Exhibit 4.8


 


SECURITIES
PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT, (the “Purchase Agreement”) dated as of December 27,
2007 (the “Effective Date”), is by and among BG Medicine, Inc., a
Delaware Corporation (the “Company”), and the persons or entities
identified on Schedule A attached hereto (which persons or entities,
with any of their successors or assignees, are hereinafter referred to
individually as a “Purchaser” and collectively, the “Purchasers”).


 


RECITALS


 


A.            The Company has requested that the Purchasers purchase
convertible promissory notes, in the form attached hereto as Exhibit A
(each a “Note” and collectively, the “Notes”) for the purchase of
Capital Stock (as defined below) of the Company for an aggregate purchase price
of up to $2,000,000 on the terms and conditions set forth herein.


 


B.            The purchase price of each Note shall be the principal
amount thereof set forth opposite each Purchaser’s name on Schedule A.


 


C.            The Purchasers have agreed to purchase such notes on
the terms and conditions set forth therein.


 


                NOW, THEREFORE, in consideration of the mutual
promises and covenants contained in this Purchase Agreement, the parties
hereto, intending to be legally bound, agree as follows:


 


ARTICLE I DEFINITIONS


 


1.01        Defined
Terms.


 


As
used in this Purchase Agreement and to the extent not otherwise defined herein,
the following terms shall have the following meanings:


 


“Affiliate”:
 with respect to any Purchaser that is
partnership, corporation, trust, joint venture, unincorporated organization or
other entity, any partnership, corporation, trust, joint venture,
unincorporated organization or other entity that is an “accredited investor”
within the meaning of Rule 501 promulgated under the Securities Act and
directly or indirectly controls, is controlled by or is under common control
with such Purchaser, and the term “control” shall mean, with respect to
such Purchaser, the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of such Purchaser, whether
through ownership of voting securities, by contract or otherwise.


 


“Capital
Stock”:  (a) as to any Person
that is a corporation (i) the authorized shares of such Person’s Capital
Stock, including all classes of common, preferred, voting and nonvoting Capital
Stock of such Person, (ii) any rights, options or warrants to purchase any
Capital Stock (including all classes
of common, preferred, voting and nonvoting Capital Stock) of such Person and (iii) securities
of any type whatsoever that are, or may become, convertible into or exercisable
or exchangeable for, or that carry or may carry rights to subscribe for, any
Capital Stock (including all classes of common, preferred, voting and nonvoting
Capital Stock) of such Person; and (b) as to any Person that is not a
corporation or an individual (i) the ownership 


 

















 


interests in such Person (however evidenced),
including, without limitation, the right to share in profits and losses, the
right to receive distributions of cash and property, and the right to receive
allocations of items of income, gain, loss, deduction and credit and similar
items from such Person, whether or not such interests include voting or similar
rights entitling the holder thereof to exercise control over such Person and (ii) any
rights, options, warrants or securities of any type whatsoever that are, or may
become, convertible into or exercisable or exchangeable for, or that carry or
may carry rights to subscribe for, any such ownership interests in such Person.


 


“Common
Stock”:  the Company’s common stock,
par value $0.001 per share.


 


“Liquidation Event”:
 the consummation of either (1) the
sale or exchange of all or substantially all of the outstanding shares of the
capital stock of the Company (whether in connection with a merger or
consolidation of the Company, an offer to purchase such shares directed to all
or substantially all of the stockholders of the Company, or otherwise), or (2) the
sale of all or substantially all of the assets of the Company


 


“Material Adverse Effect”:
 a material adverse effect on (i) the
business, operations, property or financial condition of the Company, or (ii) the
validity or enforceability of the Purchase Documents or the rights or remedies
of the Purchasers hereunder or thereunder.


 


“New Stock”:
 the shares of the Company’s equity
securities issued and sold at the closing of the next Qualified Financing.


 


“New Stock Price”:  the price per share of the New Stock, rounded
to the nearest whole cent.


