Number of Firm Shares] Shares CEMPRA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2011 • Cempra Holdings, LLC • Pharmaceutical preparations • New York
Cempra, Inc., a Delaware corporation (f/k/a Cempra Holdings, LLC, the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [ ] shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.” As part of the offering contemplated by this Agreement, the Underwriters have agreed to reserve out of the Firm Shares set forth opposite their respective names on Schedule 1 to this Agreement, up to [ ] Firm Shares for sale to certain existing stockholders
ContractWarrant Agreement • December 22nd, 2011 • Cempra Holdings, LLC • Pharmaceutical preparations • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
SECOND GLOBAL AMENDMENT TO UNSECURED CONVERTIBLE PROMISSORY NOTES Issued August 5, 2011Unsecured Convertible Promissory Notes • December 22nd, 2011 • Cempra Holdings, LLC • Pharmaceutical preparations • Delaware
THIS SECOND GLOBAL AMENDMENT TO UNSECURED CONVERTIBLE PROMISSORY NOTES (the “Amendment”) is entered into this 20th day of December 2011, by and among Cempra Holdings LLC, a Delaware limited liability company (the “Company”), and the undersigned holders of Unsecured Convertible Promissory Notes (the “Bridge Notes”) issued pursuant to that certain Unsecured Convertible Promissory Note and Warrant Purchase Agreement dated August 5, 2011 (the “Purchase Agreement”), by and among the Company and the purchasers listed on Schedule A thereto (collectively, the “Note Holders”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 22nd, 2011 • Cempra Holdings, LLC • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of December 20, 2011 and is entered into by and between CEMPRA HOLDINGS, LLC, a Delaware limited liability company (“Parent”), and each of its subsidiaries signatory hereto (hereinafter individually referred to as a “Borrower” and collectively referred to as “Borrowers”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
SECURED TERM LOAN A PROMISSORY NOTESecured Term Loan Promissory Note • December 22nd, 2011 • Cempra Holdings, LLC • Pharmaceutical preparations
This Secured Term Loan A Promissory Note is the Term Loan A Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December 20, 2011, by and between Borrowers and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Secured Term Loan A Promissory Note.
