINE, INC.    
    


        GENERAL ELECTRIC CAPITAL CORPORATION, or registered assigns, in exchange for consideration the receipt and sufficiency of which is hereby acknowledged, is
entitled, at any time during the Exercise Period (as hereinafter defined), to purchase from BG Medicine, Inc., a Delaware corporation
("Company"), 6,757 shares of Common Stock (as hereinafter defined and subject to adjustment as provided
herein), in whole or in part, at a purchase price of One Dollar and Fifty Cents ($1.50) per share (subject to adjustment as provided in
Article IV) (as so adjusted, the ("Exercise Price") on the terms and conditions set forth herein. 


I.    DEFINITIONS    


        The
following terms have the meanings set forth below: 


        "Additional Shares of Common Stock" means all shares of Common Stock issued by Company after the date of this Warrant other than Warrant
Stock. 


        "Board" means the Board of Directors of Company. 


        "Business Day" means any day that is not a Saturday, a Sunday or a day on which commercial banks in the State of [New
York] [or the jurisdiction of the principal office of Company] are required or permitted by law or executive order to be closed. 


        "Common Stock" means (except where the context otherwise indicates) the Common Stock, par value $.001 per share, of Company as constituted
on the date of this Warrant, and any capital stock into which such Common Stock may thereafter be reclassified or otherwise changed, and shall also include (i) capital stock of Company of any
other class (regardless of how denominated) issued to the holders of shares of Common Stock upon any reclassification thereof and (ii) shares of "common stock of the successor or acquiring
corporation" (as defined in Section 4.6) received by or distributed to the holders of Common Stock of Company in the circumstances contemplated by Section 4.6. 


        "Company" has the meaning set forth in the recitals. 



        "Convertible Security" means any option, warrant or share of preferred stock of Company or any other security or instrument, including
without limitation any evidence of indebtedness, in any case, which is convertible directly or indirectly into or exchangeable with or without payment of additional consideration for Additional Shares
of Common Stock, either immediately or upon the occurrence of a specified date or a specified event. 


        "Current Market Price" means, in respect of a share of Common Stock on any date of determination, either (a) if there shall then be
a public market for the trading of Common Stock, the average of the daily market prices (determined as provided below) for ten (10) consecutive trading days commencing 12 trading days
immediately before such date, or (b) if there shall not then be a public trading market for the Common Stock, the fair market value (determined as provided below) of a share of the Common Stock
as at such date. For purposes of clause (a), the "daily market price" for any trading day shall be (i) the closing price of the principal trading session on such day on the New York
Stock Exchange or other principal national stock exchange or, if none, the last sale price on the 







 



National
Market of the NASDAQ on which the Common Stock is then listed or admitted to trading, (ii) if no sale takes place on such day on any such exchange or NASDAQ, the average of the last
reported closing bid and ask prices on such day as officially quoted on any such exchange or NASDAQ, (iii) if the Common Stock is not then listed or admitted to trading on any national stock
exchange or National Market of NASDAQ, the average of the last reported closing bid and ask prices on such day in the over-the-counter market as furnished by the National
Quotation Bureau, Incorporated (or similar organization or agency succeeding to its functions of reporting security prices), or (iv) if there is no such firm, as furnished by any member of the
NASD or the New York Stock Exchange selected by the Required Holders and Company or, if they cannot agree upon such selection, as selected by two such members of the NASD or New York Stock Exchange,
one of which shall be selected by the Required Holders and one of which shall be selected by Company. For purposes of clause (b), "fair market value" shall be the price that reflects the value
of such shares on a fully distributed basis (that is, as if such shares were traded on a free and active market on an exchange or over-the-counter) in a sale by a willing
seller under no compulsion to sell and a willing buyer under no compulsion to buy, without any premium or discount for any reason, including but not limited to any discount related to the offering of
such shares, any premium for control or any discount for illiquidity, as agreed upon by Company and the Required Holders; provided,  however, that if
Company and the Required Holders cannot agree on such fair market value, then Company shall engage [an appraisal firm of
nationally recognized standing mutually acceptable to and selected by Company and the Required Holders within ten (10) days after the date of the event or notice giving rise to the need to
determine fair market value] to determine fair market value in accordance with the preceding provisions. If [Company and the Required Holders cannot agree on a mutually
acceptable appraisal firm within such ten (10) day period] [or if Appraisal Firm is unable or unwilling to perform the valuation contemplated hereby],
Company and the Required Holders shall, within such ten (10) day period, each choose one appraisal firm of recognized standing and the respective chosen firms shall, within five (5) days
after the later of such firms is chosen, agree on another appraisal firm which shall be engaged to make the determination of the fair market value in accordance with the preceding provisions. The
determination by the engaged firm shall be made as soon as practicable, but not later than thirty (30) days after the date such firm is engaged. The cost of the appraisal firm or firms selected
shall be borne by Company. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder. 


        "Exercise Period" has the meaning set forth in Section 2.1. 


        "Exercise Price" has the meaning set forth in the first paragraph of this Warrant. 


