SECURITY AGREEMENTSecurity Agreement • January 2nd, 2008 • Neoprobe Corp • Surgical & medical instruments & apparatus • New York
This SECURITY AGREEMENT, dated as of December 26, 2007 (this “Agreement”), is between Neoprobe Corporation, a Delaware corporation (the “Company” or the “Debtor”), and Platinum-Montaur Life Sciences, LLC (the “Secured Party”), the holder of the Company’s Senior Secured Notes (the “Notes”), issued or to be issued to the Secured Party pursuant and subject to the terms of the Securities Purchase Agreement, dated as of the date hereof, between the Debtor and the Secured Party (the “Purchase Agreement”), and its endorsees, transferees and assigns.
ContractNeoprobe Corp • January 2nd, 2008 • Surgical & medical instruments & apparatus • New York
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.
ContractSecurities Purchase Agreement • January 2nd, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 2nd, 2008 • Neoprobe Corp • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 26, 2007, by and among Neoprobe Corporation, a Delaware corporation (the “Company”), and Platinum-Montaur Life Sciences, LLC (the “Purchaser”).
NEOPROBE CORPORATION AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • January 2nd, 2008 • Neoprobe Corp • Surgical & medical instruments & apparatus • Ohio
This Amendment (“Amendment”) is made as of December 26, 2007, to the 10% Convertible Note Purchase Agreement, dated June 29, 2007 (the “Agreement”), 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”). Capitalized terms not otherwise defined herein shall have the respective meanings defined in the Agreement.
ContractNeoprobe Corp • January 2nd, 2008 • 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.
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENTPatent, Trademark • January 2nd, 2008 • Neoprobe Corp • Surgical & medical instruments & apparatus • New York
THIS PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (this “Agreement”) is entered into as of this 26th day of December 2007, by and among NEOPROBE CORPORATION, a Delaware corporation (the “Company”), CARDIOSONIX LTD., a corporation organized under the laws of the State of Israel (“Cardiosonix”), and CIRA BIOSCIENCES INC., a Delaware corporation (“Cira” and jointly and severally with the Company and Cardiosonix, the “Pledgor”), each with its principle address at 425 Metro Place North, Suite 300, Dublin, Ohio 43017-1367, and Platinum-Montaur Life Sciences, LLC (the “Lender”).
SECURITY AGREEMENTSecurity Agreement • January 2nd, 2008 • Neoprobe Corp • Surgical & medical instruments & apparatus • Ohio
THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of December 26, 2007 by and between Neoprobe Corporation, a Delaware corporation qualified to do business in the State of Ohio, with principal offices located at 425 Metro Place North, Dublin, Ohio 43017 (“Debtor”), 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 “Secured Party,” and collectively the “Secured Parties”).
SERIES WV07 WARRANT TO PURCHASE NO. 007 500,000 SHARES OF COMMON STOCKNeoprobe Corp • January 2nd, 2008 • 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 June 29, 2007, as amended by an amendment dated December 26, 2007, as the same may be further amended, modified or su
ContractNeoprobe Corp • January 2nd, 2008 • Surgical & medical instruments & apparatus • New York
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.
ContractNeoprobe Corp • January 2nd, 2008 • 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 2nd, 2008 • Neoprobe Corp • Surgical & medical instruments & apparatus • Delaware
This SECURITIES PURCHASE AGREEMENT dated as of December 26, 2007 (this “Agreement”) by and among Neoprobe Corporation, a Delaware corporation (the “Company”), and Platinum-Montaur Life Sciences, LLC, a Delaware limited liability company (the “Purchaser”).
