Exhibit 10.7


 


LOAN AND SECURITY AGREEMENT


 


THIS LOAN AND SECURITY AGREEMENT
(this “Agreement”) dated as of November 9,
2007 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation and with a
loan production office located at One Newton Executive Park, Suite 200,
2221 Washington Street, Newton, Massachusetts 02462  (“Bank”), and BG MEDICINE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to
Borrower and Borrower shall repay Bank. The parties agree as follows:


 


1                                         ACCOUNTING
AND OTHER TERMS


 


Accounting terms not
defined in this Agreement shall be construed following GAAP. Calculations and
determinations must be made following GAAP. Capitalized terms not otherwise
defined in this Agreement shall have the meanings set forth in Section 13.
All other terms contained in this Agreement, unless otherwise indicated, shall
have the meaning provided by the Code to the extent such terms are defined
therein.


 


2                                         LOAN
AND TERMS OF PAYMENT


 


2.1                               Promise
to Pay. Borrower hereby unconditionally promises to pay Bank the outstanding
principal amount of all Credit Extensions and accrued and unpaid interest thereon
as and when due in accordance with this Agreement.


 


2.1.1                                             Bridge
Loan.


 


(a)                                  Availability.
Subject to the terms and conditions of this Agreement, during the First Draw
Period, Bank shall make one (1) Bridge Loan (the “First Bridge Loan
Advance”) available to Borrower in an amount up to Two Million Dollars ($2,000,000.00).
During the Second Draw Period, Bank shall make one (1) Bridge Loan (the “Second
Bridge Loan Advance”) available to Borrower in an amount up to One Million
Dollars ($1,000,000.00). The First Bridge Loan Advance and Second Bridge Loan Advance
are hereinafter referred to, singly or collectively, as the “Bridge Loan
Advance”. After repayment, no Bridge Loan Advance may be re-borrowed.


 


(b)                                 Termination;
Repayment. The Bridge Loan terminates on the Bridge Loan Maturity Date,
when the principal amount of all Bridge Loan Advances, the unpaid interest
thereon, and all other Obligations relating to the Bridge Loan shall be
immediately due and payable.


 


2.2                               Payment
of Interest on the Credit Extensions.


 


(a)                                  Interest
Rate. Subject to Section 2.2(b), the principal amount outstanding
under the Bridge Loan shall accrue interest at a fixed per annum rate equal to ten
and one-quarter of one percent (10.25%), which interest shall be payable
monthly.


 


(b)                                 Default
Rate. Immediately upon the occurrence and during the continuance of an
Event of Default, Obligations shall bear interest at a rate per annum which is
five percentage points above the rate effective immediately before the Event of
Default (the “Default Rate”). Payment or acceptance of the increased interest rate
provided in this Section 2.2(b) is not a permitted alternative to
timely payment and shall not constitute a waiver of any Event of Default or
otherwise prejudice or limit any rights or remedies of Bank.


 


(c)                                  360-Day
Year. Interest shall be computed on the basis of a 360-day year for the
actual number of days elapsed.


 


(d)                                 Debit
of Accounts. Bank may debit any of Borrower’s deposit accounts
excluding the HRP Account, including the Designated Deposit Account, for
principal and interest payments or any other amounts Borrower owes Bank when
due. These debits shall not constitute a set-off.


 


(e)                                  Payments.
Unless otherwise provided, interest is payable monthly on the Payment Date of
each month. Payments of principal and/or interest received after 2:00 P.M.
Eastern time are considered received


 

















 


at the
opening of business on the next Business Day. When a payment is due on a day
that is not a Business Day, the payment is due the next Business Day and
additional fees or interest, as applicable, shall continue to accrue.


 


2.3                               Fees.
Borrower shall pay to Bank:


 


(a)                                  Bridge
Loan Commitment Fee. A fully earned, non-refundable commitment fee of Twenty
Thousand Dollars ($20,000) is earned as of Effective Date and shall be payable
as follows: (i) Ten Thousand Dollars ($10,000) has been previously
delivered to Bank contemporaneously with the execution of the term sheet and (ii) Ten
Thousand Dollars ($10,000) is payable on the Effective Date. In addition, a
fully earned, non-refundable commitment fee of Ten Thousand Dollars ($10,000)
is payable on the Funding Date of the Second Bridge Loan Advance; and


 


(b)                                 Bank
Expenses. All Bank Expenses (including reasonable attorneys’ fees and
expenses, plus expenses, for documentation and negotiation of this Agreement)
incurred through and after the Effective Date, when due.


 


2.4                               Additional
Costs. If any new law or regulation increases Bank’s costs or reduces
its income for any loan, Borrower shall pay the increase in cost or reduction
in income or additional expense, provided, however, that Borrower shall not be
liable for any amount attributable to any period before 180 days prior to the
date Bank notifies Borrower of such increased costs. Bank agrees that it shall
allocate any increased costs among its customers similarly affected in good
faith and in a manner consistent with Bank’s customary practice.


 


3                                         CONDITIONS
OF LOANS


 


3.1                               Conditions
Precedent to Initial Credit Extension. Bank’s obligation to make the
initial Credit Extension is subject to the condition precedent that Bank shall
have received, in form and substance satisfactory to Bank, such documents,
and completion of such other matters, as Bank may reasonably deem
necessary or appropriate, including, without limitation:


 


(a)                                  Duly
executed original signatures to the Loan Documents to which it is a party;


 


(b)                                 Duly
executed original signatures to the Warrant;


 


(c)                                  Duly
executed original signatures to the Control Agreement[s];


 


(d)                                 Borrower
shall have delivered its Operating Documents and a good standing certificate of
Borrower certified by the Secretary of State of the State of Delaware as of a
date no earlier than thirty (30) days prior to the Effective Date;


 


(e)                                  Duly
executed original signatures to the completed Borrowing Resolutions for
Borrower;


 


(f)                                    Bank
shall have received certified copies, dated as of a recent date, of financing
statement searches, as Bank shall request, accompanied by written evidence
(including any Code termination statements) that the Liens indicated in any
such financing statements either constitute Permitted Liens or have been or, in
connection with the initial Credit Extension, will be terminated or released;


 


(g)                                 Borrower
shall have delivered a legal opinion of Borrower’s counsel dated as of the
Effective Date together with the duly executed original signatures thereto;


 


(h)                                 Borrower
shall have delivered a copy of its Registration Rights Agreement/Investors’ Rights Agreement/Antidilution Agreement and any
amendments thereto;


 


(i)                                     Borrower
shall have delivered evidence satisfactory to Bank that the insurance policies
required by Section 6.5 hereof are in full force and effect, together with
appropriate evidence showing loss payable and/or additional insured clauses or
endorsements in favor of Bank; and


 


(j)                                     Borrower
shall have paid the fees and Bank Expenses then due as specified in Section 2.3
hereof.


 


2

















 


3.2                               Conditions
Precedent to all Credit Extensions. Bank’s obligations to make each Credit
Extension, including the initial Credit Extension, is subject to the following:


 


(a)                                  except
as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance
Form;


 


(b)                                 the
representations and warranties in Section 5 shall be true in all material respects
on the date of the Payment/Advance Form and on the Funding Date of each
Credit Extension; provided, however, that such materiality qualifier shall not
be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof; and provided, further that
those representations and warranties expressly referring to a specific date
shall be true, accurate and complete in all material respects as of such date,
and no Default or Event of Default shall have occurred and be continuing or
result from the Credit Extension. Each Credit Extension is Borrower’s representation
and warranty on that date that the representations and warranties in Section 5
remain true in all material respects; provided, however, that such materiality
qualifier shall not be applicable to any representations and warranties that
already are qualified or modified by materiality in the text thereof; and
provided, further that those representations and warranties expressly referring
to a specific date shall be true, accurate and complete in all material respects
as of such date; and


 


(c)                                  in
Bank’s sole discretion, there has not been a Material Adverse Change, nor has
there been any material adverse deviation by Borrower from the most recent
business plan of Borrower presented to and accepted by Bank.


 


3.3                               Covenant
to Deliver. Borrower agrees to deliver to Bank each item required to be
delivered to Bank under this Agreement as a condition to any Credit Extension. Borrower
expressly agrees that the extension of a Credit Extension prior to the receipt
by Bank of any such item shall not constitute a waiver by Bank of Borrower’s
obligation to deliver such item, and any such extension in the absence of a
required item shall be in Bank’s sole discretion.


 


3.4                               Procedures
for Borrowing. Subject to the prior satisfaction of all other applicable
conditions to the making of a Bridge Loan Advance set forth in this Agreement,
to obtain a Bridge Loan Advance, Borrower shall notify Bank (which notice shall
be irrevocable) by electronic mail, facsimile, or telephone by 2:00 P.M. Eastern
time on the Funding Date of the Bridge Loan Advance. Together with any such
electronic or facsimile notification, Borrower shall deliver to Bank by
electronic mail or facsimile a completed Payment/Advance Form executed by
a Responsible Officer or his or her designee. Bank may rely on any
telephone notice given by a person whom Bank believes is a Responsible Officer
or designee. Bank shall credit Bridge Loan Advances to the Designated Deposit
Account. Bank may make Bridge Loan Advances under this Agreement based on
instructions from a Responsible Officer or his or her designee or without
instructions if the Bridge Loan Advances are necessary to meet Obligations
which have become due.


