Exhibit 4.7


 


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.


 


WARRANT TO
PURCHASE STOCK


 


Company:  BG Medicine, Inc., a Delaware
corporation


Number of Shares:  As set forth
below


Class of Stock:  As set
forth below


Warrant Price:  As set forth below


Issue Date:      November 9, 2007


Expiration Date:  November 9,
2017


Credit Facility:               This Warrant is issued in connection with
that certain Loan and Security Agreement of even date herewith between Silicon
Valley Bank and the Company (the “Loan Agreement”).


 


THIS WARRANT CERTIFIES THAT, for good and
valuable consideration, SILICON VALLEY BANK (Silicon Valley Bank, together with
any successor or permitted assignee or transferee of this Warrant or of any
shares issued upon exercise hereof, is referred to hereinafter as “Holder”) is
entitled to purchase the number of fully paid and nonassessable shares (the “Shares”)
of the class of securities (the “Class”) of the above-named company (the “Company”)
at the Warrant Price, all as set forth herein and as adjusted pursuant to Article 2
of this Warrant, subject to the provisions and upon the terms and conditions
set forth in this Warrant.


 


A.                                   Number and Class of Shares; Warrant
Price.


 


(1)                                  Certain Definitions.                                         As used herein, the following definitions
have the respective meanings set forth below:


 


“Common Stock”    means the
Company’s common stock, $0.001 par value per share, and any securities of the
Company into or for which the outstanding shares of such common stock may be
converted, reclassified, reorganized or exchanged.


 


“IPO” means the Company’s initial, underwritten
offering and sale of its shares to the public pursuant to an effective registration
statement under the Securities Act of 1933, as amended.


 


“Qualified Financing” means the first sale or issuance
by the Company after the Issue Date of this Warrant set forth above, in a
single transaction or


 

















 


series of
related transactions, of shares of its convertible preferred stock or other
senior equity securities to one or more investors for cash for financing
purposes.


 


“Qualified Financing Securities” means the class and
series of convertible preferred stock or other senior equity security sold
or issued by the Company in the Qualified Financing.


 


“Qualified Financing Price” means the lowest price
per share for which Qualified Financing Securities are sold or issued by the
Company in the Qualified Financing.


 


“Series C Price” means $3.65, subject to
adjustment from time to time upon the occurrence of events described in Article 2
hereof.


 


“Series C Stock” shall mean the Company’s Series C
Preferred Stock, $0.001 par value per share, and any securities of the Company
into or for which the outstanding shares of Series C Preferred Stock may be
converted, reclassified, reorganized or exchanged.


 


(2)                                  Class of Shares.           The class and series of the Company’s
capital stock (the “Class”) for which this Warrant shall be exercisable shall initially
be Common Stock; provided, that if a Qualified Financing shall occur
prior to the consummation of the IPO and (a) the Qualified Financing Price
is less than or equal to the then-effective Warrant Price, then the “Class”
shall be Qualified Financing Securities from and after the consummation of such
Qualified Financing, or (b) the Qualified Financing Price is greater than
the then-effective Warrant Price, then the “Class” shall be Series C Stock
from and after the consummation of such Qualified Financing.


 


(3)                                  Warrant Price.                    The purchase price per Share hereunder (the “Warrant
Price”) shall initially be $7.81, subject to adjustment from time to time in
accordance with the provisions of this Warrant; provided, that if a
Qualified Financing shall occur prior to the consummation of the IPO and (a) this
Warrant becomes exercisable for Series C Stock in accordance with
Paragraph (A)(2) above, the “Warrant Price” shall be the Series C
Price from and after the consummation of such Qualified Financing, or (b) this
Warrant becomes exercisable for Qualified Financing Securities, the “Warrant
Price” shall be the Qualified Financing Price from and after the consummation
of such Qualified Financing, each such Warrant Price subject to adjustment from
time to time in accordance with the provisions of this Warrant.


