SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Exhibit 10.2
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS SECOND AMENDMENT (the “Amendment”) is made as of April 16, 2008, to the Registration
Rights Agreement (the “Agreement”) between Neoprobe Corporation (the “Company”) and
Platinum-Montaur Life Sciences, LLC (the “Purchaser”), dated December 26, 2007, as amended by the
Amendment to Registration Rights Agreement, dated February 7, 2008. Capitalized terms not
otherwise defined herein shall have the meanings defined in the Agreement.
Recital
The Company and the Purchaser desire to amend certain provisions of the Agreement to extend
the time within which the Company is required to file a Registration Statement covering various
portions of the Registrable Securities.
Statement of Agreement
In consideration of the foregoing, and of their mutual promises contained herein, the parties
agree as follows:
1. Filing Date. The definition of “Filing Date” contained in
Section 1 of the Agreement is hereby amended to read as follows: “ ‘Filing
Date’ means May 1, 2008.”
2. Resale Registration. The first sentence of Section 2(a) of the
Agreement which states that “On or prior to the Filing Date the Company shall
prepare and file with the Commission a “resale” Registration Statement providing for
the resale of all Registrable Securities for an offering to be made on a continuous
basis pursuant to Rule 415,” shall be deleted in its entirety and replaced with the
following: “On or prior to the Filing Date the Company shall prepare and file with
the Commission a “resale” registration statement providing for the resale of: (i)
the shares of Common Stock issuable upon conversion of the Series B Note issued to
the Purchaser pursuant to the Purchase Agreement; (ii) the shares of Common Stock
issuable upon exercise of the Series W and X Warrants issued to the Purchaser
pursuant to the Purchase Agreement; and (iii) 3,500,000 shares of Common Stock
issuable as interest on the Notes, for an offering to be made on a continuous basis
pursuant to Rule 415. Additionally, (A) within thirty-five (35) days following the
Third Closing Date (as that term is defined in the Purchase Agreement) the Company
shall prepare and file with the Commission an additional “resale” Registration
Statement providing for the resale of: (i) the shares of Common Stock issuable upon
the conversion of the Preferred Shares; (ii) the shares of Common Stock issuable
upon exercise of the Series Y Warrant issued to the Purchaser pursuant to the
Purchase Agreement; and (iii) shares of Common Stock issuable as dividends on the
Preferred Shares, for an offering to be made on a continuous basis pursuant to Rule
415 and (B) within thirty-five (35) days of a receipt by the written request of the
Holder therefore, the Company shall prepare and file with the Commission an
additional “resale” Registration Statement providing for the resale of the shares of
Common Stock issuable upon the conversion of the Series A Note issued to the
Purchaser pursuant to the Purchase Agreement.
3. Sole Holder. Purchaser represents that it has not assigned or
otherwise transferred any of the Registrable Securities, and that as of the date of
this Amendment, it is the sole Holder of the Registrable Securities.
4. No Other Modification. Except as expressly modified or amended hereby, the
terms and conditions of the Agreement shall remain unchanged and in full force and
effect, and each of the parties hereby ratifies and confirms the same.
5. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed to be an original and all such counterparts together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized persons as of the date first indicated above.
| NEOPROBE CORPORATION | ||||||
| By: | /s/ Xxxxx X. Xxxx
|
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| Title: President & CEO | ||||||
| PLATINUM-MONTAUR LIFE SCIENCES, LLC | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
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| Title: Portfolio Manager | ||||||
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