 


4                                         CREATION
OF SECURITY INTEREST


 


4.1                               Grant
of Security Interest. Borrower hereby grants Bank, to secure the payment
and performance in full of all of the Obligations, a continuing security
interest in, and pledges to Bank, the Collateral, wherever located, whether now
owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower
represents, warrants, and covenants that the security interest granted herein
is and shall at all times continue to be a first priority perfected security
interest in the Collateral (subject only to Permitted Liens that may have
superior priority to Bank’s Lien under this Agreement). If Borrower shall
acquire a commercial tort claim, Borrower shall promptly notify Bank in a
writing signed by Borrower of the general details thereof and grant to Bank in
such writing a security interest therein and in the proceeds thereof, all upon
the terms of this Agreement, with such writing to be in form and substance
reasonably satisfactory to Bank.


 


If this Agreement is
terminated, Bank’s Lien in the Collateral shall continue until the Obligations
(other than inchoate indemnity obligations) are repaid in full in cash. Upon
payment in full in cash of the Obligations and at such time
as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at
Borrower’s sole cost and expense, release its Liens in the Collateral and all
rights therein shall revert to Borrower.


 


4.2                               Authorization
to File Financing Statements. Borrower hereby authorizes Bank to file
financing statements, without notice to Borrower, with all appropriate
jurisdictions to perfect or protect Bank’s interest or


 


3

















 


rights
hereunder, including a notice that any disposition of the Collateral, by either
Borrower or any other Person, shall be deemed to violate the rights of Bank
under the Code.


 


5                                         REPRESENTATIONS
AND WARRANTIES


 


Borrower
represents and warrants as follows:


 


5.1                               Due
Organization and Authorization. Borrower and each of its Subsidiaries, if
any, are duly existing and in good standing, as Registered Organizations in their
respective jurisdictions of formation and are qualified and licensed to do
business and are in good standing in any jurisdiction in which the conduct of their
business or their ownership of property requires that they be qualified except
where the failure to do so could not reasonably be expected to have a material
adverse effect on Borrower’s business. In connection with this Agreement,
Borrower has delivered to Bank a completed perfection certificate  signed by Borrower (the “Perfection
Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s
exact legal name is that indicated on the Perfection Certificate and on the
signature page hereof; (b) Borrower is an organization of the type
and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the
Perfection Certificate accurately sets forth Borrower’s organizational
identification number or accurately states that Borrower has none; (d) the
Perfection Certificate accurately sets forth Borrower’s place of business, or,
if more than one, its chief executive office as well as Borrower’s mailing
address (if different than its chief executive office); (e) Borrower (and
each of its predecessors) has not, in the past five (5) years, changed its
jurisdiction of formation, organizational structure or type, or any
organizational number assigned by its jurisdiction; and (f) all other
information set forth on the Perfection Certificate pertaining to Borrower and
each of its Subsidiaries is accurate and complete. If Borrower is not now a
Registered Organization but later becomes one, Borrower shall promptly notify
Bank of such occurrence and provide Bank with Borrower’s organizational
identification number.


 


The execution, delivery
and performance of the Loan Documents have been duly authorized, and do not
conflict with Borrower’s organizational documents, nor constitute an event of
default under any material agreement by which Borrower is bound. Borrower is
not in default under any agreement to which it is a party or by which it is
bound in which the default could reasonably be expected to have a material
adverse effect on Borrower’s business.


 


5.2                               Collateral.
Borrower has good title to, has rights in, and the power to transfer each item
of the Collateral upon which it purports to grant a Lien hereunder, free and
clear of any and all Liens except Permitted Liens. Borrower has no deposit
accounts other than the deposit accounts with Bank, the deposit accounts, if
any, described in the Perfection Certificate delivered to Bank in connection
herewith, or of which Borrower has given Bank notice and taken such actions as
are necessary to give Bank a perfected security interest therein (with the
exception of the HRP Account).


 


The Collateral is not in the possession of any third
party bailee (such as a warehouse) except as otherwise provided in the
Perfection Certificate. None of the components of the Collateral shall be
maintained at locations other than as provided in the Perfection Certificate or
as Borrower has given Bank notice pursuant to Section 7.2. In the event that
Borrower, after the date hereof, intends to store or otherwise deliver any
portion of the Collateral to a bailee, then Borrower will first receive the
written consent of Bank and such bailee must execute and deliver a bailee
agreement in form and substance satisfactory to Bank in its sole
discretion.


 


All Inventory is in all material respects of good and
marketable quality, free from material defects.


 


Borrower is the sole owner of its intellectual
property, except for non-exclusive licenses granted to its customers in the
ordinary course of business. Each patent is valid and enforceable, and no part of
the intellectual property has been judged invalid or unenforceable, in whole or
in part, and to the best of Borrower’s knowledge, no claim has been made that
any part of the intellectual property violates the rights of any third
party except to the extent such claim could not reasonably be expected to have
a material adverse effect on Borrower’s business. Except as noted on the
Perfection Certificate, Borrower is not a party to, nor is bound by, any
material license or other agreement with respect to which Borrower is the
licensee that prohibits or otherwise restricts Borrower from granting a
security interest in Borrower’s interest in such license or agreement or any
other property. Borrower shall provide written notice to Bank within ten (10) days
of entering or becoming bound by any such license or agreement which is
reasonably likely to have a material impact on Borrower’s business or financial
condition (other than over-the-counter software that is commercially available
to the public). Borrower shall take such steps as Bank requests to obtain the
consent of, or waiver by, any person whose consent or waiver is necessary for
all such licenses or contract rights to be deemed “Collateral” and for Bank to
have a security interest in it that might otherwise be


 


4

















 


restricted
or prohibited by law or by the terms of any such license or agreement (such
consent or authorization may include a licensor’s agreement to a
contingent assignment of the license to Bank if Bank determines that is
necessary in its good faith judgment), whether now existing or entered into in
the future.


 


5.3                               Litigation.
Except as set forth in the Perfection Certificate, there are no actions or
proceedings pending or, to the knowledge of the Responsible Officers,
threatened in writing by or against Borrower or any of its Subsidiaries involving
more than One Hundred Thousand Dollars ($100,000).


 


5.4                               No
Material Deterioration in Financial Statements. All consolidated financial
statements for Borrower and any of its Subsidiaries delivered to Bank fairly
present in all material respects Borrower’s consolidated financial condition
and Borrower’s consolidated results of operations. There has not been any
material deterioration in Borrower’s consolidated financial condition since the
date of the most recent financial statements submitted to Bank.


 


5.5                               Solvency.
The fair salable value of Borrower’s assets (including goodwill minus
disposition costs) exceeds the fair value of its liabilities; Borrower is not
left with unreasonably small capital after the transactions in this Agreement;
and Borrower is able to pay its debts (including trade debts) as they mature.


 


5.6                               Regulatory
Compliance. Borrower is not an “investment company” or a company “controlled”
by an “investment company” under the Investment Company Act of 1940. Borrower
is not engaged as one of its important activities in extending credit for margin
stock (under Regulations T and U of the Federal Reserve Board of Governors). Borrower
has complied in all material respects with the Federal Fair Labor Standards Act.
Borrower has not violated any laws, ordinances or rules, the violation of which
could reasonably be expected to have a material adverse effect on its business.
None of Borrower’s or any of its Subsidiaries’ properties or assets has been
used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by
previous Persons, in disposing, producing, storing, treating, or transporting
any hazardous substance other than legally. Borrower and each of its
Subsidiaries have obtained all consents, approvals and authorizations of, made
all declarations or filings with, and given all notices to, all government
authorities that are necessary to continue its business as currently conducted.


 


5.7                               Subsidiaries;
Investments. Borrower does not own any stock, partnership interest or other
equity securities except for Permitted Investments.


 


5.8                               Tax
Returns and Payments; Pension Contributions. Except as disclosed in the
Perfection Certificate, Borrower has timely filed all required tax returns and
reports, and Borrower and its Subsidiaries have timely paid all foreign,
federal, state and local taxes, assessments, deposits and contributions owed by
Borrower. Borrower may defer payment of any contested taxes, provided that
Borrower (a) in good faith contests its obligation to pay the taxes by
appropriate proceedings promptly and diligently instituted and conducted, (b) notifies
Bank in writing of the commencement of, and any material development in, the
proceedings, (c) posts bonds or takes any other steps reasonably required
to prevent the governmental authority levying such contested taxes from
obtaining a Lien upon any of the Collateral that is other than a “Permitted
Lien”. Borrower is unaware of any claims or adjustments proposed for any of
Borrower’s prior tax years which could result in additional taxes becoming due
and payable by Borrower. Borrower has paid all amounts necessary to fund all
present pension, profit sharing and deferred compensation plans in accordance
with their terms, and Borrower has not withdrawn from participation in, and has
not permitted partial or complete termination of, or permitted the occurrence
of any other event with respect to, any such plan which could reasonably be
expected to result in any liability of Borrower, including any liability to the
Pension Benefit Guaranty Corporation or its successors or any other governmental
agency.


