EX-10.9



 Exhibit 10.9 
 REGADO BIOSCIENCES, INC. 
 2013 EMPLOYEE STOCK PURCHASE PLAN

 1. Purpose. The purpose of the Regado Biosciences, Inc. 2013 Employee Stock Purchase Plan (the “Plan”)
is to promote the interest of Regado Biosciences, Inc., a Delaware corporation (the “Company”) and its stockholders by providing employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. By encouraging stock ownership, the Company seeks to attract, retain and motivate employees and to encourage them to devote their best efforts to the business and financial success of the Company. It
is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan, accordingly, shall be construed in a manner consistent with the requirements of
that section of the Code. 
 2. Definitions. For purposes of the Plan, the following capitalized terms shall have the
following meanings: 
 2.1 “Account” means an account referred to in Section 6.2 of the Plan. 

2.1 “Board of Directors” or “Board” means the Board of Directors of the Company. 

2.2 “Code” means the Internal Revenue Code of 1986, as amended. 

2.3 “Committee” means a committee of one or more members to be selected by the Board. If the Board does not designate a
Committee, the Board shall be considered the Committee and may take any action under the Plan that would otherwise be the responsibility of the Committee. 
 2.4 “Common Stock” means the common stock, $0.001 par value, of the Company. 
 2.5 “Company” means Regado Biosciences, Inc. 
 2.6
“Compensation” means, for any pay period, the gross cash compensation payable to an Employee for such period, including base salary, commissions, bonuses and incentive payments, but excluding severance and non-cash compensation. Any
pre-tax contributions made to a Company 401(k) plan or “cafeteria plan” pursuant to Section 125 of the Code shall be treated as Compensation for purposes of the Plan. 

2.7 “Designated Subsidiary” means any Subsidiary that has been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan. 
 2.8 “Employee” means any individual who is an employee of the Employer;
provided, however, Employees who have been employed less than ninety days by the Employer, Employees whose customary employment with the Employer is twenty (20) hours or less per week, and Employees whose customary employment with the Employer
is for not more than five (5) months in any calendar year shall not be deemed Employees for the purposes of this Plan. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick
leave or other leave of absence approved by the Employer. Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to
have terminated on the 91st day of such leave. 







 2.9 “Employer” means the Company and any Designated Subsidiary. 

2.9 “Enrollment Date” means the first Trading Day of each Offering Period. 

2.10 “Exercise Date” means the last Trading Day of each Offering Period. 

2.11 “Fair Market Value” of a share of Common Stock shall be, as applied to a specific date (the “Valuation Date”)
(i) the closing price of a share of Common Stock on the most recent date preceding the Valuation Date on which trades of the Common Stock were recorded on the principal established stock exchange or national market system on which the
Common Stock is then traded, or (ii) if the shares of Common Stock are not then traded on an established stock exchange or national market system but are then traded in an over-the-counter market, the average of the closing bid and asked prices
for the shares of Common Stock in such over-the-counter market on the most recent date preceding such Valuation Date on which such closing bid and asked prices are available on such over-the-counter market or (iii) if the shares of Common Stock
are not then listed on a national securities exchange or national market system or traded in an over-the-counter market, the price of a share of Common Stock as determined by the Committee in its discretion in a manner consistent with
Section 409A of the Code and Treasury Regulation 1.409A-1(b)(5)(iv), as well as any successor regulation or interpretation. 
 2.12 “Highly Compensated Employee” has the same meaning as the term is used in Section 414(q) of the Code. 
 2.13 “Offering Periods” means the period of approximately six (6) months during which an Option shall be granted and may be exercised pursuant to the Plan, commencing on the first Trading
Day designated by the Board and terminating on the last Trading Day before the commencement of the next Offering Period. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan. 

2.15 “Option” means an Option to purchase shares of Common Stock under the Plan, as set forth in Section 7 of the Plan.

 2.16 “Participant” means an eligible employee who becomes a participant of the Plan in accordance with
Section 5.1 of the Plan. 
 2.14 “Plan” means this Regado Biosciences, Inc. 2013 Employee Stock Purchase Plan.