 


(4)                                  Number of Shares.                                              This Warrant shall be exercisable for the
Initial Shares plus the Additional Shares (if any).


 


(a)                                  Initial Shares.                        As used herein, “Initial Shares” initially means
25,608 shares of the Class, subject to adjustment from time to time in
accordance with the provisions of this Warrant; provided, that if a
Qualified Financing shall occur prior to the consummation of the IPO and (a) this
Warrant becomes exercisable for Series C Stock in accordance with
Paragraph (A)(2) above, “Initial Shares” shall mean, from and after the
consummation of such Qualified Financing, such number of shares of the Class as
shall equal (i) $200,000, divided by (ii) the Series C Price, or
(b) this Warrant becomes exercisable for Qualified Financing Securities, “Initial
Shares” shall mean, from and after the consummation of such Qualified Financing,
such


 


2

















 


number
of shares of the Class as shall equal (i) $200,000, divided by (ii) the
Qualified Financing Price, in any case subject to further adjustment from time
to time in accordance with the provisions of this Warrant.


 


(b)                                 Additional Shares.                                             This Warrant shall become exercisable for the
Additional Shares, if at all, on and as of the date (if any) on which Bank (as
defined in the Loan Agreement) makes the Second Bridge Loan Advance (as defined
in the Loan Agreement) to the Company. As used herein, “Additional Shares”
means such number of additional shares of the Class as shall equal (i) $100,000,
divided by (ii) the Warrant Price in effect on and as of the date of such
Second Bridge Loan Advance, subject to adjustment thereafter from time to time
in accordance with the provisions of this Warrant.


 


(c)                                  As used herein, “Shares” means the Initial
Shares, plus the Additional Shares (if any), as adjusted from time to time in
accordance with the provisions of this Warrant.


 


ARTICLE 1. EXERCISE.


 


1.1                                 Method
of Exercise. Holder may exercise this Warrant by delivering the
original of this Warrant together with a duly executed Notice of Exercise in
substantially the form attached as Appendix 1 to the principal office of
the Company. Unless Holder is exercising the conversion right set forth in Article 1.2,
Holder shall also deliver to the Company a check, wire transfer (to an account
designated by the Company), or other form of payment acceptable to the
Company for the aggregate Warrant Price for the Shares being purchased.


 


1.2                                 Conversion
Right. In lieu of exercising this Warrant as specified in Article 1.1,
Holder may from time to time convert this Warrant, in whole or in part,
into a number of Shares determined by dividing (a) the aggregate fair
market value of the Shares or other securities otherwise issuable upon exercise
of this Warrant minus the aggregate Warrant Price of such Shares by (b) the
fair market value of one Share. The fair market value of the Shares shall be
determined pursuant to Article 1.3.


 


1.3                                 Fair
Market Value. If the Company’s Common Stock is traded in a public market
and the Shares are Common Stock, the fair market value of a Share shall be the
closing price of a share of Common Stock reported for the business day
immediately before Holder delivers this Warrant together with its Notice of
Exercise to the Company (or in the instance where the Warrant is exercised
immediately prior to the effectiveness of the IPO, the “price to public” per share
price specified in the final prospectus relating to such offering). If the
Company’s Common Stock is traded in a public market and the Shares are
preferred stock, the fair market value of a Share shall be the closing price of
a share of the Company’s Common Stock reported for the business day immediately
before Holder delivers this Warrant together with its Notice of Exercise to the
Company (or, in the instance where the Warrant is exercised immediately prior
to the effectiveness of the IPO, the initial “price to public” per share price
specified in the final prospectus relating to such offering), in both cases,
multiplied by the number of shares of the Company’s Common Stock into which a
Share is convertible. If the Company’s Common Stock is not traded in a public
market, the Board


 


3

















 


of Directors of the Company shall determine fair market value in its
reasonable good faith judgment.