        "Expiration Date" means the last day of the Exercise Period on which the Warrant may be exercised. 



        "Governmental Authority" means any nation or government, any state or other political subdivision thereof, and any agency, department or
other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 


        "Holder" means GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation, any of its successors, or any of their registered assigns. 


        "NASD" means the National Association of Securities Dealers, Inc., or any successor thereto. 


        "NASDAQ" means the automated quotation system of the NASD. 


        "Organic Change" means (a) any sale, lease, exchange or other transfer of all or substantially all of the property, assets or
business of Company, (b) any liquidation, dissolution or winding up of Company, whether voluntary or involuntary, (c) any merger or consolidation to which Company is a party and pursuant
to which either (i) the holders of the voting securities of Company immediately 


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prior
thereto own less than a majority of the outstanding voting securities of the surviving entity immediately following such transaction or (ii) the holders of the voting securities of
Company immediately prior thereto do not have the ability to elect a majority of the members of the board of directors (or Persons performing similar functions) of the surviving entity immediately
following such transaction, or (d) any Person or group (as such term is used in Section 13(d) of the Exchange Act) of Persons, other than [NAME ANY CURRENT CONTROLLING
STOCKHOLDERS], shall either (i) beneficially own (as defined in Rule 13d-3 under the Exchange Act) securities of Company representing 50% or more of the voting
securities of Company then outstanding or (ii) have the ability to elect a majority of the members of the board of directors (or Persons performing similar functions) of the surviving entity.
For purposes of the preceding sentence, "voting securities" shall mean securities, the holders of which are ordinarily entitled to elect the members of the board of directors (or Persons performing
similar functions). For purposes of this definition, Organic Change will not result from future external investment that may result in ownership changes greater than 50%. 


        "Outstanding" means, when used with reference to Common Stock, on any date, all issued shares of Common Stock on such date, except shares
then owned or held by or for the account of Company or any Subsidiary thereof (or any successors or acquiring corporation), and shall include all shares issuable in respect of outstanding scrip or any
certificates representing fractional interests in shares of Common Stock. 


        "Permitted Issuances" means the issuance or sale, approved by the Board of Directors, of equity securities issued or issuable
(i) to directors, officers, employees, or consultants of the Corporation pursuant to any contract, compensation or incentive plan approved by the Board of Directors, (ii) to consultants,
vendors and other service providers pursuant to contracts approved by the Board of Directors, (iii) solely in consideration for the acquisition (whether by merger or otherwise) by the
Corporation of all or substantially all of the capital stock or assets of any other entity, (iv) primarily in connection with a debt or lease financing, (v) in connection with a joint
venture, licensing, development, technology, marketing or similar strategic relationship, or (vi) upon conversion of Company's Convertible Securities. 


        "Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated
organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any
instrumentality, division, agency, body or department thereof). 


        "Required Holders" means the holders of Warrants exercisable for in excess of 50% of the aggregate number of Warrant Stock then
purchasable upon exercise of all Warrants. 


        "SEC" means the U.S. Securities and Exchange Commission, or any successor thereto. 


        "Securities Act" means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder. 



        "Subsidiary" means, with respect to any Person, (a) any corporation of which outstanding capital stock having ordinary voting power
to elect a majority of the board of directors of such corporation is at the time, directly or indirectly, owned legally and/or beneficially by such Person and/or one or more Subsidiaries of such
Person, and (b) any partnership, limited liability company or other entity in which such Person and/or one or more Subsidiaries of such Person shall have a voting or management interest
(whether in the form of voting or participation in profits or capital contribution) of more than 50%. 



        "Transfer" means any disposition of any Warrant or Warrant Stock or of any interest in either thereof, which would constitute a sale
thereof within the meaning of the Securities Act. 


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        "Warrant" means this Warrant and all warrants issued upon transfer, division or combination of, or in substitution for, this Warrant. All
Warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Common Stock for which they may be exercised. 



        "Warrant Price" means an amount equal to (i) the number of shares of Common Stock being purchased upon exercise of this Warrant
pursuant to Section 2.1, multiplied by (i) the Exercise Price as of the date of such exercise. 


        "Warrant Stock" means the shares of Common Stock issued or issuable upon the exercise of this Warrant. 


II.    EXERCISE OF WARRANT    



        2.1    Exercise Period    From and after the date hereof and until 5:00 P.M., New York time, on  December 22, 2016 (the
"Expiration Date"), subject to extension pursuant to Section 2.2(e) (the "Exercise
Period"), Holder may exercise this Warrant, on any Business Day, for all or any part of the Warrant Stock. 


        2.2    Exercise Notice; Delivery of Certificates    



        (a)   In
order to exercise this Warrant, Holder shall deliver (which such delivery may, at Holder's option, be by facsimile) to Company at its principal office designated by
Company in Section 14.2, a duly executed written notice of Holder's election to exercise this Warrant, specifying the number of shares of Warrant Stock to be purchased, in substantially the
form attached hereto as Exhibit A (the "Subscription Notice"). 