 2.15 “Purchase Price” for each Offering Period means 85% of the Fair Market Value of a share of Common Stock on the
Enrollment Date of such Offering Period or on the Exercise Date of such Offering Period, whichever is lower; provided, however, that the Purchase Price may be adjusted by the Board pursuant to Section 20. 

2.16 “Reserves” means the number of shares of Common Stock covered by each Option under the Plan that have not yet been
exercised and the number of shares of Common Stock that have been authorized for issuance under the Plan but not yet placed under Option. 







 2.17 “Subsidiary” has the meaning set forth for “subsidiary corporation”
in Section 424(f) of the Code, whereby a Subsidiary means any corporation (other than the employer corporation) in an unbroken chain of corporations beginning with the employer corporation if, at the time of the granting of the Option, each of
the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

2.18 “Trading Day” means a day on which the NASDAQ Global Market is open for trading. 

3. Eligibility. 
 3.1 Any Employee who shall be employed by the Company on a given Enrollment Date shall be eligible to participate in the Plan. 
 3.2 Notwithstanding any provision of the Plan to the contrary, no Employee shall be granted an Option under the Plan: (i) to the extent that, immediately after the grant, such Employee (or any other
person whose stock would be attributed to such Employee pursuant to section 424(d) of the Code) would own stock of the Company and/or hold outstanding Options to purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the stock of the Company or of any Subsidiary; (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and its Subsidiaries accrues at a rate
which exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such stock (determined at the time such Option is granted) for each calendar year in which such Option is outstanding at any time; or (iii) if he or she has received a
hardship withdrawal from the Company’s 401(k) plan within the preceding six (6) months. 
 4. Offering Periods.
The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing and ending as set forth in Section 2.13, or on such other date as the Board shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced at
least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter. 
 5.
Participation. 
 5.1 An eligible Employee may become a Participant in the Plan by completing a Subscription Agreement
authorizing payroll deductions in the form of Exhibit A to this Plan and filing it with the Company’s payroll office prior to the applicable Enrollment Date. 
 5.2 Payroll deductions for a Participant shall commence on the first payroll date following the Enrollment Date (provided that the Company has received the Participant’s Subscription Agreement) and
shall end on the last payroll in the Offering Period to which such Subscription Agreement is applicable, unless sooner terminated by the Participant as provided in Section 10 hereof. 

6. Payroll Deductions. 
 6.1 At the time a Participant files his or her Subscription Agreement, he or she shall elect to have payroll deductions made on each payday during the Offering Period in an amount equal to any whole
percentage permitted by the Committee of the Compensation that he or she receives on each payday during the Offering Period. 







 6.2 All payroll deductions made for a Participant shall be credited to his or her Account
under the Plan. A Participant may not make any additional payments into such Account. Accounts shall be mere bookkeeping entries on the Company’s books and records. Amounts credited to Accounts shall not be trust funds and may be commingled
with the Company’s general assets and applied to general corporate purposes. No interest or other earnings shall be paid or credited with respect to payroll deductions or any amounts accumulated in or credited to a Participant’s Account.

 6.3 A Participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase
or decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with the Company a new Subscription Agreement authorizing a change in payroll deduction rate. The Committee may, in its discretion, limit the
number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company’s receipt of the new Subscription Agreement. A
Participant’s Subscription Agreement shall remain in effect for successive Offering Periods unless a new Subscription Agreement is filed by the Participant prior to the commencement of such Offering Period or the then existing Subscription
Agreement is terminated as provided in Section 10 hereof. 
 6.4 Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3.2 hereof, a Participant’s payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period. Payroll deductions shall recommence at the rate provided
in such Participant’s Subscription Agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 10 hereof. 

6.5 At the time the Option is exercised, in whole or in part, or at the time some or all of the Company’s Common Stock issued under
the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the Option or the disposition of the Common Stock. At any
time, the Company may, but shall not be obligated to, withhold from the Participant’s Compensation or other remuneration payable to the Participant the amount necessary for the Company to meet applicable withholding obligations, including any
withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee. 
 7. Grant of Option. On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an Option to purchase on the Exercise Date during
such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company’s Common Stock determined by dividing such Participant’s Account as of the Exercise Date by the applicable Purchase Price; provided that such
purchase shall be subject to the limitations set forth in Sections 3.2 and 13 hereof. No fractional shares shall be purchased; any payroll deductions accumulated in a Participant’s Account which are not sufficient to purchase a full share shall
be retained in the Participant’s Account for the subsequent Offering Period, subject to earlier withdrawal by the Participant as provided in Section 10 hereof. Exercise of the Option shall occur as provided in Section 8 hereof, unless
the Participant has withdrawn pursuant to Section 10 hereof. The Option shall expire on the last day of the Offering Period. 







