Amended and Restated Limited Liability Company Agreement



 Exhibit 4.7 
 FIFTH AMENDMENT TO 
 CEMPRA HOLDINGS, LLC 

SECOND AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY AGREEMENT 
 THIS FIFTH AMENDMENT TO THE CEMPRA
HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is made and entered into as of January 12, 2012, by and among the Members, also referred to as Shareholders, as defined in the
Second Amended and Restated Limited Liability Company Agreement dated as of May 13, 2009 (as amended, the “LLC Agreement”) and Cempra Holdings, LLC, a Delaware limited liability company (the “Company”). Unless
otherwise specified, all capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the LLC Agreement. 
 RECITALS 
 WHEREAS, the Board and Shareholders of the Company previously approved
a Plan of Conversion (the “Plan of Conversion”) pursuant to which immediately prior to the completion of an Initial Public Offering the Company will convert to a Delaware corporation pursuant to a statutory conversion (the
“Entity Conversion”) under the terms as set forth in the Plan of Conversion; 
 WHEREAS, the Board has
determined that it is in the best interests of the Company and its Shareholders to effect immediately prior to the effective time of the Entity Conversion a reverse share split whereby each nine and one-half Common Shares and nine and one-half
Preferred Shares shall be converted and reconstituted into one Common Share and One Preferred Share, respectively; 
 WHEREAS,
in order to facilitate the reverse split, the parties hereto desire to amend Section 4.01 of the LLC Agreement, such amendment to be effective immediately prior to the effective time of the Entity Conversion; 

WHEREAS, Section 14.01(b) of the LLC Agreement provides for such amendments to the LLC Agreement upon the
approval of the Company’s Board of Representatives (the “Board”) and the written consent or approval of 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 Share basis, (ii) at least sixty-six and two-thirds percent
(66 2/3%) of the total outstanding Preferred
Shares and (iii) the Majority Class C Investors; and 
 WHEREAS, the undersigned Shareholders meet the requirements
of Section 14.01(b) of the LLC Agreement. 







 NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
 1. Amendment of LLC Agreement. For all purposes, effective January 29, 2012, Section 4.01 of the LLC Agreement shall be amended by adding the following directly after Section 4.01(e) and
before the start of Section 4.02. 
 Effective January 29, 2012, (i) each currently outstanding nine and one-half
Common Shares shall be converted and reconstituted into one (1) Common Share of the Company, (ii) each currently outstanding nine and one-half Class A Preferred Shares shall be converted and reconstituted into one
(1) Class A Preferred Share of the Company, (iii) each currently outstanding nine and one-half Class B Shares shall be converted and reconstituted into one (1) Class B Share of the Company and (iv) each currently outstanding
nine and one-half Class C Shares shall be converted and reconstituted into one (1) Class C Share of the Company (the conversion and reconstitution of the Common and Preferred Shares to be referred to herein as the “Reverse Share
Split”). 
 The number of full Common Shares and Preferred Shares held by a Shareholder as a result of the Reverse Share
Split shall be determined by rounding to the nearest whole share. No fractional shares or scrip representing fractional shares will be issued in connection with such Reverse Stock Split. Schedule 5.01 shall be amended and restated effective
January 29, 2012 to reflect the Reverse Share Split. 
 2. Governing Law. The substantive laws of the State of Delaware
shall govern the validity of this Amendment, the construction of its terms and the interpretation of the rights and duties of the parties, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Unitholders and the Company hereby consent and agree that the courts of the State of Delaware shall have
jurisdiction over any matter related to, or arising out of, this Amendment. 
 3. Further Action. The parties hereto
shall execute and deliver all documents, provide all information and take or refrain from taking such actions as may be necessary or appropriate to achieve the purposes of this Amendment. 

4. Counterparts; Delivery by Facsimile. This Amendment may be executed in any number of counterparts with the same effect as if
all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one (1) Amendment. This Amendment and any signed agreement or instrument entered into in connection with this Amendment or
contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the
same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute


  
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original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact
that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation of a contract and each such party forever waives any such defense. 