        (b)   Upon
receipt of a Subscription Notice, Company shall, as promptly as practicable, and in any event within twenty (20) Business Days, subject to receipt of any
necessary regulatory approvals (including expiration of any applicable waiting period), thereafter, deliver to Holder a duly executed certificate or certificates representing the aggregate number of
full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. Such stock certificate or certificates shall be in such
denominations and registered in the name designated in the Subscription Notice, subject to Article IX. 


        (c)   In
addition, as soon as practicable after the delivery of a Subscription Notice, but subject to the receipt of any necessary regulatory approvals (including expiration
of any applicable waiting period), Holder shall deliver in person, by certified mail or courier, to Company at the aforementioned address, (i) if Holder has elected pursuant to the applicable
Subscription Notice to make payment of the Warrant Price pursuant to Section 2.3(a), such payment and (ii) this Warrant. 


        (d)   Upon
the date required for issuance of the applicable shares of Warrant Stock pursuant to Section 2.2(b) and receipt of any payment required pursuant to
Section 2.2(c), Holder or any other Person so designated in the applicable Subscription Notice shall be deemed to have become a holder of record of the applicable Warrant Stock for all
purposes. If this Warrant shall have been exercised in part, Company shall deliver to Holder a new Warrant evidencing the rights of Holder to purchase the remaining shares of Warrant Stock issuable
upon exercise of this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or appropriate notation may be made on this Warrant and the same returned to Holder. 


        (e)   If
in connection with the exercise of a Warrant or acquisition of Warrant Stock by Holder, any regulatory approval shall be required, including expiration of any
applicable waiting period, then, if the Warrant is exercised prior to such approval, the Expiration Date shall be extended while any such regulatory approval or waiting period is pending. Without
limiting the foregoing, Company hereby acknowledges that the exercise of this Warrant by Holder may subject Company and/or Holder to the filing requirements of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If on or before the expiration Date, Holder has sent the 



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Subscription
Notice to Company and Holder has not been able to complete the exercise of this Warrant prior to the Expiration Date because of restrictions under the HSR Act, Holder shall be entitled to
complete the process of exercising this Warrant in accordance with the procedures contained herein notwithstanding the fact that completion of the exercise of this Warrant would take place after the
Expiration Date. 




        2.3    Payment of Warrant Price; Net Issue Exercise    



        (a)   Payment
of the Warrant Price shall be made at the option of Holder by (i) cash, by check or by wire transfer or (ii) cancellation by Holder of indebtedness
of Company to Holder; or (iii) any combination thereof. 


        (b)   In
lieu of the payment methods set forth in Section 2.3(a) above, Holder may elect to exchange all or part of the Warrant for shares of Warrant Stock equal to the
value of the amount of the Warrant being exchanged on the date of exchange. All references in this Warrant to an "exercise" of the Warrant shall
include a net issue exercise pursuant to this Section 2.3(b). If Holder elects to exchange all or part of the Warrant as provided in this Section 2.3(b), Holder shall tender to Company
the Warrant for the amount being exchanged, along with a Subscription Notice indicating Holder's election to exchange all or part of the Warrant, and Company shall issue to Holder the number of shares
of Warrant Stock computed using the following formula: 



	 	X=	Y(A-B)
 A	 
	

 	

Where
	

 	

X=	

number of shares of Warrant Stock to be issued to Holder upon exercise;
	

 	

Y=	

total number of shares of Warrant Stock purchasable under the Warrant (or, if only a portion, the amount of Warrant Stock for which the Warrant is being exchanged);
	

 	

A=	

Current Market Price of one share of Warrant Stock; and
	

 	

B=	

Exercise Price (as adjusted to the date of such calculation).





        2.4    Fractional Shares    Company shall not be required to issue a fractional share of Warrant Stock upon exercise
of any Warrant. As to any fraction of a share which Holder of one or more Warrants would otherwise be entitled to purchase upon such exercise, Company shall pay a cash adjustment in respect of such
fractional share in an amount equal to the same fraction of the Current Market Price per share of Warrant Stock on the date of exercise. 


III.    TRANSFER, DIVISION AND COMBINATION    



        3.1    Transfer    Subject to compliance with Article IX of this Warrant, Company shall register any Transfer
of this Warrant and all rights hereunder, in whole or in part, on the books of Company to be maintained for such purpose, upon surrender by Holder of this Warrant at the principal office of Company
referred to in Section 14.2, together with a duly executed written assignment of this Warrant substantially in the form of Exhibit B
hereto and funds sufficient to pay any transfer taxes payable upon the making of such Transfer. Promptly following such surrender and, if required, such payment, Company shall at its expense, subject
to Article IX, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in compliance with Article IX, may
be exercised by a new Holder for the purchase of shares of Common Stock without having a new Warrant issued. 


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        3.2    Division and Combination    Subject to Article IX, this Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office or agency of Company, together with a duly executed written notice specifying the names and denominations in which new Warrants are to be
issued. Subject to compliance with Section 3.1 and with Article IX as to any Transfer which may be involved in such division or combination, Company shall execute and deliver a new
Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. 



