FOURTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
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).
WHEREAS, the Company and certain of the Investors are parties to an Third Amended and Restated Investor Rights Agreement dated as of August 2, 2011, as previously amended and in effect prior to the date hereof (the Prior Agreement);
WHEREAS, the Company has entered into a Series D Preferred Stock Purchase Agreement dated as of May 13, 2014 (as amended and in effect from time to time, the Purchase Agreement) with the Series D Investors, pursuant to which the Company will issue shares of Series D Preferred Stock (as defined below) to such Series D Investors;
WHEREAS, the Series D Investors have made it a condition precedent to their purchase of shares of Series D Preferred Stock pursuant to the Purchase Agreement that the parties enter into this Agreement;
WHEREAS, the Company and Series A Investors, Series A-1 Investors, Series B Investors and Series C Investors holding the requisite number of shares of Registrable Securities (as defined in the Prior Agreement) desire to amend and restate the Prior Agreement in the manner provided below; and
WHEREAS, in order to induce the Series D Investors to invest funds in the Company pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to the Investors, to receive certain information from the Company, to participate in future equity offerings by the Company and certain other matters as set forth in this Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions. For purposes of this Agreement:
Agreement shall have the meaning set forth in the Preamble.
Affiliate means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such