 


“Person”:
 an individual, partnership, corporation,
business trust, joint stock company, limited liability company, trust,
unincorporated association, joint venture, governmental authority or other
entity of whatever nature.


 


“Purchase
Agreement”:  this Securities Purchase
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time.


 


“Purchase
Documents”:  this Purchase Agreement
and the Notes.


 


“Qualified
Financing”:  a round of equity
financing in a single or a series of related capital raising transactions which
raises gross proceeds to the Company of at least Three Million Dollars
($3,000,000) in the aggregate, exclusive of the conversion of the Notes
(including without limitation the Company’s Initial Public Offering, as defined
in Section 4.05 below).


 


“Senior
Indebtedness”:  all obligations of
the Company under the financing facilities with General Electric Capital
Corporation and Silicon Valley Bank.


 


2

















 


ARTICLE II
PURCHASE OF CONVERTIBLE NOTES


 


2.01        Purchase
and Sale of Notes to the Purchasers.


 


(a)           Subject to and upon the terms and conditions set forth in this Purchase
Agreement and in reliance on the representations and warranties set forth or
referred to herein, the Company agrees to issue and sell to each Purchaser, and
each Purchaser agrees to purchase from the Company, at the Closings referred to
in Section 2.02 below, a Note made by the Company in favor of such
Purchaser in the principal amount set forth opposite the name of such Purchaser
on Schedule A attached hereto under the caption “Principal Amount of
Note.”


 


(b)           The aggregate principal amount of all Notes
to be issued and sold by the Company to the Purchasers pursuant to this Section 2.01
shall be up to $2,000,000.  The purchase
price payable by each Purchaser for the Note purchased by it pursuant hereto
shall be an amount equal to the principal amount of such applicable Note.


 


2.02        The
Closing.


 


The
closing of the sale and purchase of the Notes under this Purchase Agreement
shall be made pursuant to one or more closings (each, a “Closing” and
the date of a Closing is hereinafter referred to as a “Closing Date”),
with the first such closing to be held at the offices of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111 on or
about December 27, 2007 at 10:00 a.m. (the “First Closing”)
and the second such closing to be held on or about January 9, 2008 at
10:00 a.m. (the “Second Closing”). 
At a Closing, subject to the terms and conditions hereof, the Company
will deliver to each Purchaser the Notes against payment of the purchase price
therefor.  The parties agree that the
delivery of this Purchase Agreement and any other documents at a Closing may be
effected by means of an exchange of facsimile signatures with original copies
to follow by mail or courier service. 
Any person or entity that purchases any Notes after the Second Closing
shall become a party to this Purchase Agreement by executing and delivering to
the Company a counterpart signature page hereto.


 


2.03        Ranking;
Allocation of Payments.     The Notes
shall rank equally without preference or priority of any kind over one another,
and all payments on account of principal and interest with respect to any of
the Notes shall be applied ratably and proportionately among all of the Notes
at the time outstanding in proportion, as nearly as practicable, to the
respective unpaid balances outstanding thereunder.  Notwithstanding anything to the contrary
herein, the indebtedness evidenced by the Notes shall be senior in right of
payment to all of the Company’s other indebtedness, except the Company’s Senior
Indebtedness, as set forth in the Notes.


 


2.04        Use
of Proceeds.  The
proceeds of the Notes shall be used by the Company for working capital and
general corporate purposes, but shall not be used for the payment of principal
on any outstanding Senior Indebtedness of the Company without the prior
written consent of the Purchasers holding Notes with at least 75% of the
aggregate principal amounts then outstanding under all of the Notes.


 


ARTICLE III REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company hereby makes the following representations and warranties to the
Purchasers.