5. Severability. Each provision of this Amendment is intended to be severable. If any term or provision hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not effect the validity of the remainder of this Amendment. 
 6. Section Headings. Section and other headings contained in the Amendment are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or
intent of this Amendment or any provisions hereof. 
 [SIGNATURES BEGIN ON THE NEXT PAGE.] 

  
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 IN WITNESS WHEREOF, the parties hereto heave executed this Amendment as of the day and year
first above written. 
  

							
	THE COMPANY:	 		 	CEMPRA HOLDINGS, LLC
				
		 		 	By:	 	 /s/ Prabhavathi Fernandes

		 		 		 	Prabhavathi Fernandes, President
			
	MEMBERS:	 		 	QUAKER BIOVENTURES II, L.P.
				
		 		 	By:	 	Quaker BioVentures Capital II, L.P.,
		 		 		 	Its general partner
				
		 		 	By:	 	Quaker BioVentures Capital II, LLC,
		 		 		 	Its general partner
				
		 		 	By:	 	/s/ Sherrill Neff
		 		 	Name:	 	 
		 		 	Title:	 	 
			
		 		 	 /s/ I. Wistar Morris

		 		 	I. WISTAR MORRIS, III
			
		 		 	COTSWOLD FOUNDATION
				
		 		 	By:	 	/s/ I. Wistar Morris
		 		 	Name:	 	I. Wistar Morris
		 		 	Title:	 	Trustee

 [Cempra Holdings, LLC Fifth Amendment to Second Amended and Restated Limited Liability Company
Agreement] 

  
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	MEMBERS (Continued):	 		 	ELEVENTH GENERATION PARTNERSHIP, LP
				
		 		 	By:	 	/s/ Martha H. Morris
		 		 	Name:	 	Martha H. Morris
		 		 	Title:	 	Agent
			
		 		 	 /s/ Martha H. Morris

		 		 	MARTHA H. MORRIS
			
		 		 	DEVON PARK BIOVENTURES, L.P.
				
		 		 	By:	 	Devon Park Associates, L.P.,
		 		 		 	Its general partner
				
		 		 	By:	 	/s/ Devang V. Kantesaria
		 		 	Name:	 	Devang V. Kantesaria
		 		 	Title:	 	General Partner
			
		 		 	AISLING CAPITAL II, LP
				
		 		 	By:	 	Aisling Capital Partners, LP
		 		 		 	Its General Partner
				
		 		 	By:	 	/s/ Lloyd Appel
		 		 	Name:	 	Lloyd Appel
		 		 	Title:	 	CFO

 [Cempra Holdings, LLC Fifth Amendment to Second Amended and Restated Limited Liability Company
Agreement] 

  
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	MEMBERS (Continued):	 		 	BLACKBOARD VENTURES INC.
				
		 		 	By:	 	 /s/ Terry Woodward

		 		 	Name:	 	 Terry Woodward

		 		 	Title:	 	 Designated Signatory

			
		 		 	INTERSOUTH PARTNERS VI, L.P.
				
		 		 	By:	 	 Intersouth Associates VI, LLC,
 Its General Partner

				
		 		 	By:	 	 /s/ Richard Kent

		 		 	Name:	 	 Richard Kent

		 		 	Title:	 	Member, acting pursuant to Power of Attorney
			
		 		 	INTERSOUTH PARTNERS VII, L.P.
				