 


5.9                               Use
of Proceeds. Borrower shall use the proceeds of the Credit Extensions
solely as working capital and to fund its general business requirements and not
for personal, family, household or agricultural purposes.


 


5.10                        Full
Disclosure. No written representation, warranty or other statement of
Borrower in any certificate or written statement given to Bank, as of the date
such representations, warranties, or other statements were made, taken together
with all such written certificates and written statements given to Bank,
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained in the certificates or
statements not misleading (it being recognized by Bank that the projections and
forecasts provided by Borrower in good faith and based upon reasonable
assumptions are not viewed as facts and that actual results during the period
or periods covered by such projections and forecasts may differ from the
projected or forecasted results).


 


5

















 


6                                         AFFIRMATIVE
COVENANTS


 


Borrower shall do all of
the following:


 


6.1                               Government
Compliance. Maintain its and all its Subsidiaries’ legal existence and good
standing in their respective jurisdictions of formation and maintain
qualification in each jurisdiction in which the failure to so qualify would
reasonably be expected to have a material adverse effect on Borrower’s business
or operations. Borrower shall comply, and have each Subsidiary comply, with all
laws, ordinances and regulations to which it is subject, the noncompliance with
which could have a material adverse effect on Borrower’s business.


 


6.2                               Financial
Statements, Reports, Certificates. Deliver to Bank:  (i) as soon as available, but no later
than thirty (30) days after the last day of each month, a company prepared
consolidated balance sheet and income statement covering Borrower’s
consolidated operations during the period certified by a Responsible Officer
and in a form acceptable to Bank; (ii) within five (5) days of
delivery, copies of all statements, reports and notices made available to
Borrower’s security holders or to any holders of Subordinated Debt; (iii) in
the event that Borrower becomes subject to the reporting requirements under the
Securities Exchange Act of 1934, as amended, within five (5) days of
filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities
and Exchange Commission or a link thereto on Borrower’s or another website on
the Internet; (iv) a prompt report of any legal actions pending or
threatened against Borrower or any of its Subsidiaries that could result in
damages or costs to Borrower or any of its Subsidiaries of One Hundred Thousand
Dollars ($100,000) or more; (v) prompt notice of an event that materially
and adversely affects the value of the intellectual property taken as a whole; and
(vi) budgets, sales projections, operating plans and  other
financial information reasonably requested by Bank.


 


6.3                               Inventory;
Returns. Keep all Inventory in good and marketable condition, free from
material defects. Returns and allowances between Borrower and its Account
Debtors shall follow Borrower’s customary practices as they exist at the
Effective Date. Borrower must promptly notify Bank of all returns, recoveries,
disputes and claims that involve more than One Hundred Thousand Dollars ($100,000).


 


6.4                               Taxes;
Pensions. Make, and cause each of its Subsidiaries to make, timely payment
of all foreign, federal, state, and local taxes or assessments (other than
taxes and assessments which Borrower is contesting pursuant to the terms of Section 5.8
hereof) and shall deliver to Bank, on demand, appropriate certificates
attesting to such payments, and pay all amounts necessary to fund all present
pension, profit sharing and deferred compensation plans in accordance with
their terms.


 


6.5                               Insurance.
Keep its business and the Collateral insured for risks and in amounts standard
for companies in Borrower’s industry and location and as Bank may reasonably
request. Insurance policies shall be in a form, with companies, and in amounts
that are satisfactory to Bank. All property policies relating to Collateral
shall have a lender’s loss payable endorsement showing Bank as lender loss
payee and waive subrogation against Bank, and all liability policies shall show,
or have endorsements showing, Bank as an additional insured. All policies (or
the loss payable and additional insured endorsements) shall provide that the
insurer must give Bank at least twenty (20) days notice before canceling,
amending, or declining to renew its policy. At Bank’s request, Borrower shall
deliver certificates of insurance and evidence of all premium payments. Proceeds
payable under any policy shall, at Bank’s option, be payable to Bank on account
of the Obligations. Notwithstanding the foregoing, (a) so long as no Event
of Default has occurred and is continuing, Borrower shall have the option of
applying the proceeds of any casualty policy up to $50,000, in the aggregate,
toward the replacement or repair of destroyed or damaged property; provided
that any such replaced or repaired property (i) shall be of equal or like
value as the replaced or repaired Collateral and (ii) shall be deemed
Collateral in which Bank has been granted a first priority security interest,
and (b) after the occurrence and during the continuance of an Event of
Default, all proceeds payable under such casualty policy shall, at the option
of Bank, be payable to Bank on account of the Obligations. If Borrower fails to
obtain insurance as required under this Section 6.5 or to pay any amount
or furnish any required proof of payment to third persons and Bank, Bank may make
all or part of such payment or obtain such insurance policies required in
this Section 6.5, and take any action under the policies Bank deems
prudent.


 


6.6                               Operating
Accounts.


 


(a)                                  Maintain
its depository, operating, and securities accounts with Bank and Bank’s
affiliates.


 


6

















 


(b)                                 Provide
Bank five (5) days prior written notice before establishing any Collateral
Account at or with any bank or financial institution other than Bank or its
Affiliates. In addition, for each Collateral Account that Borrower at any time
maintains, Borrower shall cause the applicable bank or financial institution
(other than Bank) at or with which any Collateral Account is maintained to
execute and deliver a Control Agreement or other appropriate instrument with
respect to such Collateral Account to perfect Bank’s Lien in such Collateral
Account in accordance with the terms hereunder, which Control Agreement may not
be terminated without the prior written consent of the Bank. The provisions of
the previous sentence shall not apply to deposit accounts exclusively used for
payroll, payroll taxes and other employee wage and benefit payments to or for
the benefit of Borrower’s employees and identified to Bank by Borrower as such.


 


6.7                               Protection
and Registration of Intellectual Property Rights. Borrower shall:  (a) protect, defend and maintain the
validity and enforceability of its intellectual property; (b) promptly
advise Bank in writing of material infringements of its intellectual property;
and (c) not allow any intellectual property material to Borrower’s
business to be abandoned, forfeited or dedicated to the public without Bank’s
written consent. If Borrower decides to register any copyrights or mask works
in the United States Copyright Office, Borrower shall: (x) provide Bank with at
least fifteen (15) days prior written notice of its intent to register such
copyrights or mask works together with a copy of the application it intends to
file with the United States Copyright Office (excluding exhibits thereto); (y)
execute an intellectual property security agreement or such other documents as
Bank may reasonably request to maintain the perfection and priority of
Bank’s security interest in the copyrights or mask works intended to be
registered with the United States Copyright Office; and (z) record such
intellectual property security agreement with the United States Copyright
Office contemporaneously with filing the copyright or mask work application(s)
with the United States Copyright Office. Borrower shall promptly provide to
Bank a copy of the application(s) filed with the United States Copyright Office
together with evidence of the recording of the intellectual property security
agreement necessary for Bank to maintain the perfection and priority of its
security interest in such copyrights or mask works. Borrower shall provide
written notice to Bank of any application filed by Borrower in the United
States Patent and Trademark Office for a patent or to register a trademark or
service mark within 30 days after any such filing.


 


6.8                               Litigation
Cooperation. From the date hereof and continuing through the termination of
this Agreement, make available to Bank, without expense to Bank, Borrower and
its officers, employees and agents and Borrower’s books and records, to the
extent that Bank may deem them reasonably necessary to prosecute or defend
any third-party suit or proceeding instituted by or against Bank with respect
to any Collateral or relating to Borrower.


 


6.9                               Further
Assurances. Execute any further instruments and take further action as Bank
reasonably requests to perfect or continue Bank’s Lien in the Collateral or to
effect the purposes of this Agreement.


 


7                                         NEGATIVE
COVENANTS


 


Borrower shall not do any
of the following without Bank’s prior written consent:


 


7.1                               Dispositions.
Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer,
all or any part of its business or property, except for Transfers (a) of
Inventory in the ordinary course of business; (b) of worn-out or obsolete
Equipment; (c) in connection with Permitted Liens and Permitted
Investments; and (d) of non-exclusive licenses for the use of the property
of Borrower or its Subsidiaries in the ordinary course of business.


 


7.2                               Changes
in Business, Management, Ownership, or Business Locations. (a) Engage
in or permit any of its Subsidiaries to engage in any business other than the
businesses currently engaged in by Borrower and such Subsidiary, as applicable,
or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have
a material change in management  or (ii) enter
into any transaction or series of related transactions in which the
stockholders of Borrower immediately prior to the first such transaction own
less than 60% of the voting stock of Borrower immediately after giving effect
to such transaction or related series of such transactions (other than by
the sale of Borrower’s equity securities in a public offering or to venture
capital investors so long as Borrower identifies to Bank the venture capital
investors prior to the closing of the transaction). Borrower shall not, without
at least thirty (30) days prior written notice to Bank: (1) add any new
offices or business locations, including warehouses (unless such new offices or
business locations contain less than Ten Thousand Dollars ($10,000) in Borrower’s
assets or property), (2) change its jurisdiction of organization, (3) change
its organizational structure or type, (4) change its legal name, or (5) change
any organizational number (if any) assigned by its jurisdiction of
organization.