 


1.4                                 Delivery
of Certificate and New Warrant. Promptly after Holder exercises or converts
this Warrant and, if applicable, the Company receives payment of the aggregate
Warrant Price, the Company shall deliver to Holder certificates for the Shares
acquired and, if this Warrant has not been fully exercised or converted and has
not expired, a new Warrant representing the Shares not so acquired.


 


1.5                                 Replacement
of Warrants. On receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and, in the case
of loss, theft or destruction, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of
mutilation, on surrender and cancellation of this Warrant, the Company shall
execute and deliver, in lieu of this Warrant, a new warrant of like tenor.


 


1.6                                 Treatment
of Warrant Upon Acquisition of Company.


 


1.6.1                        “Acquisition”.
For the purpose of this Warrant, “Acquisition” means any sale, license, or
other disposition of all or substantially all of the assets of the Company, or
any reorganization, consolidation, merger or sale of outstanding capital stock of
the Company where the holders of the Company’s securities before the
transaction beneficially own less than a majority of the outstanding voting
securities of the surviving entity after the transaction (but excluding the
IPO).


 


1.6.2                        Treatment
of Warrant at Acquisition.


 


A)                                  Upon the written request of the Company,
Holder agrees that, in the event of an Acquisition in which the sole
consideration is cash, either (a) Holder shall exercise its conversion or
purchase right under this Warrant and such exercise will be deemed effective
immediately prior to the consummation of such Acquisition or (b) if Holder
elects not to exercise the Warrant, this Warrant will expire upon the consummation
of such Acquisition. The Company shall provide the Holder with written notice
of its request relating to the foregoing (together with such reasonable
information as the Holder may request in connection with such contemplated
Acquisition giving rise to such notice), which is to be delivered to Holder not
less than ten (10) days prior to the closing of the proposed Acquisition.


 


B)                                    Upon the written request of the Company,
Holder agrees that, in the event of an Acquisition that is an “arms length” sale
of all or substantially all of the Company’s assets (and only its assets) to a
third party that is not an Affiliate (as defined below) of the Company (a “True
Asset Sale”), either (a) Holder shall exercise its conversion or purchase
right under this Warrant and such exercise will be deemed effective immediately
prior to the consummation of such Acquisition or (b) if Holder elects not
to exercise the Warrant, this Warrant will continue until the Expiration Date
if the Company continues as a going concern following the closing of any such
True Asset Sale. The Company shall provide the Holder with written notice of
its request relating to the foregoing (together with such reasonable
information as the Holder may request in connection with such contemplated
Acquisition giving rise to such notice), which is to be delivered to Holder not
less than ten (10) days prior to the closing of the proposed Acquisition.


 


4

















 


C)                                    Upon the closing of any Acquisition other
than those particularly described in subsections (A) and (B) above,
the successor entity shall assume the obligations of this Warrant, and this
Warrant shall be exercisable for the same securities, cash, and property as
would be payable for the Shares issuable upon exercise of the unexercised
portion of this Warrant as if such Shares were outstanding on the record date
for the Acquisition and subsequent closing. The Warrant Price and/or number of
Shares shall be adjusted accordingly.


 


As used herein “Affiliate”
shall mean any person or entity that owns or controls directly or indirectly
ten percent (10%) or more of the stock of Company, any person or entity that
controls or is controlled by or is under common control with such persons or
entities, and each of such person’s or entity’s officers, directors, joint
venturers or partners, as applicable.


 


ARTICLE 2. ADJUSTMENTS TO THE SHARES.