 


3

















 


3.01        Incorporation,
Good Standing and Qualification of the Company. 
The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of its jurisdiction of organization.  The Company has the requisite power and
authority to own, lease and operate its properties and to carry on its business
as now being conducted or as proposed to be conducted.  The Company is qualified as a foreign
corporation and in good standing in the Commonwealth of Massachusetts.  The conduct of the Company’s business and the
ownership or lease of its property do not require it to become qualified as a
foreign corporation in any other jurisdiction where the failure to be so
qualified would have a Material Adverse Effect.


 


3.02        Corporate
Power and Authority; Authorization; Enforceability. 
All corporate action on the part of the
Company necessary for the authorization of this Purchase Agreement, the Notes
and the performance of all obligations of the Company hereunder and thereunder
at a Closing has been taken or will be taken prior to the Closing; provided,
however, that the Company has not (i) amended its Amended and Restated
Certificate of Incorporation (“Certificate of Incorporation”) to create
any New Stock or (ii) reserved for issuance any shares of the Company’s
Common Stock, Series A Preferred Stock or any New Stock issuable pursuant
to the terms thereof.  This Purchase
Agreement has been, and the Notes will be, when executed and delivered at the
Closing, duly executed and delivered by the Company.  This Purchase Agreement constitutes, and the
Notes when executed and delivered at the Closing, will constitute valid and
binding obligations of the Company enforceable in accordance with their terms,
except as limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors’ rights, and (b) general principles of equity
that restrict the availability of equitable remedies.


 


3.03        No
Conflict.  Neither the authorization,
execution, delivery and performance of this Purchase Agreement, the
consummation of the transactions contemplated hereby, or the sale, issuance and
delivery of the Notes or any of the shares of Capital Stock of the Company
which may be issued pursuant to the terms of the Notes will conflict with or
result in a breach of or default under (or with due notice or lapse of time or
both would result in a default under) the Company’s Certificate of
Incorporation or by-laws, as amended or any statute, law, rule, regulation,
judgment, decree, writ, injunction, order or award of any arbitrator, court or
governmental authority.


 


3.04        Capitalization.  The
authorized and outstanding Capital Stock of the Company is as set forth in the
Company’s Registration Statement on Form S-1 (Registration No. 333-145124),
as initially filed with the Securities and Exchange Commission on August 3,
2007, as amended (the “Registration Statement”).


 


3.05        No
Broker.  The Company has no contract,
arrangement or understanding with any broker, finder, agent, financial advisor
or other intermediary with respect to the transactions contemplated by this
Purchase Agreement.


 


ARTICLE IV REPRESENTATION
AND WARRANTIES OF THE PURCHASERS


 


Each
Purchaser hereby severally and not jointly represents and warrants to the
Company with respect to such Purchaser as follows:


 


4

















 


4.01        Authorization.  The execution, delivery and
performance by each Purchaser of this Purchase Agreement and the other Purchase
Documents to which such Purchaser is a party have been duly authorized by all
requisite corporate, partnership or other action on the part of such
Purchaser.  This Purchase Agreement and
the other Purchase Documents to which such Purchaser is a party have been duly executed
and delivered by such Purchaser or on behalf of such Purchaser by a duly
authorized representative of such Purchaser and constitute the valid and
legally binding obligations of such Purchaser enforceable against such
Purchaser in accordance with their respective terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization and other laws
affecting creditors’ rights generally and by general equitable principles.


 


4.02        Investment Purpose; Restrictions.  Each
Purchaser is purchasing the Notes for its own account, for investment and not
with a view to the distribution thereof, nor with any present intention of
distributing the same; and it is the intention of such Purchaser, if the Note
is converted into equity securities of the Company, similarly to acquire any
securities issued or issuable upon such conversion for such Purchaser’s own
account, for investment and not with a view to the distribution thereof.  Such Purchaser understands and acknowledges
that the issuance of the Notes and the securities issued or issuable upon
conversion or exercise thereof have not been registered under the Securities
Act, or applicable state securities laws and that such securities therefore
cannot be resold unless they are subsequently registered under the Securities
Act and applicable state securities laws or unless an exemption from such
registration is available.  Each
Purchaser further represents that it understands and agrees that all
certificates evidencing any of the Notes, whether upon initial issuance or upon
any permitted transfer thereof, shall bear a legend, prominently stamped or
printed thereon, reading substantially as follows:


 


THE SHARES OF CAPITAL
STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY
PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION
WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE
ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE
SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY”
LAWS.


