EXHIBIT 10.32
NEOPROBE CORPORATION
STOCK PURCHASE AGREEMENT
OCTOBER 22, 2003
NEOPROBE CORPORATION
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") dated as of October 22,
2003 among Neoprobe Corporation, a Delaware corporation (the "Company") and the
investors purchasing securities in this offering (each a "Purchaser" and
together the "Purchasers").
RECITALS
WHEREAS, the Company wishes to sell, and the Purchasers desire to
purchase, the securities of the Company described herein on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF STOCK
1.1 Sale and Issuance of Common Stock. Subject to the terms and conditions
of this Agreement, each Purchaser agrees to purchase and the Company agrees to
sell and issue to each Purchaser that number of shares of the Company's common
stock, par value of $.001, (the "Common Stock") indicated with respect to such
Purchaser on the signature page hereof (the "Purchased Shares") at a purchase
price of $.23 per share.
1.2 Closing. The purchase and sale of the Common Stock shall occur
simultaneously with each execution of this Agreement by a Purchaser and the
delivery of shares of Common Stock by the Company (the "Closing").
1.3 Closing Deliveries.
(a) Upon execution of this Agreement by a Purchaser, (i) each
Purchaser shall deliver to the Company, by draft, or wire transfer, of
immediately available funds, the amount (the "Purchase Price") set forth
opposite such Purchaser's name on Exhibit A and (ii) the Company shall deliver
to the Purchaser an executed stock certificate in the name of the Purchaser and
indicating the correct number of shares of Common Stock.
(b) The Company's obligation to complete the purchase and sale of
Common Stock being purchased hereunder shall be subject to the following
conditions, any one or more may be waived by the Company: (i) receipt by the
Company of the full amount of the Purchase Price; (ii) the accuracy in all
material respects of the representations and warranties made by the Purchaser;
and (iii) the Company agrees, after reviewing the Accredited Investor
Questionnaire,
attached hereto as Exhibit A, to accept the Purchase Price from a Purchaser. Any
Purchase Price received by the Company prior to the Company's complete review of
the Accredited Investor Questionnaire and which the Company determines not to
accept, the Company shall return the Purchase Price to the Purchaser immediately
upon notifying such Purchaser of its decision not to accept such Purchaser's
Purchase Price.
(c) Upon Closing, the Company shall issue warrants to each
Purchaser (the "Warrants") and a copy of the Warrant Agreement (attached hereto
as Exhibit B) in the amount equal to 50% of the number of shares of Common Stock
purchased by each Purchaser. The Warrants shall have an exercise price of $.28
per share and will be eligible to be exercised for five years ending October 31,
2008.
(d) Upon Closing, the Company and the Purchasers shall execute and
deliver the Registration Rights Agreement in the form attached hereto as Exhibit
C (the "Registration Rights Agreement").
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
The Company hereby represents, warrants and covenants to each Purchaser
that:
2.1 Organization, Good Standing and Qualification.
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to carry on its business as now
conducted and as proposed to be conducted. The Company is duly qualified to
transact business and is in good standing in each jurisdiction in which the
failure so to qualify would have a material adverse effect on its business or
properties.
(b) The Common Stock of the Company is eligible for quotation on
the OTC Bulletin Board ("Bulletin Board") and, to the best of its knowledge, the
Company is not in material default of any of the requirements of the Bulletin
Board for eligibility of the Common Stock for quotation.
2.2 Capitalization.
(a) The authorized capital of the Company, immediately prior to
the Closing, will consist of 80,000,000 shares of capital stock, consisting of
75,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, $.001
par value per share.
(b) Immediately prior to the Closing there will be no outstanding
options, warrants, rights (including conversion or preemptive rights and rights
of first refusal or similar rights) or
agreements, orally or in writing, for the purchase or acquisition from the
Company of any shares of its capital stock except as is listed on Exhibit D,
attached hereto.
2.3 Subsidiaries. The Company does not currently own or control, directly
or indirectly, any interest in any other corporation, association, or other
business entity, other than Cardiosonix, Ltd .