 


2.1                                 Stock
Dividends, Splits, Etc. If the Company declares or pays a dividend on the
outstanding shares of the Class payable in Common Stock or other
securities after the date hereof, then upon exercise of this Warrant, for each
Share acquired, Holder shall receive, without cost to Holder, the total number
and kind of securities to which Holder would have been entitled had Holder owned
the Shares of record as of the date the dividend occurred. If the Company
subdivides the outstanding shares of the Class after the date hereof by
reclassification or otherwise into a greater number of shares or takes any
other action after the date hereof which increases the amount of Common Stock
into which the one share of the Class is convertible, the number of Shares
purchasable hereunder shall be proportionately increased and the Warrant Price
shall be proportionately decreased. If the outstanding shares of the Class are
combined or consolidated, by reclassification or otherwise, after the date
hereof into a lesser number of shares, the Warrant Price shall be
proportionately increased and the number of Shares shall be proportionately
decreased.


 


2.2                                 Reclassification,
Exchange, Combinations or Substitution. Upon any reclassification,
exchange, substitution, or other event that results in a change of the number
and/or class of the securities issuable upon exercise or conversion of
this Warrant, Holder shall be entitled to receive, upon exercise or conversion
of this Warrant, the number and kind of securities and property that Holder
would have received for the Shares if this Warrant had been exercised
immediately before such reclassification, exchange, substitution, or other
event. Such an event shall include, without limitation, any automatic
conversion of the outstanding or issuable securities of the Company of the same
class or series as the Shares to Common Stock pursuant to the terms
of the Company’s Amended and Restated Certificate of Incorporation, as amended
and/or restated and in effect from time to time (the “Certificate”). The
Company or its successor shall promptly issue to Holder an amendment to this
Warrant setting forth the number and kind of such new securities or other
property issuable upon exercise or conversion of this Warrant as a result of
such reclassification, exchange, substitution or other event that results in a
change of the number and/or class of securities issuable upon exercise or
conversion of this Warrant. The amendment to this Warrant shall provide for
adjustments which shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article 2 including, without
limitation, adjustments to the Warrant Price and to the number of securities or
property issuable upon exercise of the


 


5

















 


new Warrant. The provisions of this Article 2.2 shall similarly
apply to successive reclassifications, exchanges, substitutions, or other
events.


 


2.3                                 Adjustments
for Diluting Issuances. The number of shares of Common Stock issuable upon
conversion of the Shares shall be subject to adjustment, from time to time in
the manner set forth in the Certificate as if the Shares were issued and
outstanding on and as of the date of any such required adjustment. The anti-dilution
provisions set forth for the Class in the Certificate in effect as of the
Issue Date may not be amended, modified or waived, without the prior
written consent of Holder unless such amendment, modification or waiver affects
the rights associated with the Shares in the same manner as such amendment,
modification or waiver affects the rights associated with all other shares of the
Class.


 


2.4                                 No
Impairment. The Company shall not, by amendment of the Certificate or
through a reorganization, transfer of assets, consolidation, merger,
dissolution, issue, or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed under this Warrant by the Company, but shall at all times
in good faith assist in carrying out of all the provisions of this Article 2
and in taking all such action as may be necessary or appropriate to
protect Holder’s rights under this Article against impairment.


 


2.5                                 Fractional
Shares. No fractional Shares shall be issuable upon exercise or conversion
of the Warrant and the number of Shares to be issued shall be rounded down to
the nearest whole Share. If a fractional share interest arises upon any
exercise or conversion of the Warrant, the Company shall eliminate such
fractional share interest by paying Holder the amount computed by multiplying
the fractional interest by the fair market value of a full Share.


 


2.6                                 Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or
number of Shares, the Company shall promptly notify Holder in writing, and, at
the Company’s expense, promptly compute such adjustment, and furnish Holder
with a certificate of its Chief Financial Officer setting forth such adjustment
and the facts upon which such adjustment is based. The Company shall, upon
written request, furnish Holder a certificate setting forth the Warrant Price, Class and
number of Shares in effect upon the date thereof and the series of
adjustments leading to such Warrant Price, Class and number of Shares.


 


ARTICLE 3. REPRESENTATIONS AND
COVENANTS OF THE COMPANY.