 


7

















 


7.3                               Mergers
or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to
merge or consolidate, with any other Person, or acquire, or permit any of its
Subsidiaries to acquire, all or substantially all of the capital stock or
property of another Person. A Subsidiary may merge or consolidate into
another Subsidiary or into Borrower.


 


7.4                               Indebtedness.
Create, incur, assume, or be liable for any Indebtedness, or permit any
Subsidiary to do so, other than Permitted Indebtedness.


 


7.5                               Encumbrance.
Create, incur, or allow any Lien on any of its property, or assign or convey
any right to receive income, including the sale of any Accounts, or permit any
of its Subsidiaries to do so, except for Permitted Liens, or permit any
Collateral not to be subject to the first priority security interest granted
herein.


 


7.6                               Maintenance
of Collateral Accounts. Maintain any Collateral Account except pursuant to
the terms of Section 6.6(b) hereof.


 


7.7                                 Distributions; Investments. (a) Directly or indirectly
make any Investment other than Permitted Investments, or permit any of its
Subsidiaries to do so; or (b) pay any dividends or make any distribution
or payment or redeem, retire or purchase any capital stock provided that (i) Borrower
may convert any of its convertible securities into other securities
pursuant to the terms of such convertible securities or otherwise in exchange
thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower
may repurchase the stock of former employees or consultants pursuant to
stock repurchase agreements so long as an Event of Default does not exist at
the time of such repurchase and would not exist after giving effect to such
repurchase, provided such repurchase does not exceed in the aggregate of Twenty
Thousand Dollars ($20,000.00) per fiscal year.


 


7.8                               Transactions
with Affiliates. Directly or indirectly enter into or permit to exist any
material transaction with any Affiliate of Borrower, except for transactions
that are in the ordinary course of Borrower’s business, upon fair and
reasonable terms that are no less favorable to Borrower than would be obtained
in an arm’s length transaction with a non-affiliated Person.


 


7.9                               Subordinated
Debt. (a) Make or permit any payment on any Subordinated Debt, except
under the terms of the subordination, intercreditor, or other similar agreement
to which such Subordinated Debt is subject, or (b) amend any provision in
any document relating to the Subordinated Debt which would increase the amount
thereof or adversely affect the subordination thereof to Obligations owed to
Bank.


 


7.10                        Compliance.
Become an “investment company” or a company controlled by an “investment
company”, under the Investment Company Act of 1940 or undertake as one of its
important activities extending credit to purchase or carry margin stock (as
defined in Regulation U of the Board of Governors of the Federal Reserve
System), or use the proceeds of any Credit Extension for that purpose; fail to
meet the minimum funding requirements of ERISA, permit a Reportable Event or
Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the
Federal Fair Labor Standards Act or violate any other law or regulation, if the
violation could reasonably be expected to have a material adverse effect on
Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or
permit any Subsidiary to withdraw from participation in, permit partial or
complete termination of, or permit the occurrence of any other event with
respect to, any present pension, profit sharing and deferred compensation plan
which could reasonably be expected to result in any liability of Borrower,
including any liability to the Pension Benefit Guaranty Corporation or its
successors or any other governmental agency.


 


8                                         EVENTS
OF DEFAULT


 


Any one of the following shall
constitute an event of default (an “Event of Default”)
under this Agreement:


 


8.1                               Payment
Default. Borrower fails to (a) make any payment of principal or
interest on any Credit Extension on its due date, or (b) pay any other
Obligations within three (3) Business Days after such Obligations are due
and payable (which three (3) Business Day grace period will not apply to
payments due on the Bridge Loan Maturity Date). During the cure period, the
failure to cure the payment default is not an Event of Default (but no Credit
Extension will be made during the cure period);


 


8

















 


8.2                               Covenant
Default.


 


(a) Borrower
fails or neglects to perform any obligation in Sections 6.2, 6.6 or
violates any covenant in Section 7; or


 


(b) Borrower fails or neglects to perform, keep,
or observe any other term, provision, condition, covenant or agreement
contained in this Agreement, any Loan Documents, and as to any default (other
than those specified in this Section 8) under such other term, provision,
condition, covenant or agreement that can be cured, has failed to cure the
default within ten (10) days after the occurrence thereof; provided,
however, that if the default cannot by its nature be cured within the ten (10) day
period or cannot after diligent attempts by Borrower be cured within such ten (10) day
period, and such default is likely to be cured within a reasonable time, then
Borrower shall have an additional period (which shall not in any case exceed
thirty (30) days) to attempt to cure such default, and within such reasonable
time period the failure to cure the default shall not be deemed an Event of
Default (but no Credit Extensions shall be made during such cure period). Grace
periods provided under this Section shall not apply, among other things,
to financial covenants or any other covenants set forth in subsection (a) above;


 


8.3                               Material
Adverse Change. A Material Adverse Change occurs;


 


8.4                               Attachment.
(a) Any material portion of Borrower’s assets is attached, seized, levied
on, or comes into possession of a trustee or receiver and the attachment,
seizure or levy is not removed in ten (10) days; (b) the service of
process seeking to attach, by trustee or similar process, any funds of Borrower,
or of any entity under control of Borrower (including a Subsidiary), on deposit
with Bank or Bank’s Affiliate; (c) Borrower is enjoined, restrained, or
prevented by court order from conducting a material part of its business; (d) a
judgment or other claim in excess of Fifty Thousand Dollars ($50,000) becomes a
Lien on any of Borrower’s assets; or (e) a notice of lien, levy, or
assessment is filed against any of Borrower’s assets by any government agency
and not paid within ten (10) days after Borrower receives notice. These
are not Events of Default if stayed or if a bond is posted pending contest by
Borrower (but no Credit Extensions shall be made during the cure period);


 


8.5                               Insolvency
(a) Borrower is unable to pay its debts (including trade debts) as they
become due or otherwise becomes insolvent; (b) Borrower begins an
Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against
Borrower and not dismissed or stayed within thirty (30) days (but no Credit
Extensions shall be made while of any of the conditions described in clause (a) exist
and/or until any Insolvency Proceeding is dismissed);


 


8.6                               Other
Agreements. There is a default in any agreement to which Borrower or any
Guarantor is a party with a third party or parties resulting in a right by such
third party or parties, whether or not exercised, to accelerate the maturity of
any Indebtedness in an amount in excess of One Hundred Thousand Dollars ($100,000)
or that could have a material adverse effect on Borrower’s business;


 


8.7                               Judgments.
A judgment or judgments for the payment of money in an amount, individually or
in the aggregate, of at least One Hundred Thousand Dollars ($100,000) (not
covered by independent third-party insurance) shall be rendered against
Borrower and shall remain unsatisfied and unstayed for a period of twenty (20)
days after the entry thereof (provided that no Credit Extensions will be made
prior to the satisfaction or stay of such judgment);


 


8.8                               Misrepresentations.
Borrower or any Person acting for Borrower makes any representation, warranty,
or other statement now or later in this Agreement, any Loan Document or in any
writing delivered to Bank or to induce Bank to enter this Agreement or any Loan
Document, and such representation, warranty, or other statement is incorrect in
any material respect when made; or


 


8.9                               Subordinated
Debt. A default or breach occurs under any agreement between Borrower and
any creditor of Borrower that signed a subordination, intercreditor, or other
similar agreement with Bank, or any creditor that has signed such an agreement
with Bank breaches any terms of such agreement.