2.4 Corporate Power; Authorization. All corporate action on the part of the
Company, its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement, the performance of all
obligations of the Company hereunder and thereunder and the authorization,
issuance and delivery of the Common Stock has been taken or will be taken prior
to the Closing. The Company has all requisite legal and corporate power to
execute and deliver the Agreement, to sell and issue the Common Stock and to
carry out and perform all of its obligations hereunder and under the Warrants
and the Registration Rights Agreement. The Agreement, Warrant and Registration
Rights Agreements, when executed and delivered by the Company, shall constitute
valid and legally binding obligations of the Company, enforceable against the
Company in accordance with their respective terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and other laws of general application affecting enforcement of
creditors' rights generally, as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies, or (ii) to
the extent the indemnification provisions contained in the Registration Rights
Agreement may be limited by applicable federal or state securities laws or rules
of the National Association of Securities Dealers ("NASD").
2.5 Valid Issuance of Securities . The Common Stock that is being issued to
the Purchasers hereunder, when issued, sold and delivered in accordance with the
terms hereof for the consideration expressed herein, will be duly and validly
issued, fully paid and nonassessable and free of restrictions on transfer other
than restrictions on transfer under this Agreement and applicable federal and
state and securities laws.
2.6 Litigation. There is no action, suit, proceeding or investigation
pending or, to the Company's knowledge, currently threatened against the Company
or any of its subsidiaries that questions the validity of the Agreements or the
right of the Company to enter into them, or to consummate the transactions
contemplated hereby or thereby, or that might result, either individually or in
the aggregate, in any material adverse changes in the assets, condition,
prospects, business or affairs of the Company, financially or otherwise, or any
change in the current equity ownership of the Company, nor is the Company aware
that there is any basis for the foregoing. Neither the Company nor any of its
subsidiaries is a party or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or
instrumentality. There is no action, suit, proceeding or investigation by the
Company or any of its subsidiaries currently pending or which the Company or any
of its subsidiaries intends to initiate.
2.7 Patents and Trademarks. The Company owns or possesses sufficient legal
rights to all patents, trademarks, service marks, tradenames, copyrights, trade
secrets, licenses, information
and proprietary rights and processes necessary for its business as now conducted
and as proposed to be conducted without any conflict with, or infringement of,
the rights of others. The Company has not received any communications alleging
that the Company has violated or, by conducting its business as proposed, would
violate any of the patents, trademarks, service marks, tradenames, copyrights,
trade secrets or other proprietary rights or processes of any other person or
entity.
2.8 Compliance with Other Documents; Noncontravention. The Company is not
in violation, breach or default of any provisions of its Certificate of
Incorporation or Bylaws or of any material instrument, judgment, order, writ,
decree license, indenture, lease, contract or other agreement to which it is a
party or by which it is bound or, to its knowledge, of any provision of federal
or state statute, rule or regulation applicable to the Company, except where
such violation, breach or default would not have a material adverse effect on
the Company. The execution, delivery and performance of the Agreements and the
consummation of the transactions contemplated hereby or thereby will not result
in any such violation or be in conflict with or constitute, with or without the
passage of time and giving of notice, either a default under any such provision,
instrument, judgment, order, writ, decree or contract or an event which results
in the creation of any lien, charge or encumbrance upon any assets of the
Company.
2.9 Disclosure. The Company has provided the Purchasers with all the
information which the Purchasers have requested in connection with the
transactions contemplated by this Agreement. To the knowledge of the Company, no
representation or warranty of the Company contained in this Agreement and the
exhibits attached hereto or any certificate furnished or to be furnished to
Purchasers at the Closing (when read together) contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make the
statements contained herein or therein not misleading in light of the
circumstances under which they were made.