 


4.03        Information.  Each Purchaser has been furnished with or has
had access to all information it has requested from the Company and has had an
opportunity to review the books and records of the Company and to discuss with
management of the Company its business and financial affairs and has generally
such knowledge and experience in business and financial matters and with
respect to investments in securities of privately held development-stage
companies so as to enable it to understand and evaluate the risks of such investment
and form an investment decision with respect thereto; provided, however,
that the foregoing shall in no way 


 


5

















 


affect, diminish, or derogate from the representations
and warranties made by the Company hereunder or the right of such Purchaser to
rely thereon.


 


4.04        Accredited Investor.  Each
Purchaser is an “accredited investor”  within the
meaning set forth in Rule 501 under the Securities Act, is capable of
evaluating the merits and risks of the transactions contemplated hereunder and
is able to bear the economic risks of its investment in the Notes.


 


4.05        Qualified Institutional Buyer/Large Institutional Accredited Investor. 
Each Purchaser is either a “qualified institutional buyer” as defined in
Rule 144A(a)(1) under the Securities Act or is an institution with a
net worth or assets under management in excess of $100 million; and such
Purchaser was neither solicited in connection with the Company’s initial public
offering of its Common Stock being registered in the Registration Statement
(the “Initial Public Offering”) nor became interested in investing in the
Company on account of the Initial Public Offering.


 


ARTICLE V CONDITIONS


 


5.01        Conditions to Purchasers’ Obligations
at the Closing.  Purchasers’ obligations under Article II
of this Purchase Agreement are subject to the satisfaction, at or prior to each
respective Closing Date, of the following conditions:


 


(a)           Representations and Warranties True; Performance of
Obligations.  The representations and warranties made by
the Company in Article III hereof shall be true and correct in all
material respects as of the First Closing;


 


(b)           Legal Investment.  On each
Closing Date, the sale and issuance of the Notes shall be legally permitted by
all laws and regulations to which Purchasers and the Company are subject;


 


(c)           Consents, Permits, and Waivers. 
The Company shall have obtained any and all consents, permits and
waivers necessary or appropriate for consummation of the transactions
contemplated by this Purchase Agreement (except for such as may be properly
obtained subsequent to the First Closing); and


 


(d)           Delivery of the Note.  The Company
shall have delivered the appropriate Notes to each Purchaser.


 


5.02        Conditions to Obligations of the Company.  The Company’s obligation to issue and sell the
Notes is subject to the satisfaction, at or prior to each Closing Date, of the
following conditions:


 


(a)           Representations and Warranties True. 
The representations and warranties in Article IV made by the Purchasers
shall be true and correct as of each Closing Date;


 


(b)           Legal Investment. 
On each Closing Date, the sale and issuance of the Notes shall be
legally permitted by all laws and regulations to which Purchasers and the
Company are 


 


6

















 


subject;


 


(c)           Consents, Permits, and Waivers. 
The Company shall have obtained any and all consents, permits and
waivers necessary or appropriate for consummation of the transactions
contemplated by this Purchase Agreement (except for such as may be properly
obtained subsequent to the First Closing); and


 


(d)           Purchase Price Delivery.  The Company shall have received from each Purchaser in
immediately available funds the principal amount of such Purchaser’s Note.


 


ARTICLE VI AFFIRMATIVE
COVENANTS OF THE COMPANY


 


For so
long any Notes are outstanding, the Company agrees to the following:


 


6.01        Payment
of Notes.  The
Company will punctually pay or cause to be paid the principal of and interest
on the Notes at the times and places and in the manner specified in the Notes.