 


9                                         BANK’S
RIGHTS AND REMEDIES


 


9.1                               Rights
and Remedies. While an Event of Default occurs and continues Bank may,
without notice or demand, do any or all of the following:


 


(a)                                  declare
all Obligations immediately due and payable (but if an Event of Default
described in Section 8.5 occurs all Obligations are immediately due and
payable without any action by Bank);


 


9

















 


(b)                                 stop
advancing money or extending credit for Borrower’s benefit under this Agreement
or under any other agreement between Borrower and Bank;


 


(c)                                  demand
that Borrower (i) deposits cash with Bank in an amount equal to the
aggregate amount of any letters of credit remaining undrawn, as collateral
security for the repayment of any future drawings under such letters of credit,
and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in
advance all letter of credit fees scheduled to be paid or payable over the
remaining term of any letters of credit;


 


(d)                                 settle
or adjust disputes and claims directly with Account Debtors for amounts on
terms and in any order that Bank considers advisable, notify any Person owing
Borrower money of Bank’s security interest in such funds, and verify the amount
of such account;


 


(e)                                  make
any payments and do any acts it considers necessary or reasonable to protect the
Collateral and/or its security interest in the Collateral. Borrower shall
assemble the Collateral if Bank requests and make it available as Bank
designates. Bank may enter premises where the Collateral is located, take
and maintain possession of any part of the Collateral, and pay, purchase,
contest, or compromise any Lien which appears to be prior or superior to its
security interest and pay all expenses incurred. Borrower grants Bank a
non-exclusive license to enter and occupy any of its premises, without charge,
to exercise any of Bank’s rights or remedies;


 


(f)                                    apply
to the Obligations any (i) balances and deposits of Borrower it holds
(other than the  HRP Account), or (ii) any
amount held by Bank owing to or for the credit or the account of Borrower;


 


(g)                                 ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise
for sale, and sell the Collateral. Bank is hereby granted a non-exclusive,
royalty-free license or other right to use, without charge, Borrower’s labels,
patents, copyrights, mask works, rights of use of any name, trade secrets, trade
names, trademarks, service marks, and advertising matter, or any similar
property as it pertains to the Collateral, in completing production of,
advertising for sale, and selling any Collateral and, in connection with Bank’s
exercise of its rights under this Section, Borrower’s rights under all licenses
and all franchise agreements inure to Bank’s benefit;


 


(h)                                 place
a “hold” on any account maintained with Bank and/or deliver a notice of
exclusive control, any entitlement order, or other directions or instructions
pursuant to any Control Agreement or similar agreements providing control of
any Collateral;


 


(i)                                     demand
and receive possession of Borrower’s Books; and


 


(j)                                     exercise
all rights and remedies available to Bank under the Loan Documents or at law or
equity, including all remedies provided under the Code (including disposal of
the Collateral pursuant to the terms thereof).


 


9.2                               Power
of Attorney. Borrower hereby irrevocably appoints Bank as its lawful
attorney-in-fact, exercisable upon the occurrence and during the continuance of
an Event of Default, to:  (a) endorse
Borrower’s name on any checks or other forms of payment or security; (b) sign
Borrower’s name on any invoice or bill of lading for any Account or drafts
against Account Debtors; (c) settle and adjust disputes and claims about
the Accounts directly with Account Debtors, for amounts and on terms Bank
determines reasonable; (d) make, settle, and adjust all claims under
Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge,
encumbrance, security interest, and adverse claim in or to the Collateral, or
any judgment based thereon, or otherwise take any action to terminate or
discharge the same; and (f) transfer the Collateral into the name of Bank
or a third party as the Code permits. Borrower hereby appoints Bank as its
lawful attorney-in-fact to sign Borrower’s name on any documents necessary to
perfect or continue the perfection of Bank’s security interest in the
Collateral regardless of whether an Event of Default has occurred until all
Obligations have been satisfied in full and Bank is under no further obligation
to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s
attorney in fact, and all of Bank’s rights and powers, coupled with an
interest, are irrevocable until all Obligations have been fully repaid and
performed and Bank’s obligation to provide Credit Extensions terminates.


 


9.3                               Accounts
Verification; Collection. In the event that an Event of Default has
occurred and is continuing, Bank may notify any Person owing Borrower
money of Bank’s security interest in such funds and verify the amount of such
account. After the occurrence of an Event of Default, any amounts received by
Borrower shall


 


10

















 


be
held in trust by Borrower for Bank, and, if requested by Bank, Borrower shall
immediately deliver such receipts to Bank in the form received from the Account
Debtor, with proper endorsements for deposit.


 


9.4                               Protective
Payments. If Borrower fails to obtain the insurance called for by Section 6.5
or fails to pay any premium thereon or fails to pay any other amount which
Borrower is obligated to pay under this Agreement or any other Loan Document,
Bank may obtain such insurance or make such payment, and all amounts so
paid by Bank are Bank Expenses and immediately due and payable, bearing
interest at the then highest applicable rate charged by Bank, and secured by
the Collateral. Bank will make reasonable efforts to provide Borrower with
notice of Bank obtaining such insurance at the time it is obtained or within a
reasonable time thereafter. No payments by Bank are deemed an agreement to make
similar payments in the future or Bank’s waiver of any Event of Default.


 


9.5                               Application
of Payments and Proceeds. Unless an Event of Default has occurred and is
continuing, Bank shall apply any funds in its possession, whether from Borrower
account balances, payments, or proceeds realized as the result of any collection
of Accounts or other disposition of the Collateral, first, to Bank Expenses,
including without limitation, the reasonable costs, expenses, liabilities,
obligations and attorneys’ fees incurred by Bank in the exercise of its rights
under this Agreement; second, to the interest due upon any of the Obligations;
and third, to the principal of the Obligations and any applicable fees and
other charges, in such order as Bank shall determine in its sole discretion. Any
surplus shall be paid to Borrower or other Persons legally entitled thereto;
Borrower shall remain liable to Bank for any deficiency. If an Event of Default
has occurred and is continuing, Bank may apply any funds in its
possession, whether from Borrower account balances, payments, proceeds realized
as the result of any collection of Accounts or other disposition of the
Collateral, or otherwise, to the Obligations in such order as Bank shall
determine in its sole discretion. Any surplus shall be paid to Borrower or
other Persons legally entitled thereto; Borrower shall remain liable to Bank
for any deficiency. If Bank, in its good faith business judgment, directly or
indirectly enters into a deferred payment or other credit transaction with any
purchaser at any sale of Collateral, Bank shall have the option, exercisable at
any time, of either reducing the Obligations by the principal amount of the
purchase price or deferring the reduction of the Obligations until the actual
receipt by Bank of cash therefor.


 


9.6                               Bank’s
Liability for Collateral. So long as Bank complies with reasonable banking
practices regarding the safekeeping of the Collateral in the possession or
under the control of Bank, Bank shall not be liable or responsible for: (a) the
safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any
diminution in the value of the Collateral; or (d) any act or default of
any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of
loss, damage or destruction of the Collateral.


 


9.7                               No
Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require
strict performance by Borrower of any provision of this Agreement or any other
Loan Document shall not waive, affect, or diminish any right of Bank thereafter
to demand strict performance and compliance herewith or therewith. No waiver
hereunder shall be effective unless signed by Bank and then is only effective
for the specific instance and purpose for which it is given. Bank’s rights and
remedies under this Agreement and the other Loan Documents are cumulative. Bank
has all rights and remedies provided under the Code, by law, or in equity. Bank’s
exercise of one right or remedy is not an election, and Bank’s waiver of any
Event of Default is not a continuing waiver. Bank’s delay in exercising any
remedy is not a waiver, election, or acquiescence.


 


9.8                               Demand
Waiver. Borrower waives demand, notice of default or dishonor, notice of
payment and nonpayment, notice of any default, nonpayment at maturity, release,
compromise, settlement, extension, or renewal of accounts, documents,
instruments, chattel paper, and guarantees held by Bank on which Borrower is
liable.


 


10                                  NOTICES


 


All notices, consents,
requests, approvals, demands, or other communication (collectively, “Communication”) by any party to this Agreement or any other
Loan Document must be in writing and shall be deemed to have been validly
served, given, or delivered: (a) upon the earlier of actual receipt and
three (3) Business Days after deposit in the U.S. mail, first class, registered
or certified mail return receipt requested, with proper postage prepaid; (b) upon
transmission, when sent by electronic mail or facsimile transmission; (c) one
(1) Business Day after deposit with a reputable overnight courier with all
charges prepaid; or (d) when delivered, if hand-delivered by messenger,
all of which shall be addressed to the party to be notified and sent to the address,
facsimile number, or email address indicated below. Bank or Borrower may change
its address or facsimile number by giving the other party written notice
thereof in accordance with the terms of this Section 10.


 


11

















 


	
  If to Borrower:

  	
   

  	
  BG Medicine, Inc.

  
	
   

  	
   

  	
  610 Lincoln Street

  
	
   

  	
   

  	
  North Waltham, Massachusetts 02451

  
	
   

  	
   

  	
  Attn: Mark D. Shooman

  
	
   

  	
   

  	
  Fax: (781) 895-1119

  
	
   

  	
   

  	
  Email:  mshooman@bg-medicine.com

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, PC

  
	
   

  	
   

  	
  One Financial Center

  
	
   

  	
   

  	
  Boston, Massachusetts 02111

  
	
   

  	
   

  	
  Attn: William T. Whelan, Esq.

