EX-10.7



 




Exhibit 10.7




REGISTRATION RIGHTS AGREEMENT




     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”).



     This Agreement is being entered into pursuant to the Securities Purchase Agreement dated as of
the date hereof among the Company and the Purchaser (the “Purchase Agreement”).



     The Company and the Purchaser hereby agree as follows:



     1. Definitions.



     Capitalized terms used and not otherwise defined herein shall have the meanings given such
terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the
following meanings:



     “Advice” shall have meaning set forth in Section 3(m).



     “Affiliate” means, with respect to any Person, any other Person that directly or
indirectly controls or is controlled by or under common control with such Person. For the purposes
of this definition, “control,” when used with respect to any Person, means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or otherwise; and the
terms of “affiliated,” “controlling” and “controlled” have meanings
correlative to the foregoing.



     “Board” shall have meaning set forth in Section 3(n).



     “Business Day” means any day except Saturday, Sunday and any day which shall be a
legal holiday or a day on which banking institutions in the state of New York generally are
authorized or required by law or other government actions to close.



     “Closing Date” means the date of the initial closing of the purchase and sale of
securities to the Purchaser pursuant to the Purchase Agreement.



     “Commission” means the Securities and Exchange Commission.



     “Common Stock” means the Company’s Common Stock, par value $.001 per share.



     “Effectiveness Period” shall have the meaning set forth in Section 2(a).



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Filing Date” means the sixtieth (60th) day following the Closing Date.



 









 





     “Holder” or “Holders” means the holder or holders, as the case may be, from
time to time of Registrable Securities, including the Purchaser and its successors and assigns.



     “Indemnified Party” shall have the meaning set forth in Section 5(c).



     “Indemnifying Party” shall have the meaning set forth in Section 5(c).



     “Losses” shall have the meaning set forth in Section 5(a).



     “Notes” means the Series A Note and the Series B Note issued or to be issued to the
Purchaser pursuant to the Purchase Agreement.



     “Person” means an individual or a corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or political subdivision thereof) or other entity of any kind.



     “Preferred Shares” means the Series A Preferred Stock of the Company issued to the
Purchaser pursuant to the Purchase Agreement.



     “Proceeding” means an action, claim, suit, investigation or proceeding (including,
without limitation, an investigation or partial proceeding, such as a deposition), whether
commenced or threatened.



     “Prospectus” means the prospectus included in the Registration Statement (including,
without limitation, a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by the Registration
Statement, and all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference in such Prospectus.



     “Registrable Securities” means (A) the shares of Common Stock issuable upon conversion
of the Preferred Shares and the Notes, (B) the shares of Common Stock issuable upon exercise of the
Warrants and (c) shares of Common Stock issuable as dividends on the Preferred Shares or as
interest on the Notes; provided, that, such securities shall cease to be Registrable Securities
when such securities may be sold by the Holder pursuant to Rule 144 under the Securities Act
(without regard to volume limitations or any other condition of such Rule, including the
availability of current public information with respect to the Company).



     “Registration Statement” means the registration statements and any additional
registration statements contemplated by Section 2(a) and 2(b), including (in each case) the
Prospectus, amendments and supplements to such registration statement or Prospectus, including pre-
and post-effective amendments, all exhibits thereto, and all material incorporated by reference in
such registration statement.



 









 





     “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.



     “Rule 158” means Rule 158 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.



     “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.



     “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Warrants” means the warrants to purchase shares of Common Stock issued to the Holders
pursuant to the Purchase Agreement.



     2. Resale Registration.



          (a) 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. The Registration Statement shall
be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable
Securities on Form SB-2, in which case such registration shall be on another appropriate form in
accordance with the Securities Act and the rules promulgated thereunder). The Company shall (i)
not permit any securities other than the Registrable Securities to be included in the Registration
Statement and (ii) subject to Section 2(b), use its best efforts to cause the Registration
Statement to be declared effective under the Securities Act as promptly as possible after the
filing thereof, and to keep such Registration Statement continuously effective under the Securities
Act until such date as is the earlier of (x) the date when all Registrable Securities covered by
such Registration Statement have been sold or (y) the date on which the Registrable Securities may
be sold without any restriction pursuant to Rule 144 (including any restriction on the availability
of current public information with respect to the Company) as determined by the counsel to the
Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such
effect (the “Effectiveness Period”). If at any time and for any reason, an additional
Registration Statement is required to be filed because at such time the actual number of shares of
Common Stock into which the Notes, Preferred Shares and the Warrants are exercisable or convertible
has increased, the Company shall have thirty-five (35) days to file such additional Registration
Statement, and the Company shall use its best efforts to cause such additional Registration
Statement to be declared effective by the Commission as soon as possible.