 


3.1                                 Representations
and Warranties. The Company represents and warrants to, and agrees with,
the Holder as follows:


 


(a)                                  The
initial Warrant Price referenced on the first page of this Warrant is not
greater than the price per share at which shares of the same class and series as
the Shares were last issued in an arms-length transaction in which at least
$500,000 of such shares were sold.


 


(b)                                 All Shares
which may be issued upon the exercise of the purchase right represented by
this Warrant, and all securities, if any, issuable upon conversion of the
Shares, shall, upon issuance, be duly authorized, validly issued, fully


 


6

















 


paid and nonassessable, and free of any liens and encumbrances except
for restrictions on transfer provided for herein or under applicable federal
and state securities laws.


 


(c)                                  The
Company’s capitalization table attached hereto as Schedule 1 is
true and complete as of the Issue Date.


 


3.2                                 Notice
of Certain Events. If the Company proposes at any time (a) to declare
any dividend or distribution upon the outstanding shares of the Class, whether
in cash, property, stock, or other securities and whether or not a regular cash
dividend; (b) to offer for subscription or sale pro rata to the holders of
the outstanding shares of the Class any additional shares of any class or
series of the Company’s stock; (c) to effect any reclassification,
reorganization or recapitalization of any of its stock; (d) to effect an
Acquisition or to liquidate, dissolve or wind up; or (e) offer holders of
registration rights the opportunity to participate in an underwritten public
offering of the Company’s securities for cash, then, in connection with each
such event, the Company shall give Holder: (1) at least 10 days prior
written notice of the date on which a record will be taken for such dividend,
distribution, or subscription rights (and specifying the date on which the
holders of shares of the same class and series as the Shares will be
entitled thereto) or for determining rights to vote, if any, in respect of the
matters referred to in (c) and (d) above; (2) in the case of the
matters referred to in (c) and (d) above at least 10 days prior
written notice of the date when the same will take place (and specifying the
date on which the holders of shares of the same class and series as
the Shares will be entitled to exchange their shares for the securities or
other property deliverable upon the occurrence of such event); and (3) in
the case of the matter referred to in (e) above, the same notice as is
given to the holders of such registration rights.


 


3.3                                 Registration Under
Securities Act of 1933, as amended. The Company agrees that the Shares or,
if the Shares are convertible into Common Stock of the Company, such Common
Stock, shall have certain incidental, or “Piggyback,” registration rights
pursuant to and as set forth in Sections 3 through 11, 13 and 15(b), 15(d) and
15(h) (the “Applicable Sections”) of that certain Third Amended and
Restated Investor Rights Agreement dated as of May 1, 2007 among the
Company and the other parties named therein, as amended and/or restated and in
effect from time to time (the “Rights Agreement”). The Applicable Sections in
effect as of the Issue Date may not be amended, modified or waived without
the prior written consent of Holder unless such amendment, modification or waiver
affects the rights associated with the Shares in the same manner as such
amendment, modification, or waiver affects the rights associated with all other
shares of the Class held by holders who are parties to the Rights
Agreement. In addition, pursuant to Section 5(b) of the Rights
Agreement, the Holder agrees that it shall enter into a holdback agreement with
the managing underwriters of the Company’s pending IPO for such longer period
as the managing underwriters may request provided that the other conditions
of Section 5(b) are satisfied.


 


3.4                                 No Shareholder
Rights. Except as provided in this Warrant, Holder will not have any rights
as a shareholder of the Company until the exercise of this Warrant.


 


3.5                                 Certain Information.
The Company agrees to provide Holder at any time and from time to time with
such information as Holder may reasonably request


 


7

















 


for purposes of Holder’s compliance with regulatory, accounting and
reporting requirements applicable to Holder.


 


ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The
Holder represents and warrants to the Company as follows:


 


4.1                                 Purchase for Own
Account. This Warrant and the securities to be acquired upon exercise of
this Warrant by Holder will be acquired for investment for Holder’s account,
not as a nominee or agent, and not with a view to the public resale or
distribution within the meaning of the Act. Holder also represents that it has
not been formed for the specific purpose of acquiring this Warrant or the
Shares.


