0001047469-14-007662 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 13, 2014 between PROTEON THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Dmitry Kobyzev (“Indemnitee”).

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WALTHAM, MASSACHUSETTS Lease dated July 13, 2009
Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts

THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 200 West Street, Waltham, Massachusetts 02451. The parties to this Indenture of Lease hereby agree with each other as follows:

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PROTEON THERAPEUTICS, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)
Stock Option Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, PROTEON THERAPEUTICS, INC. (the “Company”) has granted you an option under its 2006 EQUITY INCENTIVE PLAN (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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Process Development and Manufacturing Services Agreement by and between Proteon Therapeutics and Lonza Ltd
Services Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • New York

This Process Development and Manufacturing Services Agreement (this “Agreement”) is effective as of September 1, 2009 (the “Effective Date”), by and between Proteon Therapeutics, a Delaware corporation, with an address at 200 West Street, Waltham, Massachusetts (“PROTEON”), and Lonza Ltd, a Swiss company with an address at Muenchensteinerstrasse 38, CH-4002 Basel, Switzerland (“LONZA”) (each, a “Party” and together the “Parties”).

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SERIES D PREFERRED STOCK PURCHASE AGREEMENT
Series D Preferred Stock Purchase Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware

THIS SERIES D PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 13th day of May, 2014 by and among Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement, as the same may be amended from time to time (each a “Purchaser” and together the “Purchasers”). The parties hereby agree as follows:

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Proteon Therapeutics Letterhead] September 23, 2013 Mr. Daniel Gottlieb Sudbury, Massachusetts 01776 Re: Severance Agreement with Proteon Therapeutics, Inc. Dear Daniel,
Letter Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)

The purpose of this letter agreement (the “Agreement”), which shall be effective as of the date you sign this Agreement, is to set forth the terms of your severance benefits should your employment with Proteon be terminated prior to or following a Corporate Transaction (as defined below).

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Proteon Therapeutics Letterhead] September 9, 2013 Mr. George Eldridge Wellesley, Massachusetts 02481 Re: Employment with Proteon Therapeutics, Inc. Dear George,
Proteon Therapeutics Inc • September 16th, 2014 • Biological products, (no disgnostic substances)

Proteon Therapeutics, Inc. (the “Company” or “Proteon”) is very pleased to offer you employment as its Senior Vice President and Chief Financial Officer. This letter contains the basic terms of your employment with the Company (the “Agreement”). If you agree to the terms and conditions set forth in this Agreement, please sign at the end of this letter in the space indicated.

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FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Rights Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware

THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 13th day of May, 2014, by and between Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (the “Series A Investors”), each of the investors listed on Schedule B hereto (the “Series A-1 Investors”), each of the investors listed on Schedule C hereto (the “Series B Investors”), each of the investors listed on Schedule D hereto (the “Series C Investors”) and each of the investors listed on Schedule E hereto (the “Series D Investors”), together with any persons or entities that become parties hereto pursuant to Section 6.9 (the Series A Investors, the Series A-1 Investors, the Series B Investors, the Series C Investors, the Series D Investors and such persons or entities, collectively, the “Investors”).

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PROTEON THERAPEUTICS, INC.
Proteon Therapeutics Inc • September 16th, 2014 • Biological products, (no disgnostic substances)

This letter sets forth the terms and conditions by which you agree to provide to Proteon Therapeutics, Inc. (“Proteon”) consulting services of a type and of such a scope as may be requested by Proteon from time to time having first given reasonable notice prior to the performance of the requested service; provided, however, that you shall not be obligated to provide more than ten (10) hours of consulting services to Proteon during any calendar week nor more than twenty five (25) hours of consulting services to Proteon during any calendar month. You shall be paid as an independent contractor, and not employee, for such services at a rate of $350 per hour, payable monthly in arrears within ten (10) calendar days after delivery by you to Proteon of a written invoice detailing such services on a daily basis.

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Proteon Therapeutics Letterhead] April 14, 2006 Mr. Timothy P. Noyes Lexington, Massachusetts 02420 Re: Employment with Proteon Therapeutics, Inc. Dear Tim,
Employment Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)

Proteon Therapeutics, Inc. (the “Company” or “Proteon”) is very pleased to offer you employment as its President & Chief Executive Officer. This letter contains the basic terms of your employment with the Company (the “Agreement”). If you agree to the terms and conditions set forth in this offer letter, please sign at the end of this letter in the space indicated.

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ASSIGNMENT OF RIGHTS/LICENSE AGREEMENT NIH Sponsored Invention
Assignment of Rights • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)

This Agreement, effective this 4th day of February 2002, is between the Johns Hopkins University, a corporation of the State of Maryland, having a principle place of business at 720 Rutland Avenue, Baltimore, Maryland 21205 (hereinafter referred to as “JHU”) and F. Nicholas Franano, an individual, residing at 1010 W. 69th Terrace, Kansas City, MO 64113 (hereinafter referred to as “FRANANO”).

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Proteon Therapeutics Letterhead] July 25, 2006 Mr. Steven K. Burke Sudbury, Massachusetts 01776 Re: Employment with Proteon Therapeutics, Inc. Dear Steve,
Employment Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)

Proteon Therapeutics, Inc. (the “Company” or “Proteon”) is very pleased to offer you employment as its Senior Vice President & Chief Medical Officer. This letter contains the basic terms of your employment with the Company (the “Agreement”). If you agree to the terms and conditions set forth in this offer letter, please sign at the end of this letter in the space indicated.

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ASSIGNMENT OF PATENT
Assignment of Patent • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)

This Assignment, made and entered into on this 30th day of December, 2002 by and between F. Nicholas Franano, an individual residing in Kansas City, Missouri (“Assignor”), and Proteon Therapeutics, L.L.C., a Missouri Limited Liability Company (“Assignee”).

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