March 21, 2014 David J. Mazzo, Ph.D. Chief Executive Officer and President Regado Biosciences, Inc. Basking Ridge, NJ 07920 Re: 3(a)(9) Exchange Agreement Dear Dr. Mazzo:3(a)(9) Exchange Agreement • March 21st, 2014 • Regado Biosciences Inc • Pharmaceutical preparations • New York
This document confirms the agreement of Regado Biosciences, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (each a “Common Stock Holder” and collectively, the “Common Stock Holders”), pursuant to which the Common Stock Holders have agreed to exchange an aggregate of 2,000,000 shares (the “Purchased Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company purchased by the Common Stock Holders pursuant to that certain Securities Purchase Agreement, dated as of January 31, 2014, by and among the Company, the Common Stock Holders and the other investors listed therein (the “SPA”), for an aggregate of 10,000 shares (the “Exchange Shares”) of the Company’s newly designated Series F Preferred Stock, par value $0.001 per share (the “Preferred Stock”), pursuant to Section 3(a)(9) of the Securities Act, on terms specified below. Capitalized terms not otherwise defined herein shall have the me
