13D Filing: James E. Flynn and Proteon Therapeutics Inc (PRTO)

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The foregoing description of the Registration
Rights Agreement, is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text thereof,
which has been filed by the Company as Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission
on August 3, 2017 and is incorporated by reference as Exhibit 99.8 hereto.

Item 7. Material to be Filed as Exhibits.

Item
7 of the Schedule 13D is hereby amended by adding the following as Exhibits 99.

Exhibit 99.7 Securities Purchase Agreement (incorporated by reference to Exhibit 10.20
to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 23, 2017), dated June 22, 2017, by and
between Proteon Therapeutics, Inc. and the Investors party thereto.
Exhibit 99.8 Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to
the Company’s Form 8-K filed with the Securities and Exchange Commission on August 3, 2017), dated August 2, 2017, by and
between Proteon Therapeutics, Inc. and the Investors party thereto.
Exhibit 99.9 Joint Filing Agreement dated as of August 4, 2017 by and among the Reporting
Persons.*

_______________

* Filed herewith.

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