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SEC Filings

PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
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Proteon Therapeutics, Inc.

200 West Street

Waltham, MA  02451




As Representatives of the several Underwriters

named in the Underwriting Agreement referred to



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:


The undersigned refers to the proposed Underwriting Agreement (the “Underwriting Agreement”) among Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and JMP Securities, LLC (“JMP”), as representatives (“Representatives”) of the several underwriters named therein (together with the Representatives, the “Underwriters”).  As an inducement to the Underwriters to execute the Underwriting Agreement in connection with the proposed initial public offering of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), pursuant to a Registration Statement on Form S-1 (the “Offering”), the undersigned hereby agrees that from the date hereof and until 180 days after the initial public offering date set forth on the final prospectus used to sell the Common Stock (the “Public Offering Date”) pursuant to the Underwriting Agreement (such 180 day period being referred to herein as the “Lock-Up Period”), to which you are or expect to become parties, the undersigned will not (and will cause any spouse, domestic partner or immediate family member of the spouse, domestic partner or the undersigned living in the undersigned’s household, any partnership, corporation, limited liability company or other entity within the undersigned’s control, and any trustee of any trust that holds Common Stock or other securities of the Company for the benefit of the undersigned or such spouse, domestic partner or family member not to) offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber,