[Number of Firm Shares] Shares
Proteon Therapeutics, Inc.
STIFEL, NICOLAUS & COMPANY, INCORPORATED
JMP SECURITIES, LLC
As representatives of the several Underwriters
named in Schedule I hereto
c/o Stifel, Nicolaus & Company, Incorporated
One South Street, 15th Floor
Baltimore, Maryland 21202
c/o JMP Securities, LLC
600 Montgomery Street, Suite 1100
San Francisco, CA 94111
Ladies and Gentlemen:
Proteon Therapeutics, Inc., a Delaware corporation (the Company), proposes to issue and sell to the several underwriters named in Schedule I hereto (the Underwriters) for whom you are acting as representatives (the Representatives), an aggregate of [·] shares (the Firm Shares) of the common stock, par value $0.001 per share, of the Company (Common Stock). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection
with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [·] shares of Common Stock (the Option Shares). The Firm Shares and the Option Shares are hereinafter referred to collectively as the Shares.
The Company confirms as follows its agreements with the Representatives and the several other Underwriters.
1. (a) The Company represents and warrants to, and agrees with, each of the Underwriters that, as of the date hereof and as of the Closing Date (as hereinafter defined) and each Option Closing Date (as hereinafter defined), if any: