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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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SERIES D PREFERRED STOCK PURCHASE AGREEMENT

 

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:

 

1.                                      Purchase and Sale of Preferred Stock.

 

1.1.                            Sale and Issuance of Series D Preferred Stock.

 

(a)                                 Authorization. The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Tranche Closing (as defined in Section 1.2(a)(i) hereof) the Fifth Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated Certificate”).

 

(b)                                 Initial Tranche.

 

(i)                                     Subject to the terms and conditions of this Agreement, each Purchaser (a “Noteholder Purchaser”) that is a holder of one or more outstanding convertible promissory notes previously issued by the Company as reflected opposite such Purchaser’s name under the heading “Convertible Notes Amount Owed” on Exhibit A (in the case of such Noteholder Purchaser, the “Applicable Convertible Note(s)”) hereby agrees that, at the Initial Tranche Closing, the full amount owed by the Company to such Noteholder Purchaser through and including the date of the Initial Tranche Closing under such Noteholder Purchaser’s Applicable Convertible Note(s), which full amount owed is set forth opposite such Noteholder Purchaser’s name under the heading “Convertible Notes Amount Owed” on Exhibit A, shall convert into that number of shares of the Company’s Series D Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), set forth opposite such Noteholder Purchaser’s name under the heading “Note Conversion Shares” on Exhibit A (in the case of each Noteholder Purchaser, the “Note Conversion Shares” and, collectively with the Note Conversion Shares of all other Noteholder Purchasers, the “Total Note Conversion Shares”), at a conversion price per share equal to $0.4414 (the “Note Conversion Price”).  Subject to the terms and conditions of this Agreement, the Company hereby agrees that, at the Initial Tranche Closing, the Company shall sell and issue to each Noteholder Purchaser the Note Conversion Shares to which such Noteholder Purchaser is entitled pursuant to the foregoing provisions of this Section 1.1(b)(i) upon conversion of the full amount owed by the Company to such Noteholder Purchaser through and including the date of the Initial Tranche Closing under such Noteholder Purchaser’s Applicable Convertible Notes.  The number of Total Note Conversion Shares to be issued to the Noteholder Purchasers at the Initial Tranche Closing shall be 10,344,201.  Notwithstanding anything to the contrary express or implied in the Applicable Convertible Note(s) of each Noteholder Purchaser, each Noteholder Purchaser hereby agrees that interest shall accrue under the Applicable Convertible Note(s) of such Noteholder Purchaser only through and including April 30, 2014.  Upon the sale and issuance of the Note Conversion Shares by the Company to each Noteholder Purchaser at the Initial Tranche Closing pursuant to, and in accordance with, the

 

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