0001193125-12-433408 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 24th, 2012 • Cempra, Inc. • Pharmaceutical preparations • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 18, 2012, by and among Cempra, Inc., a Delaware corporation, with its principal offices at 6340 Quadrangle Drive, Suite 100, Chapel Hill, North Carolina 27517 (the “Company”), and the investors (individually, a “Buyer” and collectively, the “Buyers”) listed on the Schedule of Buyers attached hereto (the “Schedule of Buyers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 24th, 2012 • Cempra, Inc. • Pharmaceutical preparations • Delaware

Registration Rights Agreement (this “Agreement”) dated as of October 18, 2012, among Cempra, Inc., a Delaware corporation (the “Company”), and the investors listed on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

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