2.10 No Conflict of Interest. The Company is not indebted, directly or
indirectly, to any of its employees, shareholders, officers or directors or to
their respective spouses or children, in any amount whatsoever other than in
connection with expenses or advances of expenses incurred in the ordinary course
of business or relocation expenses of employees, with the exception of $250,000
lent to the Company by its Chief Executive Officer, Xxxxx X. Xxxx, and salary
deferrals to certain officers in the aggregate amount of $80,500. The Company is
not a guarantor or indemnitor of any indebtedness of any other person, firm or
corporation other than its subsidiaries.
2.11 Rights of Registration. Pursuant to the requirements of the
Registration Rights Agreement, the Company shall file a Registration Statement
covering the Purchasers' resales of all the Common Stock or equivalents
issueable and Warrants held by the Purchasers on Form SB-2 by December 31st,
2003. The Registration Statement shall be declared effective as soon as
possible, but not later than March 1st, 2004. In the event the Registration
Statement is not filed or declared effective within the above time frames, or
for any delay or other inability of the Purchasers to use the prospectus after
initial effectiveness which are caused by the Company's breach of its
obligations under the Registration Rights Agreement, the exercise price of the
Warrants shall be reduced by 10% per month.
2.12 Private Placement. Subject in part to the truth and accuracy of the
Purchasers' representations set forth in Article III of this Agreement and in
written responses to the Company's inquiries, the offer, sale and issuance of
the Securities as contemplated by this Agreement is exempt from the registration
requirements of Section 5 of the Securities Act of 1933, as amended (the
"Securities Act"), and neither the Company nor any authorized agent acting on
its behalf will take any action hereafter that would cause the loss of such
exemption.
2.13 Title to Property and Assets. The Company owns its property and assets
free and clear of all mortgages, liens, loans and encumbrances, except such
encumbrances and liens which arise in the ordinary course of business and do not
materially impair the Company's ownership or use of such property or assets.
With respect to the property and assets it leases, the Company is in compliance
with such leases and, to the best of its knowledge, holds a valid leasehold
interest free of any liens, claims or encumbrances. To its knowledge, there
exists no material breach of any such lease.
2.14 Financial Statements. The Company has made available to each Purchaser
its audited financial statements (including balance sheet and income statement)
for the fiscal year ended as of December 31, 2002 and fiscal quarter ended June
30, 2003 (collectively, the "Financial Statements"). The Financial Statements
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods indicated, except that the
Financial Statements may not contain all footnotes required by generally
accepted accounting principles. The Financial Statements fairly present the
financial condition and operating results of the Company as of the dates, and
for the periods, indicated therein, subject to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the Company has no
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to June 30, 2003 and (ii)
obligations under contracts and commitments incurred in the ordinary course of
business and not required under generally accepted accounting principles to be
reflected in the Financial Statements, which, in both cases, individually or in
the aggregate are not material to the financial condition or operating results
of the Company. Except as disclosed in the Financial Statements, the Company is
not a guarantor or indemnitor of any indebtedness of any other person, firm or
corporation. The Company maintains and will continue to maintain a standard
system of accounting established and administered in accordance with generally
accepted accounting principles.
2.15 Tax Returns and Payments. The Company has filed all tax returns and
reports as required by state and federal law. These returns and reports are true
and correct in all material respects. The Company has paid all taxes and other
assessments due.
2.16 Insurance. The Company has in full force and effect fire and casualty
insurance policies in amounts that are reasonable for the business being
conducted by the Company.
2.17 Licenses and Permits. The Company has all franchises, permits, licenses
and any similar authority necessary for the conduct of its business as now being
conducted by it, the lack of which could materially and adversely affect the
business, properties, prospects, or financial
condition of the Company. The Company is not in default in any material respect
under any of such franchises, permits, licenses or other similar authority.
2.18 Environmental and Safety Laws. To its knowledge, the Company is not in
violation of any applicable federal, state or local statute, law or regulation
relating to the pollution of the environment or occupational health and safety,
and to the best of its knowledge, no material expenditures are or will be
required in order to comply with any such existing federal, state or local
statute, law or regulation.
2.19 Restrictive Covenants. The Company shall not, without the consent of
Purchasers holding a majority of the Common Stock, (i) enter into any agreement
that would restrict the Company's ability to perform all of its material
obligations under this Agreement; or (ii) voluntarily liquidate or dissolve.
2.20 Governmental Consents. The execution, delivery and performance by the
Company of this Agreement and the transactions contemplated hereby require no
action by or in respect of, or filing with, any governmental authority other
than (i) compliance with the applicable requirements of the Securities Act; and
(ii) compliance with any state securities or Blue Sky Laws that, individually or
in the aggregate, could not reasonably be expected to have a material adverse
effect on the Company.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS.
Each Purchaser severally and not jointly, hereby represents and
warrants to the Company for itself only and not in relation to any other
Purchaser that:
3.1 Authorization. This Agreement and the Accredited Investor
Questionnaire, when executed and delivered by the Purchaser, will constitute
valid and legally binding obligations of the Purchaser, enforceable in
accordance with their terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, and any other
laws of general application affecting enforcement of creditors' rights
generally, and as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies.
3.2 Purchase Entirely for Own Account. The Common Stock to be acquired by
the Purchaser will be acquired for investment for the Purchaser's own account,
not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, and that the Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same. The Purchaser
does not presently have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participation to such person or to any
third person, with respect to any of the Common Stock. The Purchaser has full
power and authority to enter into this Agreement. The Purchaser has not been
formed for the specific purpose of acquiring the Common Stock.
3.3 Disclosure of Information. The Purchaser has received and has carefully
reviewed a copy of the Company's Form 10-K for the year ended December 31, 2002
(including all of the exhibits thereto), the Company's Financial Statements, and
the Company's Form 10-Q (for the quarters ended March 31, 2003 and June 30,
2003) and the Company's current reports on Form 8-K. The Purchaser has had an
opportunity to discuss the Company's business, management, financial affairs and
the terms and conditions of the offering of the Common Stock with qualified
representatives of the Company's management and to ask questions about the
Company's business and prospects. The Purchaser understands that such
discussions, as well as the written information issued by the Company, were
intended to describe the aspects of the Company's business which it believes to
be material and all such questions have been answered to the Purchaser's
satisfaction.
3.4 Restricted Securities. The Purchaser understands that until the
Registration Statement has been filed and declared effective, the Common Stock
has not been registered under the Securities Act. This offering is being made
pursuant to appropriate exemptions from the registration and prospectus
requirements of the securities rules, policies, notices, orders and legislation
of any kind whatsoever. The Purchaser understands that until a Registration
Statement has been filed and has been declared effective, the Common Stock is a
"restricted security" under applicable federal and state securities laws and
that, pursuant to these laws, the Purchaser cannot sell the Common Stock.
3.5 Corporate Purchaser. If the Purchaser is a corporation, the Purchaser
is a valid and subsisting corporation, has the necessary corporate capacity and
authority to execute and deliver this Agreement and to observe and perform its
covenants and obligations hereunder and has taken all necessary corporate action
in respect thereof, or, if the Purchaser is a partnership, syndicate, trust or
other form of unincorporated organization, the Purchaser has the necessary legal
capacity and authority to execute and deliver this Agreement and to observe and
perform its covenants and obligations hereunder and has obtained all necessary
approvals in respect thereof and, in either case, upon the Company executing and
delivering this Agreement, this Agreement will constitute a legal, valid and
binding contract of the Purchaser enforceable against the Purchaser in
accordance with its terms and neither the agreement resulting from such
acceptance nor the completion of the transactions contemplated hereby conflicts
with, or will conflict with, or results, or will result, in a breach or
violation of any law applicable to the Purchaser or any agreement to which the
Purchaser is a party or by which the Purchaser is bound.
3.6 Legends. The Purchaser understands that until a Registration Statement
has been filed and declared effective, the Common Stock, and any securities
issued in respect thereof or exchange therefor, may bear one or all of the
following legends:
(a) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."
