0000912057-14-000304 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 6th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of February 6, 2013 between PROTEON THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Gregory D. Phelps (“Indemnitee”).

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WALTHAM, MASSACHUSETTS Lease dated July 13, 2009
Agreement • August 6th, 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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SERIES D PREFERRED STOCK PURCHASE AGREEMENT
Series D Preferred Stock Purchase Agreement • August 6th, 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 • August 6th, 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 • August 6th, 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 • August 6th, 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 Letterhead] April 14, 2006 Mr. Timothy P. Noyes Lexington, Massachusetts 02420 Re: Employment with Proteon Therapeutics, Inc. Dear Tim,
Employment Agreement • August 6th, 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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Proteon Therapeutics Letterhead] July 25, 2006 Mr. Steven K. Burke Sudbury, Massachusetts 01776 Re: Employment with Proteon Therapeutics, Inc. Dear Steve,
Employment Agreement • August 6th, 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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