        3.3    Maintenance of Books    Company agrees to maintain, at its office referred to in Section 14.2, books for
the registration of Transfer of the Warrants. 


IV.    ADJUSTMENTS    


        The
number of shares of Warrant Stock for which this Warrant is exercisable, and the Exercise Price at which such shares may be purchased upon exercise of this Warrant, shall be subject
to adjustment from time to time as set forth in this Article IV. 



        4.1    Stock Dividends, Stock Splits, Subdivisions and Combinations    If at any time Company shall: 



        (a)   take
a record of the holders of Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, Common Stock, 


        (b)   subdivide
or split its Outstanding shares of Common Stock into a larger number of shares of Common Stock, or 



        (c)   combine
or reclassify its Outstanding shares of Common Stock into a smaller number of shares of Common Stock; 




then,
in each of cases (a), (b) and (c) above, (i) the number of shares of Warrant Stock for which this Warrant is exercisable immediately after the occurrence of any such event shall be
adjusted to equal the number of shares of Warrant Stock which a record holder of the same number of shares of Warrant Stock for which this Warrant is exercisable immediately prior to the occurrence of
such event or the record date therefor, whichever is earlier, would own or be entitled to receive after the happening of such event, and (ii) the Exercise Price shall be adjusted to equal
(A) the Exercise Price multiplied by the number of shares of Warrant Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of shares
of Warrant Stock for which this Warrant is exercisable immediately after such adjustment. 


        4.2    Certain Other Distributions and Adjustments.    If at any time Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or shall in any manner declare, order, pay or make a dividend or other distribution (including, without
limitation, any distribution of stock or other securities, debt or property or rights or warrants to subscribe for securities of Company or any of its Subsidiaries by way of dividend or
spin-off or any other assets) on its Common Stock, other than dividends or distributions of shares of Common Stock which are referred to in Section 4.1, then and in each such case,
(a) the number of shares of Warrant Stock for which this Warrant is exercisable shall be adjusted to equal the number of shares of Common Stock which a record holder of the same number of
shares of Warrant Stock for which this Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and
(b) the Exercise Price to be in effect after such record date shall be determined by multiplying (1) the Exercise Price in effect immediately prior to such record date by (2) a
fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such record date less the fair market value (determined as set forth in paragraph 4.5(a)) of such
dividend or distribution per share of Common Stock and the denominator of which shall be such the Exercise Price in effect immediately prior to such record date. 


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        4.3    Issuance of Additional Shares of Common Stock.    



        (a)   If
at any time Company shall issue or sell any Additional Shares of Common Stock, other than Permitted Issuances or as referred to in Sections 4.1 and 4.2 above,
in exchange for consideration in an amount per Additional Share of Common Stock less than the Exercise Price at the time the Additional Shares of Common Stock are issued, then (i) the Exercise
Price shall be reduced to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock Outstanding immediately prior to such issuance or sale
(calculated on a fully diluted basis assuming the conversion of outstanding preferred stock and the exercise, exchange or conversion of all outstanding options and warrants) multiplied by the then
existing Exercise Price, plus (y) the consideration, if any, received by Company upon such issuance or sale, by (B) the total number of shares of Common Stock Outstanding immediately
after such issuance or sale (calculated on a fully diluted basis assuming the conversion of outstanding preferred stock and the exercise, exchange or conversion of all outstanding options and
warrants); and (ii) the number of shares of Warrant Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Exercise Price in effect
immediately prior to such issuance or sale by the number of shares of Warrant Stock for which this Warrant is exercisable immediately prior to such issuance or sale and dividing the product thereof by
the Exercise Price resulting from the adjustment made pursuant to clause (i) above. 


        (b)   The
provisions of paragraph (a) of this Section 4.3 shall not apply to (i) any issuance of Additional Shares of Common Stock for which an adjustment
is provided under Section 4.1 or Section 4.2 or (ii) any issuance of any Additional Shares of Common Stock pursuant to any Convertible Security, if and only to the extent that
such adjustment shall previously have been made upon the issuance of such Convertible Security pursuant to Section 4.4. 




        4.4    Issuance of Convertible Securities or Other Rights.    If at any time Company shall take a record of the
holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which Company is the surviving
corporation) issue or sell, any Convertible Securities or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, other than Permitted Issuances,
whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share together with any consideration received by Company upon issuance of the Convertible
Security, for which Common Stock is issuable upon the exercise of such Convertible Securities shall be less than the Exercise Price in effect immediately prior to the time of such record, issuance or
sale, then the number of shares of Warrant Stock and the Exercise Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock
issuable pursuant to all such Convertible Securities shall be deemed to have been issued and outstanding and Company shall be deemed to have received all of the consideration payable therefor, if any,
as of the date of the issuance of such Convertible Securities or other rights. 