 


6.02        Reservation
of Shares of Capital Stock.  The Company agrees to take any and all corporate action, prior to the
issuance of any shares of capital stock upon conversion of the Notes, as is
necessary or desirable to authorize, reserve and issue the New Stock, Series A
Preferred Stock or Common Stock and any shares of the Company’s Capital Stock
issuable upon conversion of such New Stock promptly upon a determination of the
terms of such securities, or any shares of the Company’s Capital Stock into
which the Notes may be converted.


 


6.03        Further
Assurances.  The
Company shall execute any and all further documents, and take all further
action which any Purchaser may reasonably request in order to effectuate the
transactions contemplated by the Purchase Documents.


 


ARTICLE VII -
Intentionally Omitted


 


7.01        [Intentionally Omitted.]


 


ARTICLE VIII EVENTS
OF DEFAULT


 


8.01        Events of Default. 
If any of the following events (each, an “Event of Default”) shall occur
and be continuing:


 


(a)           default in the payment when due of any principal or interest under the
Note, and such nonpayment shall continue uncured for a period of five business
days after written notice by the Purchaser thereof;


 


(b)           any material breach in the performance or observance
of any of the representations or warranties by the Company contained in this
Purchase Agreement and the breach continues for a period of thirty (30) days
after written notice of such failure, requiring the Company to remedy the same,
shall have been given to the Company by at least the Purchasers holding Notes
with at least 75% of the aggregate principal amounts then outstanding under all
of the Notes;


 


7

















 


(c)           the institution against the Company or any endorser or
guarantor of the Note of any proceedings under the United States Bankruptcy
Code or any other federal or state bankruptcy, reorganization, receivership,
insolvency or other similar law affecting the rights of creditors generally, which
proceeding is not dismissed within thirty (30) days of filing; or the
institution by the Company or any endorser or guarantor of the Note of any
proceedings under the United States Bankruptcy Code or any other federal or
state bankruptcy, reorganization, receivership, insolvency or other similar law
affecting the rights of creditors generally or the making by the Company or any
endorser or guarantor of the Note of a composition or an assignment or trust
mortgage for the benefit of creditors; or


 


(d)           the Company’s cessation wholly to carry on its
business (other than as a result of the merger or consolidation of the Company
with another entity), without the prior written consent of the Purchasers
holding Notes with at least 75% of the aggregate principal amounts then
outstanding under all of the Notes (such consent not to be unreasonably
withheld);


 


then, and in any such event, each Purchaser may, by
notice to the Company, declare the entire unpaid principal amount of such
Purchaser’s Note, all interest accrued and unpaid thereon and all other amounts
payable under such Note to be forthwith due and payable, whereupon such Note,
all such accrued interest and all such amounts shall become and be forthwith
due and payable.


 


ARTICLE IX MISCELLANEOUS


 


9.01        Amendments
and Waivers.  This
Purchase Agreement and the Notes may be amended, and any term or provision of
this Purchase Agreement and the Notes may be waived (either generally or in a
particular instance and either retroactively or prospectively) upon the written
consent of the Company and the Purchasers holding Notes with at least 75% of
the aggregate principal amounts then outstanding under all of the Notes;
provided, however, that the specific terms and provisions of a Note may not be
amended or waived in a manner different from any other Note without the written
consent of the holder of such Note and the Company.  Any amendment of this Purchase Agreement or
the Notes, or waiver of any term or provision of this Purchase Agreement or the
Notes effected in accordance with this Purchase Agreement, shall be binding
upon each Purchaser under this Purchase Agreement.


 


9.02        No Shareholder Rights.  Nothing
contained in this Purchase Agreement or the Notes shall be construed as
conferring upon any Purchaser the right to vote or to consent or to receive
notice as a shareholder in respect of meetings of shareholders for the election
of directors of the Company or any other matters or any rights whatsoever as a
shareholder of the Company and (ii) no dividends shall be payable or
accrued in respect of the Notes or the Shares obtainable thereunder, in both
cases of (i) and (ii) until, and only to the extent that, the Notes
shall have been duly converted into and/or exercised for Shares.


