SUPPORT AGREEMENTSupport Agreement • January 15th, 2015 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of January 14, 2015, is by and between Regado Biosciences, Inc. (“Parent”), Tobira Therapeutics, Inc., a Delaware corporation (“Company”) and the individual set forth on Schedule A hereto (the “Stockholder”).
January 14, 2015Regado Biosciences Inc • January 15th, 2015 • Pharmaceutical preparations
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Regado Biosciences, Inc., a Delaware corporation (“Parent”), Landmark Merger Sub Inc., a Delaware corporation (“Merger Sub”), Tobira Therapeutics, Inc., a Delaware corporation (“Company”), and, solely with respect to Section 5.14, Brent Ahrens, as the “Company Stockholders’ Agent”, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as the surviving corporation (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A attached hereto are collectively referred to herein as the “Investors.” This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement by Parent and the Company. The obligations, covenants, representations and warranties of the Inve
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG REGADO BIOSCIENCES, INC., LANDMARK MERGER SUB INC., TOBIRA THERAPEUTICS, INC. AND WITH RESPECT TO SECTION 5.14, BRENT AHRENS, AS COMPANY STOCKHOLDERS’ AGENT Dated as of January 14, 2015Agreement and Plan of Merger and Reorganization • January 15th, 2015 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of January 14, 2015 (this “Agreement”), by and among REGADO BIOSCIENCES, INC. a Delaware corporation (“Parent”), LANDMARK MERGER SUB INC., a Delaware corporation (“Merger Sub”), TOBIRA THERAPEUTICS, INC., a Delaware corporation (“Company”), and, solely with respect to Section 5.14, Brent Ahrens, as the “Company Stockholders’ Agent”. Parent, Merger Sub and Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
Lock-Up Agreement January 14, 2015Lock-Up Agreement • January 15th, 2015 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware
The undersigned (the “Stockholder”) understands that: (i) Regado Biosciences, Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of January 13, 2015 (the “Merger Agreement”), with Tobira Therapeutics, Inc., a Delaware corporation (the “Company”), Landmark Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Brent Ahrens as the “Stockholders’ Agent” pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; (ii) in connection with the Merger, stockholders of the Company will receive shares of Parent Common Stock (the “Merger Shares”); and (iii) certain stockholders of the Company have, pursuant to the Financing Commitment Letter, agreed to purchase additional shares of Parent Common Stock (the “PIPE Shares”). Capitalized terms used but not otherwise defined in this ag