        4.5    Other Provisions Applicable to Adjustments under Article IV.    The following provisions shall be
applicable to the making of adjustments of the number of shares of Warrant Stock for which this Warrant is exercisable and the Exercise Price provided for in this Article IV: 



        (a)    Computation of Consideration.    To the extent that any Additional Shares of Common Stock or any Convertible
Securities or any rights to acquire Convertible Securities shall be issued for cash consideration, the consideration received by Company therefor shall be the amount of the cash received by Company
therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or
Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable
for accrued interest or accrued dividends and subtracting any 



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compensation,
discounts or expenses paid or incurred by Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a
consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of
such issuance as determined in good faith by Company's Board. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase
such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which Company issues any securities, the amount of consideration therefor shall be
deemed to be the fair value, as determined in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation as the Board in good faith shall determine to be
attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable
pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by Company for issuing such warrants or other rights plus the additional
consideration payable to Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Convertible
Securities shall be the consideration received by Company for issuing warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to
Company in respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to Company upon the exercise of the right of conversion or
exchange in such Convertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends upon any
class of stock other than Common Stock, Company shall be deemed to have received for such Additional Shares of Common Stock or Convertible Securities a consideration equal to the amount of such
dividend so paid or satisfied. 


        (b)    When Adjustments to be Made.    The adjustments required by this Article IV shall be made whenever and
as often as any specified event requiring an adjustment shall occur. 


        (c)    Fractional Interests.    In computing adjustments under this Article IV, fractional interests in Common
Stock shall be taken into account to the nearest 1/l0th of a share. 



        (d)    When Adjustment Not Required.    If Company shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan
to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment
previously made in respect thereof shall be rescinded and annulled. 




        4.6    Organic Change.    In case of any Organic Change, Holder shall have the right thereafter to receive, upon
exercise of the Warrant, in lieu of the Warrant Stock issuable upon such exercise prior to consummation of such Organic Change, the kind and amount of shares of stock, other securities, cash and
property receivable (including cash, and including any right to select the consideration so receivable) upon the consummation of such Organic Change by a holder of that number of shares of Warrant
Stock into which the Warrant was exercisable immediately prior to such Organic Change (including, on a pro rata basis, the cash, securities or property
received by holders of Common Stock in any tender or exchange offer that is a step in such Organic Change), assuming such holder of Common Stock is not a Person with which Company consolidated or into
which Company merged or which merged into Company or to which such sale or transfer was made, as the case may be, or an affiliate of such a Person. In case securities or property other than Common
Stock shall be issuable or deliverable upon conversion as aforesaid, then all references in this Article IV shall be deemed to apply, so far as appropriate and nearly as may be, to such other
securities or property. In case of any Organic Change, 


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the
successor or acquiring corporation (if other than Company) shall expressly assume the due and punctual observance and performance of each covenant and condition of this Warrant to be performed and
observed by Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board) in order to provide for
adjustments of shares of Warrant Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Article IV. For purposes
of this Section 4.6, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any
other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such
stock. The foregoing provisions of this Section 4.6 shall similarly apply to successive Organic Changes. 


V.    NOTICES TO WARRANT HOLDERS    


        5.1    Notice of Adjustments.    Whenever an adjustment to this Warrant is made pursuant to Article IV, Company
shall promptly deliver to Holder (by facsimile and by either first class mail, postage prepaid or overnight delivery) a certificate executed by the chief financial officer of Company setting forth, in
reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated, specifying the number of shares of Warrant Stock for which this Warrant is exercisable and
(if such adjustment was made pursuant to Section 4.6) describing the number and kind of any other shares of stock or other securities or property for which this Warrant is exercisable, and any
change in Exercise Price, after giving effect to such adjustment or change. Company shall keep the office or agency designated pursuant to Section 14.2 copies of all such certificates and cause
the same to be available for inspection at said office during normal business hours by any Holder or any prospective purchaser of a Warrant designated by a Holder thereof. Any adjustment to this
Warrant pursuant to Article IV shall be automatic and shall occur without any action on the part of Company or Holder, and any failure by Company to comply with the terms of this
Section 5.1 (including any error made by Company in the calculations described above) shall have no effect on such automatic adjustment. Notwithstanding any other provision of this
Section 5.1, Holder shall retain the right to contest the adjustment calculations provided by Company described above, and such calculations shall not be entitled to any presumption of accuracy
in any case, action or other proceeding to determine the actual amount of adjustment required by Article IV. 


        5.2    Notice of Corporate Action.    If at any time 



        (a)   Company
shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe
for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right; or 


        (b)   there
shall be approved by the Board any capital reorganization of Company, any reclassification or recapitalization of the capital stock of Company or any consolidation
or merger of Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of Company to, another corporation, including without limitation any
such event constituting an Organic Change; or 


        (c)   there
shall be a voluntary or involuntary dissolution, liquidation or winding up of Company; 




then,
in any one or more of such cases, Company shall use commercially reasonable efforts give to Holder prompt notice of such action by the Company. Such notice shall also specify (i) the date
on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and 


9







 

the
amount and character thereof and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up
is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property
deliverable upon such event. It is specifically agreed that failure of the Company to provide notice pursuant to this Section 5.2 shall not be deemed a material breach of this Warrant. 