  
	
   

  	
   

  	
  Fax: (617) 542-2241

  
	
   

  	
   

  	
  Email: WWhelan@Mintz.com

  
	
   

  	
   

  	
   

  
	
  If to Bank:

  	
   

  	
  Silicon Valley Bank

  
	
   

  	
   

  	
  One Newton Executive Park, Suite 200

  
	
   

  	
   

  	
  2221 Washington Street

  
	
   

  	
   

  	
  Newton, Massachusetts 02462

  
	
   

  	
   

  	
  Attn: Mr. Tom Davies

  
	
   

  	
   

  	
  Fax: (617) 969-5967

  
	
   

  	
   

  	
  Email:  TDavies@svb.com

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Riemer & Braunstein LLP

  
	
   

  	
   

  	
  Three Center Plaza

  
	
   

  	
   

  	
  Boston, Massachusetts 02108

  
	
   

  	
   

  	
  Attn: David A. Ephraim, Esquire

  
	
   

  	
   

  	
  Fax: (617) 880-3456

  
	
   

  	
   

  	
  Email: DEphraim@riemerlaw.com

  



 


12

















 


11                                  CHOICE
OF LAW, VENUE AND JURY TRIAL WAIVER


 


Massachusetts law governs
the Loan Documents without regard to principles of conflicts of law. Borrower
and Bank each submit to the exclusive jurisdiction of the State and Federal
courts in Massachusetts; provided, however, that if for any reason Bank cannot
avail itself of such courts in the Commonwealth of Massachusetts, Borrower
accepts jurisdiction of the courts and venue in Santa Clara County, California.
NOTWITHSTANDING THE FOREGOING, BANK SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION
WHICH BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL
OR TO OTHERWISE ENFORCE BANK’S RIGHTS AGAINST BORROWER OR ITS PROPERTY.


 


TO THE EXTENT PERMITTED BY
APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN
DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF
DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH
PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH
ITS COUNSEL.


 


12                                  GENERAL
PROVISIONS


 


12.1                        Successors
and Assigns. This Agreement binds and is for the benefit of the successors
and permitted assigns of each party. Borrower may not assign this
Agreement or any rights or obligations under it without Bank’s prior written
consent (which may be granted or withheld in Bank’s discretion). Bank has
the right, without the consent of or notice to Borrower, to sell, transfer, assign,
negotiate, or grant participation in all or any part of, or any interest
in, Bank’s obligations, rights, and benefits under this Agreement and the other
Loan Documents.


 


12.2                        Indemnification.
Borrower agrees to indemnify, defend and hold Bank and its directors, officers,
employees, agents, attorneys, or any other Person affiliated with or
representing Bank harmless against:  (a) all
obligations, demands, claims, and liabilities (collectively, “Claims”) asserted by any other party in connection with the
transactions contemplated by the Loan Documents; and (b) all losses or
Bank Expenses incurred, or paid by Bank from, following, or arising from
transactions between Bank and Borrower (including reasonable attorneys’ fees
and expenses), except for Claims and/or losses directly caused by Bank’s gross
negligence or willful misconduct.


 


12.3                        Time
of Essence. Time is of the essence for the performance of all Obligations
in this Agreement.


 


12.4                        Severability
of Provisions. Each provision of this Agreement is severable from every
other provision in determining the enforceability of any provision.


 


12.5                        Amendments
in Writing; Integration. All amendments to this Agreement must be in
writing signed by both Bank and Borrower. This Agreement and the Loan Documents
represent the entire agreement about this subject matter and supersede prior
negotiations or agreements. All prior agreements, understandings,
representations, warranties, and negotiations between the parties about the
subject matter of this Agreement and the Loan Documents merge into this
Agreement and the Loan Documents.


 


12.6                        Counterparts.
This Agreement may be executed in any number of counterparts and by
different parties on separate counterparts, each of which, when executed and
delivered, is an original, and all taken together, constitute one Agreement.


 


12.7                        Survival.
All covenants, representations and warranties made in this Agreement continue
in full force until this Agreement has terminated pursuant to its terms and all
Obligations (other than inchoate indemnity obligations and any other
obligations which, by their terms, are to survive the termination of this
Agreement) have been satisfied. The obligation of Borrower in Section 12.2
to indemnify Bank shall survive until the statute of limitations with respect
to such claim or cause of action shall have run.


 


13

















 


12.8                        Confidentiality.
In handling any confidential information, Bank shall exercise the same degree
of care that it exercises for its own proprietary information, but disclosure
of information may be made: (a) to Bank’s Subsidiaries or Affiliates;
(b) to prospective transferees or purchasers of any interest in the Credit
Extensions (provided, however, Bank shall use commercially reasonable efforts to
obtain such prospective transferee’s or purchaser’s agreement to the terms of
this provision); (c) as required by law, regulation, subpoena, or other
order; (d) to Bank’s regulators or as otherwise required in connection
with Bank’s examination or audit; and (e) as Bank considers appropriate in
exercising remedies under this Agreement. Confidential information does not
include information that either: (i) is in the public domain or in Bank’s
possession when disclosed to Bank, or becomes part of the public domain
after disclosure to Bank; or (ii) is disclosed to Bank by a third party,
if Bank does not know that the third party is prohibited from disclosing the
information.


 


12.9                        Right
of Set Off. Borrower hereby grants to Bank, a lien, security interest
and right of set off as security for all Obligations to Bank, whether now
existing or hereafter arising upon and against all deposits, credits, collateral
and property, now or hereafter in the possession, custody, safekeeping or
control of Bank or any entity under the control of Bank (including a Bank
subsidiary) or in transit to any of them (with the exception of the HRP
Account). At any time after the occurrence and during the continuance of an
Event of Default, without demand or notice, Bank may set off the same or
any part thereof and apply the same to any liability or obligation of
Borrower even though unmatured and regardless of the adequacy of any other
collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT
TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.


 


13                                  DEFINITIONS


 


13.1                        Definitions.
As used in this Agreement, the following terms have the following meanings:


 


“Account”
is any “account” as defined in the Code with such additions to such term as may hereafter
be made, and includes, without limitation, all accounts receivable and other
sums owing to Borrower.


 


“Account
Debtor” is any “account debtor” as defined in the Code with such
additions to such term as may hereafter be made.


 


“Affiliate”
of any Person is a Person that owns or controls directly or indirectly the
Person, any Person that controls or is controlled by or is under common control
with the Person, and each of that Person’s senior executive officers,
directors, partners and, for any Person that is a limited liability company,
that Person’s managers and members.


 


“Agreement”
is defined in the preamble hereof.


 


 “Bank” is
defined in the preamble hereof.


 


“Bank
Expenses” are all audit fees and expenses, costs, and expenses
(including reasonable attorneys’ fees and expenses) for preparing, negotiating,
administering, defending and enforcing the Loan Documents (including, without
limitation, those incurred in connection with appeals or Insolvency
Proceedings) or otherwise incurred with respect to Borrower.


 


“Borrower”
is defined in the preamble hereof.


 


“Borrower’s
Books” are all Borrower’s books and records including ledgers, federal
and state tax returns, records regarding Borrower’s assets or liabilities, the
Collateral, business operations or financial condition, and all computer
programs or storage or any equipment containing such information.


 


 “Borrowing Resolutions”
are, with respect to any Person, those resolutions adopted by such Person’s
Board of Directors and delivered by such Person to Bank approving the Loan
Documents to which such Person is a party and the transactions contemplated
thereby, together with a certificate executed by its secretary on behalf of such
Person certifying that (a) such Person has the authority to execute,
deliver, and perform its obligations under each of the Loan Documents to
which it is a party, (b) that attached as Exhibit A to such
certificate is a true, correct, and complete copy of the resolutions then in
full force and effect authorizing and ratifying the execution, delivery,


 


14

















 


and performance by
such Person of the Loan Documents to which it is a party, (c) the name(s)
of the Person(s) authorized to execute the Loan Documents on behalf of such
Person, together with a sample of the true signature(s) of such Person(s), and (d) that
Bank may conclusively rely on such certificate unless and until such
Person shall have delivered to Bank a further certificate canceling or amending
such prior certificate.


 


“Bridge Loan”
is a loan made by Bank pursuant to the terms of Section 2.1.1 hereof.


 


“Bridge Loan Advance”
is defined in Section 2.1.1 hereof.


 


 “Bridge Loan Maturity Date”
is, the sooner to occur of (a) five (5) days after the occurrence of
the Financing Event, (b) March 31, 2008, or (c) the Borrower’s
initial public offering and sale of its Common Stock or other common voting
equity securities pursuant to an effective registration statement under the
Securities Act of 1933, as amended.


 


 “Business Day”
is any day that is not a Saturday, Sunday or a day on which Bank is closed.


 


 “Cash Equivalents” are (a) marketable
direct obligations issued or unconditionally guaranteed by the United States or
any agency or any State thereof having maturities of not more than one (1) year
from the date of acquisition; (b) commercial paper maturing no more than one
(1) year after its creation and having the highest rating from either
Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.,
and (c) Bank’s certificates of deposit issued maturing no more than one (1) year
after issue.


 


 “Claims” are
defined in Section 12.2.


 


“Code”
is the Uniform Commercial Code, as the same may, from time to time, be enacted
and in effect in the Commonwealth of Massachusetts; provided, that, to the
extent that the Code is used to define any term herein or in any Loan Document
and such term is defined differently in different Articles or Divisions of the
Code, the definition of such term contained in Article or Division 9 shall
govern; provided further, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection, or priority of, or
remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial
Code in effect in a jurisdiction other than the Commonwealth of Massachusetts,
the term “Code” shall mean the Uniform Commercial
Code as enacted and in effect in such other jurisdiction solely for purposes on
the provisions thereof relating to such attachment, perfection, priority, or
remedies and for purposes of definitions relating to such provisions.