 8. Exercise of Option. 

8.1 Unless a Participant withdraws from the Plan as provided in Section 10 hereof, his or her Option with respect to an Offering
Period shall be exercised automatically on the Exercise Date of such Offering Period, and the maximum number of full shares subject to Option shall be purchased for such Participant at the applicable Purchase Price with the accumulated payroll
deductions credited to his or her Account. No fractional shares shall be purchased; any payroll deductions accumulated in a Participant’s Account which are not sufficient to purchase a full share shall be retained in the Participant’s
Account for the subsequent Offering Period, subject to earlier withdrawal by the Participant as provided in Section 10 hereof. Any other monies left over in a Participant’s Account after the Exercise Date shall be returned to the
Participant. During a Participant’s lifetime, a Participant’s Option to purchase shares hereunder is exercisable only by him or her. 
 8.2 If the Board or the Committee determines that, on a given Exercise Date, the number of shares with respect to which Options are to be exercised may exceed: (i) the number of shares of Common
Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period; or (ii) the number of shares available for sale under the Plan on such Exercise Date, the Board may in its sole discretion:
(x) provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine
in its sole discretion to be equitable among all Participants, and continue all Offering Periods then in effect; or (y) provide that the Company shall make a pro rata allocation of the shares available for purchase on such Enrollment Date or
Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants, and terminate any or all Offering Periods then in effect pursuant to
Section 20 hereof. The Company may make a pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for
issuance under the Plan by the Company’s shareholders subsequent to such Enrollment Date. 
 9. Delivery. Subject to
Section 29 hereof, as promptly as practicable after each Exercise Date on which a purchase of shares occurs, the Company shall arrange the delivery to each Participant, as appropriate, of a certificate representing the shares purchased upon
exercise of his or her Option. Notwithstanding the foregoing, the Company may hold stock certificates on behalf of a Participant until such time as a Participant requests delivery of such certificates. 

10. Withdrawal. 
 10.1 A Participant may withdraw all but not less than all the payroll deductions credited to his or her Account and not yet used to exercise his or her Option under the Plan at any time by giving written
notice to the Company in the form of Exhibit B to this Plan or in such other manner prescribed by the Committee. All of the Participant’s payroll deductions credited to his or her Account shall be paid to such Participant promptly after receipt
of notice of withdrawal and such Participant’s Option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period by such Participant. If a
Participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the Participant delivers to the Company a new Subscription Agreement. 

10.2 A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any
similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the Participant withdraws. 







 11. Termination of Employment. Upon a Participant’s ceasing to be an Employee,
for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such Participant’s Account during the Offering Period but not yet used to exercise the Option shall be returned to such
Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, and such Participant’s Option shall be automatically terminated. 

12. Interest. No interest or other earnings shall accrue on the payroll deductions of a Participant in the Plan. 

13. Stock. 
 13.1 Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of the Company’s Common Stock which shall be made
available for sale under the Plan shall be equal to 1% of outstanding shares of Common Stock as of the date of the adoption of the Plan by the Board. 
 13.2 A Participant shall have no ownership interest or voting right in shares covered by his or her Option until such Option has been exercised and the shares purchased as a result thereof have been
delivered. 
 13.3 Shares to be delivered to a Participant under the Plan shall be registered in the name of the Participant or
in the name of the Participant and his or her spouse jointly with the right or survivorship. 
 14. Administration. The
Board or the Committee, as determined in the sole discretion of the Board, shall administer the Plan. The Board or the Committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to
determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Board or the Committee shall, to the full extent permitted by law, be final and binding upon all parties.

