ContractConvertible Note • July 9th, 2007 • Neoprobe Corp • Surgical & medical instruments & apparatus • Ohio
THIS NOTE HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES ADMINISTRATOR OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS NOTE IS SUBJECT TO THE TERMS OF A NOTE PURCHASE AGREEMENT DATED AS OF JUNE 29, 2007 AND MAY NOT BE TRANSFERRED OR SOLD EXCEPT AS PROVIDED THEREIN AND AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2007 • Neoprobe Corp • Surgical & medical instruments & apparatus • Ohio
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made July 3, 2007, by and among Neoprobe Corporation, a Delaware corporation (the “Company”), David C. Bupp, residing at 9095 Moors Place North, Dublin, Ohio 43017, Cynthia B. Gochoco, residing at 1550 Chapel Drive, York, Pennsylvania 17404, and Walter H. Bupp, residing at 2038 Wyntre Brook Drive, York, Pennsylvania 17403, as joint tenants with right of survivorship (each an “Investor” and collectively “Investors”).
10% CONVERTIBLE NOTE PURCHASE AGREEMENT NEOPROBE CORPORATIONConvertible Note Purchase Agreement • July 9th, 2007 • Neoprobe Corp • Surgical & medical instruments & apparatus • Ohio
THIS AGREEMENT is made this 3rd day of July, 2007, between NEOPROBE CORPORATION (the “Company”), incorporated under the laws of the State of Delaware, with its principal office at 425 Metro Place North, Suite 300, Dublin, OH 43017 and David C. Bupp, residing at 9095 Moors Place North, Dublin, Ohio 43017, Cynthia B. Gochoco, residing at 1550 Chapel Drive, York, Pennsylvania 17404, and Walter H. Bupp, residing at 2038 Wyntre Brook Drive, York, Pennsylvania 17403, as joint tenants with right of survivorship (each a “Purchaser,” and collectively the “Purchasers”).
WARRANT TO PURCHASE COMMON STOCK OF NEOPROBE CORPORATIONWarrant Agreement • July 9th, 2007 • Neoprobe Corp • Surgical & medical instruments & apparatus • Ohio
This certifies that, for value received, David C. Bupp, Cynthia B. Gochoco, and Walter H. Bupp, as joint tenants with right of survivorship, or their registered permitted assigns (collectively, the “Holder”), is entitled to purchase from NEOPROBE CORPORATION, (the “Company”), a corporation organized and existing under the laws of the State of Delaware, subject to the terms and conditions set forth below, at any time on before 5:00 P.M., Eastern time, on the Expiration Date (as defined below), the number of fully paid and nonassessable shares of common stock, $0.001 par value, of the Company (“Common Stock”) stated above at the Purchase Price (as defined below). The Purchase Price and the number of shares purchasable hereunder are subject to adjustment as provided below. This Warrant is issued pursuant to the terms of a 10% Convertible Note Purchase Agreement dated as of July 3, 2007, as the same may be amended, modified or supplemented pursuant to the terms thereof (the “Purchase Agree