 


 “Collateral” is
any and all properties, rights and assets of Borrower described on Exhibit A.


 


“Collateral
Account” is any Deposit Account, Securities Account, or Commodity
Account, with the exception of the HRP Account.


 


 “Commodity Account”
is any “commodity account” as defined in the Code with such additions to such
term as may hereafter be made.


 


“Communication”
is defined in Section 10.


 


 “Contingent Obligation”
is, for any Person, any direct or indirect liability, contingent or not, of
that Person for (a) any indebtedness, lease, dividend, letter of credit or
other obligation of another such as an obligation directly or indirectly
guaranteed, endorsed, co-made, discounted or sold with recourse by that Person,
or for which that Person is directly or indirectly liable; (b) any
obligations for undrawn letters of credit for the account of that Person; and (c) all
obligations from any interest rate, currency or commodity swap agreement,
interest rate cap or collar agreement, or other agreement or arrangement designated
to protect a Person against fluctuation in interest rates, currency exchange
rates or commodity prices; but “Contingent Obligation” does not include
endorsements in the ordinary course of business. The amount of a Contingent
Obligation is the stated or determined amount of the primary obligation for
which the Contingent Obligation is made or, if not determinable, the maximum
reasonably anticipated liability for it determined by the Person in good faith;
but the amount may not exceed the maximum of the obligations under any
guarantee or other support arrangement.


 


“Control
Agreement” is any control agreement entered into among the
depository institution at which Borrower maintains a Deposit Account or the
securities intermediary or commodity intermediary at which Borrower


 


15

















 


maintains a
Securities Account or a Commodity Account, Borrower, and Bank pursuant to which
Bank obtains control (within the meaning of the Code) over such Deposit
Account, Securities Account, or Commodity Account.


 


“Credit
Extension” is any Bridge Loan Advance, or any other extension of
credit by Bank for Borrower’s benefit.


 


“Default”
is any event which with notice or passage of time or both, would constitute an
Event of Default.


 


“Default Rate”
is defined in Section 2.2(b).


 


“De Lage
Collateral” means the “Equipment” (as defined in that certain Master
Lease Agreement by and between De Lage Landen Financial Services, Inc. and
Borrower, dated on or around May 23, 1001, as amended), and the proceeds
thereof.


 


 “Deposit Account”
is any “deposit account” as defined in the Code with such additions to such
term as may hereafter be made.


 


“Designated
Deposit Account” is Borrower’s deposit account, account number 3300211799,
maintained with Bank.


 


“Dollars,”  “dollars” and “$” each mean
lawful money of the United States.


 


“Effective
Date” is defined in the preamble of this Agreement.


 


“Equipment”
is all “equipment” as defined in the Code with such additions to such term as may hereafter
be made, and includes without limitation all machinery, fixtures, goods,
vehicles (including motor vehicles and trailers), and any interest in any of
the foregoing.


 


 “ERISA” is the
Employee Retirement Income Security Act of 1974, and its regulations.


 


“Event of Default”
is defined in Section 8.


 


“Financing
Event” shall mean the closing by the Borrower of a debt or equity
financing after the Effective Date.


 


“First Bridge
Loan Advance” is defined in Section 2.1.1.


 


“First Draw
Period” is the period of time from the Effective Date through the
earliest to occur of (a) November 9, 2007, and (b) an Event of
Default.


 


 “Funding Date”
is any date on which a Credit Extension is made to or on account of Borrower
which shall be a Business Day.


 


 “GAAP” is
generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other Person as may be
approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of the date of determination.


 


“GE
Collateral” means the “Equipment” (as defined in that certain Master
Security Agreement by and between General Electric Capital Corporation and
Borrower, dated on or around October 3, 2001, as amended from time to time),
and the proceeds thereof.


 


 “General Intangibles”
is all “general intangibles” as defined in the Code in effect on the date
hereof with such additions to such term as may hereafter be made, and
includes without limitation, all copyright rights, copyright applications,
copyright registrations and like protections in each work of authorship and
derivative work, whether published or unpublished, any patents, trademarks,
service marks and, to the extent permitted under applicable law, any
applications therefor, whether registered or not, any trade secret rights,
including any rights to


 


16

















 


unpatented
inventions, payment intangibles, royalties, contract rights, goodwill,
franchise agreements, purchase orders, customer lists, route lists, telephone
numbers, domain names, claims, income and other tax refunds, security and other
deposits, options to purchase or sell real or personal property, rights in all
litigation presently or hereafter pending (whether in contract, tort or
otherwise), insurance policies (including without limitation key man, property
damage, and business interruption insurance), payments of insurance and rights
to payment of any kind.


 


“HRP Account”
shall mean, funds received by Borrower pursuant participation agreements with
Philips, Merck, and AstraZeneca to be used in accordance with the terms and conditions
of the HRP Initiative, maintained with State Street Bank and Trust in Borrower’s
account number DE1956.


 


“HRP
Initiative” means a series of pre-competitive, multi-party
research and development projects, which are administered and coordinated pursuant
to participation agreements with Philips, Merck and AstaZeneca to advance the
understanding, recognition, and management of cardiovascular disease.


 


 “Indebtedness”
is (a) indebtedness for borrowed money or the deferred price of property
or services, such as reimbursement and other obligations for surety bonds and
letters of credit, (b) obligations evidenced by notes, bonds, debentures
or similar instruments, (c) capital lease obligations, and (d) Contingent
Obligations.


 


 “Insolvency Proceeding”
is any proceeding by or against any Person under the United States Bankruptcy
Code, or any other bankruptcy or insolvency law, including assignments for the
benefit of creditors, compositions, extensions generally with its creditors, or
proceedings seeking reorganization, arrangement, or other relief.


 


 “Inventory” is
all “inventory” as defined in the Code in effect on the date hereof with such
additions to such term as may hereafter be made, and includes without
limitation all merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products, including without
limitation such inventory as is temporarily out of Borrower’s custody or
possession or in transit and including any returned goods and any documents of
title representing any of the above.


 


“Investment”
is any beneficial ownership interest in any Person (including stock,
partnership interest or other securities), and any loan, advance or capital
contribution to any Person.


 


“IP Agreement”
is that certain Intellectual Property Security Agreement executed and delivered
by Borrower to Bank dated as of the Effective Date.


 


 “Lien” is a
mortgage, lien, deed of trust, charge, pledge, security interest or other
encumbrance.


 


 “Loan Documents”
are, collectively, this Agreement, the Perfection Certificate, the IP
Agreement, any note, or notes or guaranties executed by Borrower and any other
present or future agreement between Borrower for the benefit of Bank in
connection with this Agreement, all as amended, restated, or otherwise modified.


 


 “Material Adverse Change” is
(a) a material impairment in the perfection or priority of Bank’s Lien in
the Collateral or in the value of such Collateral; (b) a material adverse
change in the business, operations, or condition (financial or otherwise) of
Borrower; or (c) a material impairment of the prospect of repayment of any
portion of the Obligations.


 


 “Obligations”
are Borrower’s obligation to pay when due any debts, principal, interest, Bank
Expenses and other amounts Borrower owes Bank now or later, in connection with
this Agreement, the Loan Documents, or otherwise, including, without
limitation, all obligations relating to letters of credit (including
reimbursement obligations for drawn and undrawn letters of credit), cash management
services, and foreign exchange contracts, if any, and including interest
accruing after Insolvency Proceedings begin and debts, liabilities, or
obligations of Borrower assigned to Bank, and the performance of Borrower’s
duties under the Loan Documents.


 


“Operating Documents”
are, for any Person, such Person’s formation documents, as certified with the
Secretary of State of such Person’s state of formation on a date that is no
earlier than 30 days prior to the Effective Date, and its bylaws in current
form, each of the foregoing with all current amendments or modifications
thereto.


 


“Oracle
Collateral” means the software (as defined in that certain Payment
Plan Agreement by and between Oracle Credit Corporation and Borrower, dated on
or around May 30, 2007), and the proceeds thereof.


 


17

















 


 “Payment/Advance Form”
is that certain form attached hereto as Exhibit B.


 


“Payment Date”
is the first Business Day of each calendar month.


 


“Perfection
Certificate” is defined in Section 5.1.


 


“Permitted
Indebtedness” is:


 


(a)                                  Borrower’s
Indebtedness to Bank under this Agreement and the other Loan Documents;


 


(b)                                 Indebtedness
existing on the Effective Date and shown on the Perfection Certificate;


 


(c)                                  Subordinated
Debt;


 


(d)                                 unsecured
Indebtedness to trade creditors incurred in the
ordinary course of business;


 


(e)                                  Indebtedness
incurred as a result of endorsing negotiable instruments received in the
ordinary course of business;


 


(f)                                    Indebtedness
secured by Permitted Liens; and


 


(g)                                 extensions,
refinancings, modifications, amendments and restatements of any items of
Permitted Indebtedness (a) through (f) above, provided that the
principal amount thereof is not increased or the terms thereof are not modified
to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be.