(b) Any other legend required by the Blue Sky laws of any state to
the extent such laws are applicable to the shares represented by the certificate
so legended.
3.7 Accredited Investor. The Purchaser is an "accredited investor" as that
term is defined in Rule 501(a) of Regulation D promulgated under the Securities
Act and is an investor familiar with the types of risks inherent in the
acquisition of the Common Stock and by reason of the Purchaser's knowledge and
experience in financial and business matters in general as indicated in the
attached Accredited Investor Questionnaire, or through the knowledge and
experience of the Purchaser's representatives and agents, and investments of
this type in particular, the Purchaser is capable of evaluating the merits and
risks of an investment in the Common Stock.
3.8 Foreign Investors. If the Purchaser is not a United States person (as
defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended), such Purchaser hereby represents that it has satisfied itself as to
the full observance of the laws of its jurisdiction in connection with any
invitation to subscribe for the Securities or any use of this Agreement,
including (i) the legal requirements within its jurisdiction for the purchase of
the Securities, (ii) any foreign exchange restrictions applicable to such
purchase, (iii) any governmental or other consents that may need to be obtained,
and (iv) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale, or transfer of the Securities. Such
Purchaser's subscription and payment for and continued beneficial ownership of
the Securities, will not violate any applicable securities or other laws of the
Purchaser's jurisdiction.
ARTICLE IV
CONDITIONS OF THE PURCHASERS' OBLIGATIONS AT CLOSING
The obligations of each Purchaser to the Company under this Agreement
are subject to the fulfillment, on or before the Closing, of each of the
following conditions, unless otherwise waived:
4.1 Representations and Warranties. The representations and warranties of
the Company contained in Article II shall be true and correct in all material
respects on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of the
Closing.
4.2 Performance. The Company shall have performed and complied with all
covenants, agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by it on or before the
Closing.
ARTICLE V
CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING
The obligations of the Company to each Purchaser under this Agreement are
subject to the fulfillment, on or before the Closing, of each of the following
conditions, unless otherwise waived:
5.1 Representations and Warranties. The representations and warranties of
each Purchaser contained in Article III shall be true and correct in all
material respects on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the Closing.
5.2 Performance. All covenants, agreements and conditions contained in this
Agreement to be performed by the Purchasers on or prior to the Closing shall
have been performed or complied with in all material respects.
5.3 Accredited Investor Questionnaire. Each Purchaser shall have executed
and delivered an Accredited Investor Questionnaire in substantially the form
attached as Exhibit A.
5.4 Qualifications. All authorizations, approvals or permits, if any, of
any governmental authority or regulatory body of the United States or of any
state that are required in connection with the issuance and sale of the Common
Stock pursuant to this Agreement shall be obtained and effective as of the
Closing.
ARTICLE VI
MISCELLANEOUS
6.1 Survival of Warranties. Unless otherwise set forth in this Agreement,
the warranties, representations and covenants of the Company and the Purchasers
contained in or made pursuant to this Agreement shall survive the execution and
delivery of this Agreement and the Closing.
6.2 Transfer; Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
6.3 Governing Law. This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in
accordance with the laws of the State of New York, without giving effect to
principles of conflicts of law.
6.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
6.5 Notices. Any notice required or permitted by this Agreement shall be in
writing and shall be deemed sufficient upon delivery, when delivered personally
or by nationally recognized overnight courier service or sent by telegram or
fax, or forty-eight (48) hours after being deposited in the U.S. mail, as
certified or registered mail, with postage prepaid, addressed to the party to be
notified at such party's address as set forth below on the signature page, or as
subsequently modified by written notice.
6.6 Amendments and Waivers. Any term of this Agreement may be amended with
the written consent of the Company and the holders of at least a majority of the
Common Stock. Any amendment or waiver effected in accordance with this Section
6.6 shall be binding upon the Purchasers and each transferee of the Common
Stock, each future holder of all such Common Stock, and the Company.