		 		 	By:	 	 Intersouth Associates VII, LLC,
 Its General Partner

				
		 		 	By:	 	 /s/ Richard Kent

		 		 	Name:	 	 Richard Kent

		 		 	Title:	 	Member, acting pursuant to Power of Attorney
			
		 		 	  

		 		 	ELIZABETH GORDON

 [Cempra Holdings, LLC Fifth Amendment to Second Amended and Restated Limited Liability Company
Agreement] 

  
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	MEMBERS (Continued):	 		 		 	
				
		 		 		 	  

		 		 		 	DAL LAMAGNA
				
		 		 		 	  

		 		 		 	JOSH MAILMAN
		 		 		 	
		 		 		 	 PETER BAUMANN & ALISON BAUMANN,
 JOINT TENANTS

				
		 		 		 	  

		 		 		 	Peter Baumann
				
		 		 		 	  

		 		 		 	Alison Baumann
				
		 		 		 	  

		 		 		 	KIMBERLY SEIBERT
				
		 		 		 	  

		 		 		 	HANS H. LIU, M.D.
				
		 		 		 	  

		 		 		 	DEAN OLMSTEAD

 [Cempra Holdings, LLC Fifth Amendment to Second Amended and Restated Limited Liability Company
Agreement] 

  
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	MEMBERS (Continued):	 		 	GERALD LIHOTA & KARLA LIHOTA,
		 		 	JOINT TENANTS
			
		 		 	  

		 		 	Gerald Lihota
			
		 		 	  

		 		 	Karla Lihota
			
		 		 	FIRST CLEARING, LLC as Custodian f/b/o
		 		 	WILLIAM J. LEAHY IRA ROLLOVER
				
		 		 	By:	 	 
		 		 	Name:	 	 
		 		 	Title:	 	 
			
		 		 	BIONAPLES, LLC
				
		 		 	By:	 	 
		 		 	Name:	 	 
		 		 	Title:	 	 
			
		 		 	  

		 		 	MARTHA COONLEY
			
		 		 	  

		 		 	HOWARD COONLEY

 [Cempra Holdings, LLC Fifth Amendment to Second Amended and Restated Limited Liability Company
Agreement] 

  
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	MEMBERS (Continued):	 		 	
			
		 		 	 MARY KATHERINE HITCHNER &
 ELAM M. HITCHNER, JOINT TENANTS

			
		 		 	  

		 		 	Mary Katherine Hitchner
			
		 		 	  

		 		 	Elam M. Hitchner
			
		 		 	 FCC as Custodian f/b/o JOHN LOONEY IRA
 5160-3240

				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	  

		 		 	KATHERINE C. KELLEY
			
		 		 	 /s/ Prabhavathi Fernandes

		 		 	PRABHAVATHI FERNANDES, PH.D.
			
		 		 	  

		 		 	ELIZABETH CALI DOWNS, PH.D

 [Cempra Holdings, LLC Fifth Amendment to Second Amended and Restated Limited Liability Company
Agreement] 

  
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	MEMBERS (Continued):	 		 	OPTIMER PHARMACEUTICALS, INC.
				
		 		 	By:	 	 
		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	  

		 		 	LOUIS G. LEEBURG
			
		 		 	  

		 		 	ROBIN GADSBY
			
		 		 	  

		 		 	CINDY INGRAM
			
		 		 	  

		 		 	YOUE-KONG SHUE, PH.D
			
		 		 	  

		 		 	DONALD P. COX, PH.D.
			
		 		 	  

		 		 	MICHAEL P. DOMBECK
			
		 		 	  

		 		 	ROGER A. FRANCIS

 [Cempra Holdings, LLC Fifth Amendment to Second Amended and Restated Limited Liability Company
Agreement] 

  
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	MEMBERS (Continued):	 		 		 	
				
		 		 		 	  

		 		 		 	RONALD JONES, M.D.
				
		 		 		 	  

		 		 		 	ANDREW W. FISHER
				
		 		 		 	  

		 		 		 	JENNIFER SCHRANZ
				
		 		 		 	  

		 		 		 	THORSTEN DEGENHARDT
				
		 		 		 	  

		 		 		 	DONALD OLSEN
				
		 		 		 	  

		 		 		 	THOMAS LYONS

 [Cempra Holdings, LLC Fifth Amendment to Second Amended and Restated Limited Liability Company
Agreement]