![]() ![]() ![]() (the Certificate of Conversion) providing for the Conversion. Pursuant to Section 265 of the DGCL, the Company shall cause to be filed with the Delaware Secretary of State a certificate of conversion in substantially the form attached hereto as Exhibit A Shares and (iii) the Super Majority Class C Investors (together, the Requisite Members). (66 2 / 3 %) of the total outstanding Preferred Members holding (i) greater than fifty percent (50%) of all outstanding Common Shares and Preferred Shares, voting together as a single Class on an as-converted-into-Common-Shares basis, (ii) at least sixty-six and two-thirds percent In accordance with law and the LLC Agreement, the Conversion and the Plan have been approved by at least a majority of the members of the Board of Representatives and the written consent or approval of ![]() ![]() Liability company into a Delaware corporation. Section 265 of the Delaware General Corporation Law (the DGCL) and Section 18-216 of the Delaware Limited Liability Company Act allow for the conversion of a Delaware limited The name of the Delaware corporation resulting from the Conversion is Cempra, Inc. The name of the converting entity is Cempra Holdings, LLC (the Company). May 13, 2009, as amended (the LLC Agreement). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Cempra Holdings, LLC Second Amended and Restated Limited Liability Company Agreement dated Initial public offering of Cempra Common Stock (the Initial Public Offering) pursuant to Cempra Holdings, LLCs registration statement on Form S-1 (the Registration Statement) filed with the Securities andĮxchange Commission (the SEC). The Conversion is intended to facilitate the (the Cempra Common Stock) as set forth in this Plan. The purpose of this Plan is to set forth the terms upon which Cempra Holdings, LLC, formed on May 16, 2008, as a Delaware limited liability company, shall convert into Cempra, Inc., a DelawareĬorporation, and all Shares of Cempra Holdings, LLC shall convert into shares of common stock, par value $0.001, of Cempra, Inc. The Plan of Conversion (the Plan) for the conversion (the Conversion) of Cempra Holdings, LLC, a Delaware limited liability company, into Cempra, Inc., a Delaware corporation. ![]()
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