 15. Designation of Beneficiary. 
 15.1 A Participant, in his or her Subscription Agreement, may designate a beneficiary who is to receive any shares and cash, if any, from the Participant’s Account under the Plan in the event of such
Participant’s death subsequent to an Exercise Date on which the Option is exercised but prior to delivery to such Participant of such shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive
any cash from the Participant’s Account under the Plan in the event of such Participant’s death prior to exercise of the Option. If a Participant is married and the designated beneficiary is not the spouse, spousal consent shall be
required for such designation to be effective. 
 15.2 Such designation of beneficiary may be changed by the Participant at any
time by written notice. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such shares and/or cash to
the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any
one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 







 16. Transferability. Neither payroll deductions credited to a Participant’s
Account nor any rights with regard to the exercise of an Option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in
Section 15 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 10 hereof. 
 17. Use of Funds. All payroll deductions received or held by the Company under
the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. 
 18. Reports. Individual accounts shall be maintained for each Participant in the Plan. Statements of account shall be given to Participants at least annually, which statements shall set forth the
amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any. 
 19.
Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale. 
 19.1 Changes in
Capitalization. Subject to any required action by the shareholders of the Company, the Reserves, the maximum number of shares each Participant may purchase each Purchase Period (pursuant to Section 7), as well as the price per share and the
number of shares of Common Stock covered by each Option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration”. Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock subject to an Option. 
 19.2 Dissolution or
Liquidation. Unless provided otherwise by the Board, in the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall terminate immediately prior to the consummation of such proposed dissolution
or liquidation and a cash amount shall be paid to each Participant that is equal to the amount of his or her Account. 
 19.3
Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding Option shall be assumed or an equivalent Option
substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Board may terminate any Offering Period then in progress
by setting a new Exercise Date (the “New Exercise Date”). The New Exercise Date shall be before the date of the Company’s proposed sale or merger. The Board shall notify each Participant in writing, at least ten (10) business
days prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that the Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior to
such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof. 







 20. Amendment or Termination. 

20.1 The Board may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19 hereof, no such
termination can affect Options previously granted, provided that an Offering Period may be terminated by the Board on any Exercise Date if the Board determines that the termination of the Offering Period or the Plan is in the best interests of the
Company and its shareholders. Except as provided in Section 19 and this Section 20 hereof, no amendment may make any change in any Option theretofore granted which adversely affects the rights of any Participant. To the extent necessary to
comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner and to such a degree as required.

 20.2 Without shareholder consent and without regard to whether any Participant rights may be considered to have been
“adversely affected,” the Board (or the Committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the
Participant’s Compensation, and establish such other limitations or procedures as the Board (or its Committee) determines in its sole discretion advisable which are consistent with the Plan. 

20.3 In the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: 

20.3.1 Altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase
Price; 
 20.3.2 Shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering
Period underway at the time of the Board action; and 
 20.3.3 Allocating shares. 

Such modifications or amendments shall not require stockholder approval or the consent of any Plan Participants. 

21. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an Option unless the exercise of such Option
and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.








 As a condition to the exercise of an Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation
is required by any of the aforementioned applicable provisions of law. 
 22. Term of Plan. The Plan shall become
effective upon its adoption by the Board, subject to approval by the shareholders of the Company. 
 23. No Employment
Rights. The Plan does not, directly or indirectly, create any right for the benefit of any employee or class of employees to purchase any shares of Common Stock under the Plan, or create in any employee or class of employees any right with
respect to continuation of employment by the Company, and it shall not be deemed to interfere in any way with the Company’s right to terminate, or otherwise modify, an employee’s employment at any time. 

24. No Effect Upon Benefits. Neither the grant nor the exercise of any Option hereunder will affect the benefits
under any benefit plan of the Employer, and no amount or benefit granted or received hereunder shall be considered compensation for any purposes of any other benefit plan or program of the Employer. 