VI.    NO IMPAIRMENT    



        Company
shall not by any action, including, without limitation, amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the
generality of the foregoing, Company will take all such action as may be necessary or appropriate in order that Company may upon the exercise of this Warrant validly and legally issue fully paid and
nonassessable shares of Common Stock that are not subject to preemptive rights, including taking such action as is necessary for the Exercise Price to be not less than the par value of the shares of
Common Stock issuable upon exercise of this Warrant. Company will obtain all such authorizations, exemptions or consents from any Governmental Authority having jurisdiction thereof, or any other
Person, as may be necessary to enable Company to perform its obligations under this Warrant. Without limiting the foregoing, Company will make any filings under the HSR Act required in order to
perform its obligations under this Warrant. 


VII.    RESERVATION AND AUTHORIZATION OF COMMON STOCK    



        From
and after the date of this Warrant, Company shall at all times reserve and keep available for issue upon the exercise of this Warrant such number of its authorized but unissued
shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. All shares of Warrant Stock which shall be so issuable, when issued upon exercise of this Warrant and
payment therefor in accordance with the terms of this Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. 


VIII.    TAKING OF RECORD; STOCK AND WARRANT TRANSFER OF BOOKS    



        In
the case of all dividends or other distributions by Company to the holders of its Common Stock with respect to which any provision of Article IV refers to the taking of a
record of such holders, Company will take such record as of the close of business on a Business Day. Company will not at any time, except upon dissolution, liquidation or winding up of Company, close
its stock transfer books or Warrant transfer books so as to prevent or delay the exercise or transfer of this Warrant. 


IX.    RESTRICTIONS ON TRANSFERABILITY    



        The
Warrant and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Article IX. Holder, by acceptance of
this Warrant, agrees to be bound by the provisions of this Article IX. 


        9.1    Restrictive Legends.    



        (a)   Except
as otherwise provided in this Article IX, each certificate for Warrant Stock initially issued upon the exercise of this Warrant shall be stamped or
otherwise imprinted with a legend in substantially the following form: 



"THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED HYPOTHECATED OR OTHERWISE 




10







 


TRANSFERRED
IN VIOLATION OF SUCH ACT OR THE RULES AND REGULATIONS THEREUNDER." 




        (b)   Except
as otherwise provided in this Article IX, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: 



"THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED HYPOTHECATED OR OTHERWISE TRANSFERRED IN VIOLATION OF SUCH ACT, THE
RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT." 





        9.2    Notice of Proposed Transfers.    Prior to or promptly following any Transfer of any Warrants or any shares of
restricted Warrant Stock, the holder of such Warrants or restricted Warrant Stock shall give written notice to Company of such Transfer. Each certificate, if any, evidencing such shares of restricted
Warrant Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a), and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in
Section 9.1(b), unless such restrictive legend is not required pursuant to Section 9.3. 


        9.3    Termination of Restrictions.    The restrictions and requirements imposed by this Article IX shall
terminate as to any particular Warrant or share of Warrant Stock (a) when and so long as such security shall have been effectively registered under the Securities Act, (b) when Company
shall have received an opinion of counsel (which may be Holder's inside corporate counsel) that such security may be transferred without registration thereof under the Securities Act or (c) a
sale of such security is made pursuant to SEC Rule 144. Whenever the restrictions imposed by Article IX shall terminate as to this Warrant, as hereinabove provided, Holder shall be
entitled to receive from Company, at the expense of Company, a new Warrant without the restrictive legend set forth in Section 9.1(b). Whenever the restrictions imposed by this
Article IX shall terminate as to any share of Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from Company, at the expense of Company, a new certificate
representing such Common Stock not bearing the restrictive legend set forth in Section 9.1(a). 


X.    SUPPLYING INFORMATION    


        Company
shall cooperate with each Holder of a Warrant and each holder of Warrant Stock in supplying such information as may be reasonably requested with respect to the Company and its
businesses and operations (including reasonable access to management and operational personnel): (i) in connection with such Holder evaluating if, and to what extent, it shall exercise the
Warrant, and (ii) in order for such Holder to complete and file any information reporting forms presently or hereafter required by the SEC or any other governmental entity as a condition to the
availability of an exemption from the registration requirements of the Securities Act for the sale of any Warrant or share of Warrant Stock. Company shall also supply such information as may be
reasonably necessary for such Holder to comply with tax and other applicable laws and applicable financial reporting and accounting rules standards. 


XI.    LOSS OR MUTILATION    


        Upon
receipt by Company from any Holder of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this Warrant and indemnity
reasonably satisfactory to it (it being understood that the written agreement of Holder shall be sufficient indemnity), and in case of mutilation upon surrender and cancellation hereof, Company will
execute and deliver in lieu hereof a new Warrant of like tenor to such Holder; provided, in the case of mutilation, no indemnity shall be required if
this Warrant in identifiable form is surrendered to Company for cancellation. 


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XII.    NO STOCKHOLDER RIGHTS; LIMITATION OF LIABILITY    


        No
provision hereof shall be deemed to impose any rights or obligations upon Holder as a stockholder in Company prior to Holder's exercise of this Warrant and the issuance to Holder of
Warrant Shares. Without limiting the foregoing, no provision hereof and no enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of such Holder for the
purchase price of any Warrant Stock or as a stockholder of Company, whether such liability is asserted by Company, by creditors of Company or by any third party. 


