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Exhibit 10.1.37
NEOPROBE CORPORATION
March 12, 1999
The Aries Master Fund
The Aries Domestic Fund, L.P.
c/o Paramount Capital Asset Management, Inc.
Attn: Xxxxxxx X. Xxxxx
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx XX 00000
RE: PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (THE "AGREEMENT")
DATED AS OF FEBRUARY 16, 1999, AMONG NEOPROBE CORPORATION, A DELAWARE
CORPORATION, THE ARIES MASTER FUND, A CAYMAN ISLAND EXEMPTED COMPANY,
THE ARIES DOMESTIC FUND, L.P.
Dear Sirs:
Section 7.6(b) of the Agreement currently requires Neoprobe, Inc. to set
aside and hold in a segregated, escrow account $1,500,000 in cash from the
proceeds of the sale of the Preferred Shares until the later of the receipt of
the Required Shareholder Approvals and the declaration of the effectiveness of
the Shelf Registration Statement. As we have discussed, you have agreed to
immediately release $500,000 of this amount and reduce the amount subject to
Section 7.6(b) of the Agreement to $1,000,000 even though the Required
Shareholder Approvals have not been received and the Shelf Registration
Statement has not been declared effective.
Capitalized terms not defined in this letter have the meanings assigned to
them in the Agreement.
If the foregoing correctly reflects our agreement, please evidence your
acceptance of this agreement by signing and returning to me a copy of this
letter.
Very truly yours,
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
President
Chief Executive Officer
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The Aries Master Fund
The Aries Domestic Fund, L.P.
c/o Paramount Capital Asset Management, Inc.
Attn: Xxxxxxx X. Xxxxx
March 12, 1999
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AGREED TO AND ACCEPTED AS OF THE DATE SET FORTH ABOVE.
THE ARIES MASTER FUND, A CAYMAN ISLAND EXEMPTED COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name:
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Title:
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THE ARIES DOMESTIC FUND, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name:
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Title:
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cc: Xxx Xxxxx, Esq.
Xxxxxxx, Xxxxxxxx & Xxxxx
Xxxxxx X. Xxxxxxxx, Esq.
Benesch, Friedlander, Xxxxxx & Xxxxxxx, LLP