 


4.2                                 Disclosure of
Information. Holder has received or has had full access to all the
information it considers necessary or appropriate to make an informed
investment decision with respect to the acquisition of this Warrant and its
underlying securities. Holder further has had an opportunity to ask questions
and receive answers from the Company regarding the terms and conditions of the
offering of this Warrant and its underlying securities and to obtain additional
information (to the extent the Company possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify any
information furnished to Holder or to which Holder has access.


 


4.3                                 Investment
Experience. Holder understands that the purchase of this Warrant and its
underlying securities involves substantial risk. Holder has experience as an
investor in securities of companies in the development stage and acknowledges
that Holder can bear the economic risk of such Holder’s investment in this
Warrant and its underlying securities and has such knowledge and experience in
financial or business matters that Holder is capable of evaluating the merits
and risks of its investment in this Warrant and its underlying securities
and/or has a preexisting personal or business relationship with the Company and
certain of its officers, directors or controlling persons of a nature and
duration that enables Holder to be aware of the character, business acumen and
financial circumstances of such persons.


 


4.4                                 Accredited Investor
Status. Holder is an “accredited investor” within the meaning of Regulation
D promulgated under the Act.


 


4.5                                 The
Act. Holder understands that this Warrant and the Shares issuable upon
exercise or conversion hereof have not been registered under the Act in
reliance upon a specific exemption therefrom, which exemption depends upon,
among other things, the bona fide nature of the Holder’s investment intent as
expressed herein. Holder understands that this Warrant and the Shares issued
upon any exercise or conversion hereof must be held indefinitely unless
subsequently registered under the Act and qualified under applicable state
securities laws, or unless exemption from such registration and qualification
are otherwise available.


 


ARTICLE 5. MISCELLANEOUS.


 


5.1                                 Term:  This Warrant is exercisable in whole or in part at
any time and from time to time on or before the Expiration Date.  


 


8

















 


5.2                                 Legends.                                               This
Warrant and the Shares (and the securities issuable, directly or indirectly,
upon conversion of the Shares, if any) shall be imprinted with a legend in
substantially the following form:


 


THIS WARRANT AND THE SHARES
ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE ACT, OR THE SECURITIES
LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5
OF THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE COMPANY TO SILICON
VALLEY BANK DATED AS OF NOVEMBER 9, 2007 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.


 


5.3                                 Compliance
with Securities Laws on Transfer. This Warrant and the Shares issuable upon
exercise of this Warrant (and the securities issuable, directly or indirectly,
upon conversion of the Shares, if any) may not be transferred or assigned
in whole or in part without compliance with applicable federal and state
securities laws by the transferor and the transferee (including, without
limitation, the delivery of investment representation letters and legal
opinions reasonably satisfactory to the Company, as reasonably requested by the
Company). The Company shall not require Holder to provide an opinion of counsel
if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent
company) or any other affiliate of Holder, provided that any such transferee is
an “accredited investor” as defined in Regulation D promulgated under the Act.


 


5.4 Transfer Procedure. After
receipt by Silicon Valley Bank (“Bank”) of the executed Warrant, Bank will
transfer all of this Warrant to SVB Financial Group, Holder’s parent company. Subject
to the provisions of Article 5.3 and upon providing the Company with
written notice, SVB Financial Group and any subsequent Holder may transfer
all or part of this Warrant or the Shares issuable upon exercise of this
Warrant (or the securities issuable directly or indirectly, upon conversion of
the Shares, if any) to any transferee, provided, however, in connection with
any such transfer, SVB Financial Group or any subsequent Holder will give the
Company notice of the portion of the Warrant being transferred with the name,
address and taxpayer identification number of the transferee and Holder will
surrender this Warrant to the Company for reissuance to the transferee(s) (and
Holder if applicable). The Company may refuse to transfer this Warrant or
the Shares to any person who directly competes with the Company, unless, in
either case, the stock of the Company is publicly traded.