6.7 Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, then the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (a) such
provision shall be excluded from this Agreement, (b) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of the Agreement shall be enforceable in accordance with its terms.
6.8 Entire Agreement. This Agreement and the documents referred to herein
constitute the entire agreement between the parties hereto pertaining to the
subject matter hereof, and any and all other written or oral agreements existing
between the parties hereto are expressly canceled.
6.9 Confidentiality. Each party hereto agrees that, except with the prior
written permission of the other party, it shall for a period of two years
following the date of this Agreement, keep confidential and not divulge, furnish
or make accessible to anyone any confidential information, knowledge or data
concerning or relating to the business or financial affairs of the other parties
to which such party has been or shall become privy by reason of this Agreement,
discussions or negotiations relating to this Agreement, the performance of its
obligations hereunder or the ownership of Common Stock purchased hereunder,
except to business, accounting and legal advisors who have been informed of the
foregoing obligation of confidentiality, and except for disclosures that the
Company reasonably determines are required to be made by the Company under
federal and state securities laws, including without limitation disclosures in
the Registration Statement. The provisions of this Section 6.9 shall be in
addition to, and not in substitution for, the provisions of any separate
nondisclosure agreement executed by the parties hereto with respect to the
transactions contemplated hereby.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed this Stock Purchase Agreement
on this 22nd day of October, 2003.
$ 300,000
---------
SUBSCRIPTION AMOUNT
EXECUTION BY A PURCHASER WHO IS A NATURAL PERSON:
___________________________ ___________________________
Name (Please Print) Social Security #
___________________________ ___________________________
Signature Phone Number
________________________________________________________________________________
Address : Number and Street City State Zip Code
EXECUTION BY A PURCHASER WHICH IS A CORPORATION, COMPANY OR ENTITY:
Bridges & Pipes, LLC 00-000-0000
--------------------------- ---------------------------
Name (Please Print) Tax ID #
By: /s/ Xxxxx Xxxxx (000) 000-0000
----------------------- ---------------------------
Name: Xxxxx Xxxxx Phone Number
Title: Managing Director
000 Xxxxxxx Xxx. Xxx Xxxx XX 00000
--------------------------------------------------------------------------------
Address : Number and Street City State Zip Code
ACCEPTED:
NEOPROBE CORPORATION
/s/ Xxxxx X. Xxxx
--------------------------------
By: Xxxxx X. Xxxx,
Title: Chief Executive Officer
EXHIBITS
Exhibit A - Accredited Investor Questionnaire
Exhibit B - Warrant Agreement
Exhibit C - Registration Rights Agreement
Exhibit D - Capitalization Table
SCHEDULE IDENTIFYING OMITTED DOCUMENTS
The only particulars in which the foregoing instrument differs
materially from the omitted instruments are the names of the purchasers and the
subscription amounts, which information is contained in the following table:
SUBSCRIPTION
PURCHASER AMOUNT
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MFW Associates $ 100,000
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Xxx & Xxxx Xxxxxx $ 200,000
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Sands Brothers Venture Capital I, LLC $ 50,000
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Sands Brothers Venture Capital II, LLC $ 50,000
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Sands Brothers Venture Capital III, LLC $ 300,000
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Sands Brothers Venture Capital IV, LLC $ 100,000
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R&R Capital Partners I, Inc. $ 250,000
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Y Securities Management, Ltd. $ 50,000
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ALKI Capital Management $ 100,000
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West End Convertible Fund, L.P. $ 25,000
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WEC Partners, LLC $ 75,000
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Aspatuck Holdings, Ltd. $ 25,000
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Xxxxx Xxxxxxxxxxx $ 50,000
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Bristol Investment Fund, Ltd. $ 300,000
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Xxx Xxxxxx XXX $ 200,000
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Xxxx Xxxxxx $ 50,000
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Gamma Opportunity Capital Partners, L.P. $ 200,000
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Alpha Capital AG $ 300,000
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Bridges & PIPES, LLC $ 25,000
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The Purjes Foundation $ 50,000
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