REGADO BIOSCIENCES, INC. THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
This THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of the 18th day of December, 2012, by and among Regado Biosciences, Inc., a Delaware corporation (the “Company”), and the persons identified as “Series A Investors,” “Series B Investors,” “Series C Investors,” “Series D Investors” and “Series E Investors” on Schedule A attached hereto (collectively, the “Investors”) amending and restating the Second Amended and Restated Registration Rights Agreement, made as of December 18, 2009, by certain of the Investors named in the schedules thereto (the “Second Amended and Restated Registration Rights Agreement”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • March 1st, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
This Convertible Note Purchase Agreement, dated as of May 3, 2012 (the “Agreement”), is entered into by and among Regado Biosciences, Inc., a Delaware corporation (the “Company”), and the purchasers listed on the Schedule of Purchasers attached to this Agreement as Exhibit A (each a “Purchaser”).
Form of NoteSubordination Agreement • March 1st, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
THIS INSTRUMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY LIENS OR OTHER SECURITY INTERESTS SECURING SUCH RIGHTS AND OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”), DATED AS OF MAY 3, 2012, BY AND AMONG THE SUBORDINATED LENDER IDENTIFIED THEREIN AND MIDCAP FINANCIAL SBIC, LP, IN ITS CAPACITY AS AGENT FOR CERTAIN LENDERS (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, “AGENT”), TO CERTAIN INDEBTEDNESS, RIGHTS AND OBLIGATIONS OF REGADO BIOSCIENCES, INC., TO AGENT AND LENDERS (AS DEFINED THEREIN) AND ALL LIENS AND SECURITY INTERESTS OF AGENT SECURING THE SAME ALL AS DESCRIBED IN THE SUBORDINATION AGREEMENT, AND EACH HOLDER AND TRANSFEREE OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