 


5.5                                 Notices.
All notices and other communications from the Company to the Holder, or vice
versa, shall be deemed delivered and effective when given personally or mailed
by first-class registered or certified mail, postage prepaid, at such
address as may have been furnished to the Company or Holder, as the case may 
(or on the first business day after transmission by facsimile) be, in writing
by the Company or such holder from time to time. All notices to Holder shall be
addressed as follows until


 


9

















 


the Company receives notice of a change of address in connection with a
transfer or otherwise:


 


SVB Financial Group


Attn:  Treasury Department


3003 Tasman Drive, HA 200


Santa Clara, CA 95054


Telephone:  408-654-7400


Facsimile:  408-496-2405


Notice to the Company
shall be addressed as follows until Holder receives notice of a change in
address:


 


BG Medicine, Inc.


Attn: Mark Shooman


610 Lincoln Street North


Waltham, MA 02451


Telephone: 781-890-1199


Facsimile: 781-895-1119


 


5.6                                 Waiver.
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.


 


5.7                                 Attorney’s
Fees. In the event of any dispute between the parties concerning the terms
and provisions of this Warrant, the party prevailing in such dispute shall be
entitled to collect from the other party all costs incurred in such dispute,
including reasonable attorneys’ fees.


 


5.8                                 Automatic
Conversion upon Expiration. In the event that, upon the Expiration Date, the
fair market value of one Share (or other security issuable upon the exercise
hereof) as determined in accordance with Article 1.3 above is greater than
the Warrant Price in effect on such date, then this Warrant shall automatically
be deemed on and as of such date to be converted pursuant to Article 1.2
above as to all Shares (or such other securities) for which it shall not
previously have been exercised or converted, and the Company shall promptly
deliver a certificate representing the Shares (or such other securities) issued
upon such conversion to Holder.


 


5.9                                 Counterparts.
This Warrant may be executed in counterparts, all of which together
shall constitute one and the same agreement.


 


5.10                           Governing
Law. This Warrant shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts, without giving effect to its
principles regarding conflicts of law.


 


10

















 


	
  “COMPANY”

  
	
   

  
	
  BG MEDICINE, INC.

  
	
   

  
	
   

  
	
  By: 

  	
   /s/
  Mark D. Shooman

  	
   

  
	
   

  
	
  Name:

  	
   Mark
  D. Shooman

  	
   

  
	
  (Print)

  
	
  Title: 
  CFO

  
	
   

  
	
   

  
	
  “HOLDER”

  
	
   

  
	
  SILICON VALLEY BANK

  
	
   

  
	
   

  
	
  By: 

  	
   /s/
  Clark Hayes

  	
   

  
	
   

  
	
  Name:

  	
   Clark Hayes

  	
   

  
	
  (Print)

  
	
  Title: 
  RM

  
					



 


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APPENDIX 1


 


NOTICE OF
EXERCISE


 


1.                                       Holder elects to
purchase                         
shares of the Common/Series               
Preferred [strike one] Stock of                                       
pursuant to the terms of the attached Warrant, and tenders payment of the
purchase price of the shares in full.


 


[or]


 


1.                                       Holder
elects to convert the attached Warrant into Shares/cash [strike one] in the
manner specified in the Warrant. This conversion is exercised for                                           
of the Shares covered by the Warrant.


 


[Strike paragraph that does not
apply.]


 


2.                                       Please
issue a certificate or certificates representing the Shares in the name
specified below:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Holders Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  



 


3.                                       By
its execution below and for the benefit of the Company, Holder hereby restates
each of the representations and warranties in Article 4 of the Warrant as of
the date hereof.


 


	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Date):

  	
   

  	
   

  
									



 


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SCHEDULE 1


 


Company
Capitalization Table


 


See attached


 


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