 


9.03        Successors and Assigns.  This Purchase
Agreement may not be assigned, conveyed or transferred without the prior
written consent of the Company; provided, however, a Purchaser that is
partnership, corporation, trust, joint venture, unincorporated organization or
other entity may transfer this Purchase Agreement to an Affiliate without the
prior written consent of the Company. 
Subject to the foregoing, the rights and obligations of the Company 


 


8

















 


and each Purchaser under this Purchase Agreement shall
be binding upon and benefit their respective permitted successors, assigns,
heirs, administrators and transferees. 
The terms and provisions of this Purchase Agreement are for the sole
benefit of the parties hereto and their respective permitted successors and
assigns, and are not intended to confer any third-party benefit on any other
person.


 


9.04        Notices.  All notices, requests and demands
to or upon the respective parties hereto to be effective shall be in writing,
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given or made when delivered by hand, or, in the case of telecopy notice,
when received, or, in the case of a nationally recognized courier service, one
business day after delivery to such courier service, addressed as follows in
the case of the Company and the Purchasers or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of
the Notes:


 


	
  Company:

  	
   

  	
  BG Medicine, Inc.

  610 N Lincoln Street,

  Waltham, Massachusetts 02451

  Attn: President

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Mintz, Levin, Cohn, Ferris, Glovsky and 

  Popeo, PC

  One Financial Center

  Boston, Massachusetts 02111

  Attn: William T. Whelan, Esq.

  
	
   

  	
   

  	
   

  
	
  Purchasers:

  	
   

  	
  To the addresses set forth on Schedule A

  



 


9.05        Waiver;
Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of any
Purchaser, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


 


9.06        Payment of Fees, Expenses.  Each of
the parties hereto shall bear its own costs and expenses in connection with the
transactions contemplated hereunder, except the Company shall pay at the First
Closing the reasonable fees and expenses of outside
legal counsel, up to an aggregate of $10,000,
incurred by the Purchasers in connection with the transactions contemplated
hereunder.


 


9.07        Counterparts.  This
Purchase Agreement may be executed by one or more of the parties to this
Purchase Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.


 


9

















 


9.08        Severability.  Any provision of this Purchase Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


9.09        Integration.  This
Purchase Agreement and the other Purchase Documents represent the agreement of
the Company and the Purchasers with respect to the subject matter hereof, and
there are no promises, undertakings, representations or warranties by the
Purchasers relative to the subject matter hereof not expressly set forth or
referred to herein or in the other Purchase Documents.


 


9.10        Governing
Law.  This Purchase Agreement shall be construed
and enforced in accordance with and governed by the State of Delaware, without
giving effect to the conflicts of law principles thereof.


 


9.11        Jurisdiction
and Service of Process.  Any legal action or
proceeding with respect to this Purchase Agreement shall be brought in the
courts of the State of Delaware or of the United States of America for the
District of Delaware.  By execution and
delivery of this Purchase Agreement, each of the parties hereto accepts for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. 
Each of the parties hereto irrevocably consents to the service of
process of any of the aforementioned courts in any such action or proceeding by
the mailing of copies thereof by certified mail, postage prepaid, to the party
at its address set forth in Section 9.04 hereof.


 


9.12        Right of First Refusal.  Each Purchaser
who has a right of first offer, preemptive or other similar right to purchase
securities in connection with the offering of securities pursuant to this
Purchase Agreement, whether arising under any agreement with the Company or any
other legal principle, hereby agrees that the purchase of securities by such
Purchaser hereunder is in full satisfaction of any and all such rights.  The terms of any such agreement governing any
such right of first offer, preemptive or other similar rights are hereby
expressly waived by such Purchaser.