25. Trading Policy Restrictions. Option exercises under the Plan shall be subject to the terms and conditions of any
insider trading policy established by the Company. 
 26. Notices. All notices or other communications by a Participant
to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 

27. Equal Rights and Privileges. All eligible employees shall have equal rights and privileges with respect to the
Plan so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and the related regulations. Any provision of the Plan which is inconsistent with
Section 423 or any successor provision of the Code shall, without further act or amendment by the Company or the Committee, be reformed to comply with the requirements of Section 423. This Section 27 shall take precedence over all
other provisions in the Plan. 
 28. Governing Law. Without regard to conflict of law principles, the laws
of the State of Delaware will govern all matters relating to this Plan except to the extent it is superseded by the laws of the United States. 
 29. Stock Certificates; Book Entry Form. Notwithstanding any provision of the Plan to the contrary, unless otherwise determined by the Committee or required by any applicable law, rule or
regulation, any obligation set forth in the Plan pertaining to the delivery or issuance of stock certificates evidencing shares of Common Stock may be satisfied by having issuance and/or ownership of such shares recorded on the books and records of
the Company (or, as applicable, its transfer agent or stock plan administrator). 







 Exhibit A 

REGADO BIOSCIENCES, INC. 
 2013 EMPLOYEE STOCK PURCHASE PLAN 
 SUBSCRIPTION AGREEMENT

 Original Application Enrollment Date:
                     

                     Change in Payroll
Deduction Rate 

                     Change of
Beneficiary(ies) 
  

	1.	I hereby elect to participate in the Regado Biosciences, Inc. 2013 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and subscribe to purchase
shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan. 

  

	2.	I hereby authorize payroll deductions from each paycheck in the amount of             % of my covered cash
Compensation on each payday (FROM 1 TO [•] %) during the Offering Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.) 


 

	3.	I understand that these payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance
with the Employee Stock Purchase Plan and that all of my payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll
deductions. I understand that no interest or other earnings will accrue on my payroll deductions. 

  

	4.	I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my Option.


  

	5.	I have received and read the Prospectus for the Plan and am subscribing for the purchase shares of the Company’s Common Stock after having considered the risks
associated with an investment in such Common Stock. I have received a copy of the complete Employee Stock Purchase Plan. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of the Plan.


  

	6.	I understand that my ability to exercise the Option under this Subscription Agreement is subject to shareholder approval of the Employee Stock Purchase Plan.


  

	7.	Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or Employee and Spouse
only):                    . 

  

	8.	 I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the
Offering Period during which I purchased such shares) or one year after the Exercise Date, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the
amount I received in such disposition over the price which I paid for the shares. I hereby agree to notify the Company in writing within 










	 	
30 days after the date of any disposition of my shares and I will make adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the
Common Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2-year and 1-year holding periods, I understand that I will be treated for federal income tax purposes as
having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of: (l) the excess of the fair market value of the shares at the time of such
disposition over the purchase price which I paid for the shares; or (2) the excess of the fair market value of the shares at the time the Enrollment Date (the first day of the Offering Period during which I purchased such shares) over the
purchase price which I paid for the shares. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain. 

  

	9.	I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to
participate in the Employee Stock Purchase Plan. 

  

	10.	In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan:


  

			
	NAME: (Please print)
	
	 
	(First) (Middle) (Last)
		
	Relationship	 	  
		
	Address:	 	  
		
	 	 	  

 Employee’s Social Security
Number:                                        
     
  

	
	Employee’s Address:
	
	  
	
	  
	
	  

 I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS
TERMINATED BY ME. 








					
	Dated:                     	 		  	
			
	 	 		  	
		 		  	Signature of Employee
			
	Dated:                     	 		  	
			
	 	 		  	
		 		  	 Spouse’s Signature
 (If
beneficiary is other than spouse)









 Exhibit B 

REGADO BIOSCIENCES, INC. 
 2013 EMPLOYEE STOCK PURCHASE PLAN 
 NOTICE OF WITHDRAWAL 

The undersigned Participant in the Offering Period of the Regado Biosciences, Inc. 2013 Employee Stock Purchase Plan which began on
                    , 201     (the “Enrollment Date”) hereby notifies the Company that he or she hereby withdraws from
the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The undersigned understands and agrees
that his or her Option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and the undersigned shall
be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement. 
  

					
	Name and Address of Participant:	 		  	 
			
		 		  	 
			
		 		  	 
			
		 		  	 

  

					
	 	 	Dated:                          
                                         
 

 Signature