 


“Permitted
Investments” are:


 


(a)                                  Investments
shown on the Perfection Certificate and existing on the Effective Date; and


 


(b)                                 Cash
Equivalents.


 


“Permitted
Liens” are:


 


(a)                                  Liens
existing on the Effective Date and shown on the Perfection Certificate or
arising under this Agreement and the other Loan Documents;


 


(b)                                 Liens
for taxes, fees, assessments or other government charges or levies, either not
delinquent or being contested in good faith and for which Borrower maintains
adequate reserves on Borrower’s Books, if they have no priority over any
of Bank’s Liens;


 


(c)                                  purchase
money Liens (i) on Equipment acquired or held by Borrower incurred for
financing the acquisition of the Equipment securing no more than One Hundred
Thousand Dollars ($100,000) in the aggregate amount outstanding, or (ii) existing
on Equipment when acquired, if the Lien is confined to the property and
improvements and the proceeds of the Equipment;


 


(d)                                 Liens
incurred in the extension, renewal or refinancing of the indebtedness secured
by Liens described in (a) through (c), but any extension, renewal
or replacement Lien must be limited to the property encumbered by the existing
Lien and the principal amount of the indebtedness may not increase;


 


(e)                                  leases
or subleases of real property granted in the ordinary course of business, and
leases, subleases, non-exclusive licenses or sublicenses of property (other
than real property or intellectual property) granted in the ordinary course of
Borrower’s business, if the leases, subleases, licenses and sublicenses do
not prohibit granting Bank a security interest;


 


(f)                                    non-exclusive
license of intellectual property granted to third parties in the ordinary
course of business; and


 


(g)                                 judgment
liens not constituting an Event of Default under Section 8.4 or 8.7.


 


18

















 


“Person”
is any individual, sole proprietorship, partnership, limited liability company,
joint venture, company, trust, unincorporated organization, association,
corporation, institution, public benefit corporation, firm, joint stock
company, estate, entity or government agency.


 


“Registered
Organization” is any “registered organization” as defined in the
Code with such additions to such term as may hereafter be made


 


 “Responsible Officer”
is any of the Chief Executive Officer, President, Chief Financial Officer and
Controller of Borrower


 


“Second
Bridge Loan Advance” is defined in Section 2.1.1.


 


“Second Draw
Period” is the period of time commencing upon on February 1,
2008 through the earliest to occur of (a) Bridge Loan Maturity Date, and (b) an
Event of Default.


 


“Securities
Account” is any “securities account” as defined in the Code with
such additions to such term as may hereafter be made.


 


 “Subordinated Debt”
is indebtedness incurred by Borrower subordinated to all of Borrower’s now or
hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or
other similar agreement in form and substance satisfactory to Bank entered
into between Bank and the other creditor), on terms acceptable to Bank.


 


“Subsidiary”
is, with respect to any Person, any Person of which more than 50% of the voting
stock or other equity interests (in the case of Persons other than corporations)
is owned or controlled, directly or indirectly, by such Person or one or more
Affiliates of such Person.


 


 “Transfer” is
defined in Section 7.1.


 


“US Bancorp
Collateral” means the “Equipment” (as defined in that certain Lease
Agreement by and between US Bancorp Business Equipment Finance Group and
Borrower, dated on or around August 26, 2005, as amended), and the
proceeds thereof.


 


 “Warrant” is
that certain Warrant to Purchase Stock dated as of the Effective Date executed
by Borrower in favor of Bank.


 


Signature page follows.


 


19

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed as a sealed
instrument under the laws of the Commonwealth of Massachusetts as of the Effective
Date.


 


BORROWER:


 


BG MEDICINE, INC.


 


	
  By

  	
    /s/ Mark D.
  Shooman

  	
   

  
	
  Name:

  	
   Mark D.
  Shooman

  	
   

  
	
  Title:

  	
   CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SILICON VALLEY BANK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   /s/ Clark
  Hayes

  	
   

  
	
  Name:

  	
   Clark Hayes

  	
   

  
	
  Title:

  	
    RM

  	
   

  
									



 


[Signature page to Loan and Security Agreement]


 

















 


EXHIBIT A


 


The Collateral
consists of all of Borrower’s right, title and interest in and to the following
personal property:


 


All Accounts (including
health-care receivables), Inventory, contract rights or rights to payment of
money, leases, license agreements, franchise agreements, General Intangibles,
commercial tort claims, documents, instruments (including any promissory
notes), chattel paper (whether tangible or electronic), cash, deposit accounts,
all certificates of deposit, fixtures, letters of credit rights (whether or not
the letter of credit is evidenced by a writing), securities, and all other
investment property, supporting obligations, and financial assets, whether now
owned or hereafter acquired, wherever located; and


 


All Borrower’s Books
relating to the foregoing, and any and all claims, rights and interests in any
of the above and all substitutions for, additions, attachments, accessories,
accessions and improvements to and replacements, products, proceeds and
insurance proceeds of any or all of the foregoing.


 


Notwithstanding
the foregoing, the Collateral does not include any of the following: (a) the
HRP Account, (b) GE Collateral, (c) De Lage Collateral, (e) Oracle
Collateral, and the (d) US Bancorp Collateral.


 


1

















 


EXHIBIT B


Loan Payment/Advance Request Form


DEADLINE FOR SAME DAY PROCESSING IS NOON E.S.T.*


 


	
  Fax To:

  	
   

  	
  Date: 

  	
   

  	
   

  
	
  LOAN
  PAYMENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BG Medicine, Inc.

  
	
  From Account #

  	
   

  	
   

  	
   

  	
  To Account #

  	
   

  	
   

  
	
   

  	
  (Deposit Account #)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Loan Account #)

  	
   

  
	
  Principal $

  	
   

  	
   

  	
   

  	
  and/or Interest
  $

  	
   

  	
   

  
	
  Authorized
  Signature:

  	
   

  	
   

  	
   

  	
  Phone Number:

  	
   

  	
   

  
	
  Print
  Name/Title:

  	
   

  	
   

  	
   

  	
   

  
	
  LOAN
  ADVANCE:

  	
   

  	
   

  
	
  Complete Outgoing Wire Request section below if all or a
  portion of the funds from this loan advance are for an outgoing wire.

  
	
  From Account #

  	
   

  	
   

  	
   

  	
  To Account #

  	
   

  	
   

  
	
   

  	
  (Loan Account #)

  	
   

  	
   

  	
   

  	
  (Deposit Account #)

  	
   

  
	
  Amount of
  Advance $

  	
   

  	
   

  	
   

  	
   

  
	
  All Borrower’s
  representations and
  warranties in the Loan and Security Agreement are true, correct and complete
  in all material respects on the date of the request for an advance; provided,
  however, that such materiality qualifier shall not be applicable to any
  representations and warranties that already are qualified or modified by
  materiality in the text thereof; and provided, further that those representations
  and warranties expressly referring to a specific date shall be true, accurate
  and complete in all material respects as of such date:

  
	
  Authorized
  Signature:

  	
   

  	
   

  	
   

  	
  Phone Number:

  	
   

  	
   

  
	
  Print
  Name/Title:

  	
   

  	
   

  	
   

  	
   

  
	
  OUTGOING
  WIRE REQUEST:

  	
   

  	
   

  
	
  Complete
  only if all or a portion of funds from the loan advance above is to be wired.

  
	
  Deadline for
  same day processing is noon, E.S.T.

  	
   

  	
   

  
	
  Beneficiary
  Name:

  	
   

  	
   

  	
   

  	
  Amount of Wire:
  $

  	
   

  	
   

  
	
  Beneficiary
  Bank:

  	
   

  	
   

  	
   

  	
  Account Number:

  	
   

  	
   

  
	
  City and State:

  	
   

  	
   

  	
   

  	
   

  
	
  Beneficiary Bank
  Transit (ABA) #:

  	
   

  	
   

  	
  Beneficiary Bank
  Code (Swift, Sort, Chip, etc.):

  	
   

  	
   

  
	
   

  	
   

  	
  (For
  International Wire Only)

  
	
  Intermediary
  Bank:

  	
   

  	
   

  	
  Transit (ABA) #:

  	
   

  	
   

  
	
  For Further
  Credit to:

  	
   

  	
   

  
	
  Special
  Instruction:

  	
   

  	
   

  
	
  By
  signing below, I (we) acknowledge and agree that my (our) funds transfer request
  shall be processed in accordance with and subject to the terms and conditions
  set forth in the agreements(s) covering funds transfer service(s), which
  agreements(s) were previously received and executed by me (us).

  
	
  Authorized
  Signature:

  	
   

  	
   

  	
   

  	
  2nd
  Signature (if required):

  	
   

  	
   

  
	
  Print
  Name/Title:

  	
   

  	
   

  	
   

  	
  Print
  Name/Title:

  	
   

  	
   

  
	
  Telephone
  #:

  	
   

  	
   

  	
   

  	
  Telephone
  #:

  	
   

  	
   

  
																																														



 






* Unless otherwise
provided for an Advance bearing interest at LIBOR.


 


1