Common use of Upfront Payment Clause in Contracts

Upfront Payment. Cempra shall issue Optimer [***] [***] [***] shares of Cempra common stock ([***]% of total number of outstanding shares as determined on a fully-diluted basis as of the Effective Date), within thirty (30) after the Effective Date of this Agreement. The Cempra common stock issued to Optimer pursuant to this Section 6.1 shall not be subject to dilution until after Cempra closes on an Equity Investment (as defined below). Upon closing of an Equity Investment, Cempra shall issue Optimer additional shares of Cempra common stock sufficient to ensure that the total number of shares of Cempra common stock held by Optimer immediately following such Equity Investment equals the percentage of Cempra's total number of outstanding shares (as calculated on a fully-diluted basis immediately following the Equity Investment) noted below: Gross Proceeds to Cempra in Equity Financing Percentage of Cempra Common Stock to be Held by Optimer $[***] to $[***] [***]% $[***] to $[***] [***]% $[***] to $[***] [***]% $[***] to $[***] [***]% $[***] or more [***]%

Upfront Payment. Cempra shall issue Optimer [***] [***] [***] shares of Cempra common stock ([***]% of total number of outstanding shares as determined on a fully-diluted basis as of the Effective Date), within thirty (30) after the Effective Date of this Agreement. The Cempra common stock issued to Optimer pursuant to this Section 6.1 shall not be subject to dilution until after Cempra closes on an Equity Investment (as defined below). Upon closing of an Equity Investment, Cempra shall issue Optimer additional shares of Cempra common stock sufficient to ensure that the total number of shares of Cempra common stock held by Optimer immediately following such Equity Investment equals the percentage of Cempra's ’s total number of outstanding shares (as calculated on a fully-diluted basis immediately following the Equity Investment) noted below: Gross Proceeds to Cempra in Equity Financing Percentage of Cempra Common Stock to be Held by Optimer $[***] to $[***] [***]% $[***] to $[***] [***]% $[***] to $[***] [***]% $[***] to $[***] [***]% $[***] or more [***]%

Upfront Payment. Cempra shall issue Optimer [***] [***] [***] one hundred four thousand one hundred sixty-six (104,166) shares of Cempra common stock ([***]% of total number of outstanding shares as determined on a fully-diluted basis as of the Effective Date), within thirty (30) after the Effective Date of this Agreement. The Cempra common stock issued to Optimer pursuant to this Section 6.1 shall not be subject to dilution until after Cempra closes on an Equity Investment (as defined below). Upon closing of an Equity Investment, Cempra shall issue Optimer additional shares of Cempra common stock sufficient to ensure that the total number of shares of Cempra common stock held by Optimer immediately following such Equity Investment equals the percentage of Cempra's ’s total number of outstanding shares (as calculated on a fully-diluted basis immediately following the Equity Investment) noted below: Gross Proceeds to Cempra in Equity Financing Percentage of Cempra Common Stock to be Held by Optimer $[*] to $[*] [*]% $[*] to $[***] [***]% $[*] to $[*] [*]% $[*] to $[***] [***]% $[***] to $[***] [***]% $[***] to $[***] [***]% $[***] or more [***]%