ContractConvertible Promissory Note • April 18th, 2008 • Neoprobe Corp • Surgical & medical instruments & apparatus • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
ContractWarrant Agreement • April 18th, 2008 • Neoprobe Corp • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR NEOPROBE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2008 • Neoprobe Corp • Surgical & medical instruments & apparatus
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.
AMENDMENT AND WAIVER FOR SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 18th, 2008 • Neoprobe Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDMENT AND WAIVER (the “Amendment”) is made as of April 16, 2008, to memorialize the agreement between Neoprobe Corporation (the “Company”) and Platinum-Montaur Life Sciences, LLC (the “Purchaser”), to amend and waive certain provisions of the Securities Purchase Agreement, dated as of December 26, 2007 (this “Agreement”), by and between the Company and the Purchaser. Capitalized terms not otherwise defined herein shall have the meanings defined in the Agreement.