 


[Remainder
of Page Intentionally Left Blank]


 


10

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Purchase Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above written.


 


	
    

  	
  BG Medicine, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pieter Muntendam

  	
   

  
	
   

  	
   

  	
  Pieter Muntendam, M.D., President

  



 


 


[ADDITIONAL
COUNTERPART SIGNATURE PAGES BEGIN ON NEXT PAGE]


 


11

















 


COUNTERPART SIGNATURE
PAGE


TO
SECURITIES PURCHASE AGREEMENT


 


By execution of this
Signature Page, the undersigned Purchaser does hereby become a party to and
agrees to be bound by the provisions of the Securities Purchase Agreement, to
which this Signature Page is appended, as a “Purchaser” party, a
counterpart of which has been furnished to the undersigned, and the undersigned
hereby authorizes the Company to append this Signature Page to a
counterpart of the Securities Purchase Agreement as evidence thereof.  This Counterpart Signature Page shall
take effect and shall become part of the Securities Purchase Agreement
immediately upon execution.


 


 


	
   

  	
  FLAGSHIP VENTURES:

  
	
   

  	
  APPLIED GENOMIC TECHNOLOGY CAPITAL

  
	
   

  	
  FUND,
  L.P.;

  
	
   

  	
  AGTC ADVISORS FUND, L.P.;

  
	
   

  	
  Each by its General Partner

  
	
   

  	
  AGTC Partners, L.P.

  
	
   

  	
  By its General Partner

  
	
   

  	
  NewcoGen Group Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Noubar Afeyan

  	
   

  
	
   

  	
  Name:

  	
  Noubar Afeyan

  
	
   

  	
  Title:

  	
  President

  
					



 

















 


COUNTERPART SIGNATURE
PAGE


TO
SECURITIES PURCHASE AGREEMENT


 


By execution of this
Signature Page, the undersigned Purchaser does hereby become a party to and
agrees to be bound by the provisions of the Securities Purchase Agreement, to
which this Signature Page is appended, as a “Purchaser” party, a
counterpart of which has been furnished to the undersigned, and the undersigned
hereby authorizes the Company to append this Signature Page to a
counterpart of the Securities Purchase Agreement as evidence thereof.  This Counterpart Signature Page shall
take effect and shall become part of the Securities Purchase Agreement
immediately upon execution.


 


 


	
   

  	
  GILDE EUROPE FOOD & AGRIBUSINESS

  
	
   

  	
  FUND B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pieter van der Meer

  	
   

  
	
   

  	
  Name:

  	
  P.H. van der Meer

  
	
   

  	
  Title:

  	
  Partner

  
					



 

















 


SCHEDULE
A


 


List of Purchasers


 


	
  Purchasers

  	
   

  	
  Issuance 

  Date of Note

  	
   

  	
  Principal

  Amount of Note

  	
   

  
	
  Applied Genomic
  Technology Capital Fund, L.P.

  c/o Flagship Ventures 

  1 Memorial Drive 

  7th Floor 

  Cambridge,
  MA 02140

  Attn:
  Noubar Afeyan

  	
   

  	
  December
  27, 2007

  	
   

  	
  $

  	
  1,320,200

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AGTC Advisors Fund,
  L.P.

  c/o Flagship Ventures 

  1 Memorial Drive 

  7th Floor

  Cambridge,
  MA 02140

  Attn:
  Noubar Afeyan

  	
   

  	
  December
  27, 2007

  	
   

  	
  $

  	
  79,800

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GILDE EUROPE
  FOOD & AGRIBUSINESS FUND B.V. 

  Newtonlaan 91

  3584 BP, Utrecht

  The Netherlands

  Attn: P.H. van der Meer

  	
   

  	
  January     ,
  2008

  	
   

  	
  $

  	
  600,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
   

  	
  $

  	
  2,000,000

  	
   

  
								



 

















 


EXHIBIT A


 


FORM of CONVERTIBLE
PROMISSORY NOTE