XIII.    REPRESENTATIONS AND WARRANTIES OF COMPANY    


        Company
hereby represents and warrants to Holder that, [except as set forth in the schedule attached to this Warrant as  Exhibit C (the "Disclosure Schedule")],
 the statements in the following paragraphs of
this Article XIII are true and correct as of the date hereof [EXCEPT FOR 13.1 EVERYTHING IS AS OF THE DATE OF THE HEREOF, AND 13.1 IS NOT MATERIAL FOR DETERMINING WHETHER OR NOT TO
EXERCISE]. 


        13.1    Corporate Organization and Authority.    Company (a) is a corporation duly organized, validly existing,
and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as
proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required. 



        13.2    Corporate Power.    Company has all requisite legal and corporate power and authority to execute, issue and
deliver the Warrant, to issue the Common Stock issuable upon exercise or conversion of the Warrant, and to carry out and perform its obligations under the Warrant. 


        13.3    Authorization; Enforceability.    All corporate action on the part of Company, its officers, directors and
shareholders necessary for the authorization, execution, delivery and performance of its obligations under this Warrant and for the authorization, issuance and delivery of the Warrant and the Warrant
Stock issuable upon exercise of the Warrant has been taken and this Warrant constitutes the legally binding and valid obligation of Company enforceable in accordance with its terms. 


        13.4    Valid Issuance of Warrant and Warrant Stock.    The Warrant has been validly issued and is free of
restrictions on transfer other than restrictions on transfer set forth herein and under applicable state and federal securities laws. The Warrant Stock issuable upon conversion of this Warrant, when
issued, sold and delivered in accordance with the terms of this Warrant for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of
restrictions on transfer other than restrictions on transfer under this Warrant and under applicable state and federal securities laws. Subject to applicable restrictions on transfer, the issuance and
delivery of the Warrant and the Warrant Stock issuable upon conversion of the Warrant are not subject to any preemptive or other similar rights or any liens or encumbrances except as specifically set
forth in Company's Amended and Restated Certificate of Incorporation or this Warrant. The offer, sale and issuance of the Warrant and Warrant Stock, as contemplated by this Warrant, are exempt from
the prospectus and registration requirements of applicable United States federal and state security laws, and neither Company nor any authorized agent acting on its behalf has or will take any action
hereafter that would cause the loss of such exemption. 


        13.5    No Conflict with Other Instruments.    The execution, delivery, and performance of this Warrant will not
result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice (a) any provision of Company's Certificate of
Incorporation or by-laws; (b) any provision of any judgment, decree, or order to which Company is a party or by which it is bound or an event which results in the creation of any
material lien, charge or encumbrance upon any material assets of Company; (c) any contract, obligation, or commitment to 


12







 



which
Company is a party or by which it is bound; or (d) any statute, rule, or governmental regulation applicable to Company. 


        13.6    Capitalization.    As of March 23, 2007, the authorized capital stock of Company consists of 50,000,000
shares of [Common Stock], $0.001 par value, of which 10,064,289 were issued and outstanding[, and 20,492,314 shares of Preferred Stock, $0.001 par value, of which
19,437,531 were issued and outstanding]. The outstanding shares have been duly authorized and validly issued (including, without limitation, issued in compliance with applicable federal
and state securities laws), are fully paid and nonassessable. Company has reserved 6,757 shares of Common Stock for issuance upon conversion of the Preferred Stock. 


        13.7    Governmental Consents.    No consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local governmental authority on the part of Company is required in connection with the offer, sale or issuance of the Warrant (and
the Warrant Stock issuable upon conversion of the Shares), or the consummation of any other transaction contemplated hereby, except for the following: (a) the filing of a notice on
Form D under the Securities Act and b) the compliance with other applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor. The
offer, sale and issuance of the Warrant and the shares of Warrant Stock in conformity with the terms of this Warrant are exempt from the registration requirements of the Securities Act and any
applicable state laws. 


XIV.    MISCELLANEOUS    



        14.1    Nonwaiver and Expenses.    No course of dealing or any delay or failure to exercise any right hereunder on the
part of Holder shall operate as a waiver of such right or otherwise prejudice Holder's rights, powers or remedies. If Company fails to make, when due, any payments provided for under this Warrant, or
fails to comply with any other provision of this Warrant, Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable
attorneys' fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. 



        14.2    Notices.    All notices and communications to be given or made under this Warrant shall be in writing and
delivered by hand-delivery, registered first class mail (return receipt requested), facsimile, or air courier guaranteeing overnight delivery, addressed as follows, or to such other Person
or address as the party named below may designate by notice: 



        (a)   If
to any Holder or holder of Warrant Stock, at its last known address appearing on the books of Company maintained for such purpose and any other address sent by such
Holder to Company in compliance with this Section 14.2. 


        (b)   If
to Company at 



BG
Medicine, Inc.

610 Lincoln Street North

Waltham, MA 02451 


Each
such notice or other communication shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged, or confirmed by telecopy answerback with
respect to notice by telecopy, or three Business Days after the same shall have been deposited in the United States mail. 


        14.3    Successors and Assigns.    Subject to the provisions of Section 3.1 and Article IX, this Warrant
and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of Company and the successors and assigns of Holder. The provisions of this Warrant are intended to be
for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder. No other Person shall have any right, benefit or obligation under this Warrant. 


13







 



        14.4    Amendment.    No amendment or waiver of any provision of this Warrant or any other Warrant shall be effective
without the written consent of Company and all Holders. 


        14.5    Severability.    If one or more provisions of this Warrant are held to be unenforceable to any extent under
applicable law, such provision shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by law so as to effectuate the parties' intent to the maximum extent,
and the balance of this Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms to the maximum extent permitted by law. 



        14.6    Section and Other Headings.    The section and headings contained in this Warrant are for the convenience only
and shall not affect the meaning or interpretation of this Warrant. 


        14.7    Governing Law.    This Warrant shall be governed by, construed and enforced in accordance with the laws of the
State of New York, without regard to the conflict of law principles of such state. 



        14.8    Waiver of Jury Trial.    Each of the
parties hereto hereby waives to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in
connection with this Warrant or the Warrant Shares.


        14.9    Remedies.    Each Holder, in addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights under this Warrant. Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason
of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. In any action or proceeding
brought to enforce any provision of this Warrant or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys' fees in
addition to any other available remedy. 


        14.10    Counterparts.    For the convenience of the parties, any number of counterparts of this Warrant may be
executed by the parties hereto and each such executed counterpart shall be, and shall be deemed to be, an original instrument. 


14









   
        IN WITNESS WHEREOF, Company has caused this Warrant to be duly executed by an authorized officer. 



	Dated:
	

 	
 	

 	
 	

 	
 	

BG MEDICINE, INC.
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/  PIETER MUNTENDAM      

	 	 	 	 	 	 	 	 	Name:	 	Pieter Muntendam
	 	 	 	 	 	 	 	 	Title:	 	President
	

ACKNOWLEDGED AND ACCEPTED BY:
	
GENERAL ELECTRIC CAPITAL CORPORATION
	

By:	
 	

/s/  DANIJELA GJENERO      
	
 	

 	
 	

 	
 	

 
	 	 	Name:	 	Danijela Gjenero	 	 	 	 	 	 
	 	 	Title:	 	DULY AUTHORIZED SIGNATORY	 	 	 	 	 	 




15








   EXHIBIT A  


 SUBSCRIPTION NOTICE  


 [To be executed only upon exercise of Warrant]  


        The undersigned registered owner of this Warrant irrevocably exercises this Warrant for the purchase
of                        Shares of Common Stock of
[ISSUING COMPANY] and herewith makes payment therefor, all at the price and on the terms and conditions specified in this Warrant (including without limitation the conditions
set forth in Section 2.1 hereof relating to required regulatory approvals) and requests that certificates for the shares of Warrant Stock hereby purchased (and any securities or other property
issuable upon such exercise, including any cash in lieu of fractional shares) be issued in the name of and delivered
to                        whose address
is                        and, if such shares of Warrant
Stock shall not include all of the shares of Warrant Stock issuable as provided in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Warrant Stock issuable
hereunder be delivered to the undersigned. 


        o
The undersigned shall tender payment in the following form:                        . 


        o The undersigned hereby elects the net issue exercise option pursuant to Section 2.3(b) of the Warrant, and
accordingly requests delivery of a net of                        shares of Common Stock. 



	 	 	    
 (Name of Registered Owner)
	

 	
 	

    
 (Signature of Registered Owner)
	

 	
 	

    
 (Street Address)
	

 	
 	

    
 (City)    (State)        (Zip Code)





	NOTICE:
	The
signature on this subscription must correspond with the name as written upon the face of the Warrant in every particular, without alteration or enlargement or
any change whatsoever. 



16












   EXHIBIT B  


 ASSIGNMENT FORM  


        FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below the rights of the
undersigned under this Warrant, with respect to the number of shares of Warrant Stock set forth below: 



	Name and Address of Assignee
 
	 	No. of Shares of Warrant Stock

	    	 	 





and
does hereby irrevocably constitute and appoint                        attorney-in-fact to register such transfer on the books of
[ISSUING COMPANY]
maintained for the purpose, with full power of substitution in the premises. 



	

Dated:	
 	

 	
 	

Print Name:	

 
	 	 	
	 	 	

	

 	
 	

 	
 	

Signature:	

 
	 	 	 	 	 	

	

 	
 	

 	
 	

Witness:	

 
	 	 	 	 	 	






	NOTICE:
	The
signature on this assignment must correspond with the name as written upon the face of the Warrant in every particular, without alteration or enlargement or any
change whatsoever. 



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QuickLinks


WARRANT To Purchase Common Stock of BG MEDICINE, INC.