          (b) Notwithstanding anything to the contrary set forth herein, in the event the Commission
does not permit the Company to register all of the Registrable Securities in the



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Registration Statement because of the Commission’s application of Rule 415 as evidenced in a
comment letter from the Commission with respect to the Registration Statement, the Company
shall register in the Registration Statement such number of Registrable Securities as is permitted
by the Commission, provided, however, that the securities to be included in such Registration
Statement or any subsequent Registration Statement shall be determined in the following order: (i)
first, the Registrable Securities issuable upon conversion of the Notes and Preferred Shares; (ii)
second, the Registrable Securities issuable upon exercise of the Warrants (in each case of (i) and
(ii) above, pro rata among the Holders based on the amount of Registrable Securities held by such
Holders); (iii), third, the Registrable Securities issuable as interest or dividends on the Notes
and the Preferred Shares; and (iv) fourth, any other securities required to be included in the
Registration Statement. In the event the Commission does not permit the Company to register all of
the Registrable Securities in the initial Registration Statement, the Company shall use its best
efforts to file subsequent Registration Statements to register the Registrable Securities that were
not registered in the initial Registration Statement as promptly as possible, and, in any event, by
the Filing Date, and in a manner permitted by the Commission, and use its best efforts to cause
such subsequent Registration Statements to be declared effective. For purposes of a subsequent
filing under this paragraph, “Filing Date” means with respect to each subsequent Registration
Statement filed pursuant hereto, as promptly as practicable, but in no event more than 15 days
after the later of (i) sixty (60) days following the sale of substantially all of the Registrable
Securities, determined, to the extent permitted by the Commission, on a per holder (and its
affiliates) basis, included in the initial Registration Statement or any subsequent Registration
Statement and (ii) six (6) months following the effective date of the initial Registration
Statement or any subsequent Registration Statement, as applicable, or such earlier date as
permitted by the Commission. Such subsequent Registration Statement shall be subject to the terms
of this Agreement as a Registration Statement under Section 2 hereof.




     3. Registration Procedures.



     In connection with the Company’s registration obligations hereunder, the Company shall:



          (a) Prepare and file with the Commission on or prior to the Filing Date, a Registration
Statement on Form SB-2 (or if the Company is not then eligible to register for resale the
Registrable Securities on Form SB-2 such registration shall be on another appropriate form in
accordance with the Securities Act and the rules promulgated thereunder) in accordance with the
method or methods of distribution thereof as specified by the Holders (except if otherwise directed
by the Holders), and use its reasonable best efforts to cause the Registration Statement to become
effective and remain effective as provided herein; provided, however, that not less
than five (5) Business Days prior to the filing of the Registration Statement or any related
Prospectus or any amendment or supplement thereto (including any document that would be
incorporated therein by reference), the Company shall (i) furnish to the Holders or their counsel
copies of all such documents proposed to be filed, which documents (other than those incorporated
by reference) will be subject to the review of such Holders, and (ii) cause its officers and
directors, counsel and independent certified public accountants to respond to such inquiries as
shall be necessary, in the reasonable opinion of the Holders, to conduct a reasonable investigation
within the meaning of the Securities Act. The Company shall not file the Registration Statement or
any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of
the Registrable Securities shall reasonably object in writing within three (3) Business Days of
their receipt thereof.



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          (b) (i) Prepare and file with the Commission such amendments, including post-effective
amendments, to the Registration Statement as may be necessary to keep the Registration Statement
continuously effective as to the applicable Registrable Securities for the Effectiveness Period and
prepare and file with the Commission such additional Registration Statements as necessary in order
to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the
related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later
than ten (10) Business Days, to any comments received from the Commission with respect to the
Registration Statement or any amendment thereto and as promptly as possible provide the Holders
true and complete copies of all correspondence from and to the Commission relating to the
Registration Statement; and (iv) comply in all material respects with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities
covered by the Registration Statement during the applicable period in accordance with the intended
methods of disposition by the Holders thereof set forth in the Registration Statement as so amended
or in such Prospectus as so supplemented.



          (c) Notify the Holders of Registrable Securities to be sold as promptly as possible (and, in
the case of (i)(A) below, not less than five (5) days prior to such filing) and (if requested by
any such Person) confirm such notice in writing no later than one (1) Business Day following the
day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the
Registration Statement is filed; (B) when the Commission notifies the Company whether there will be
a “review” of such Registration Statement and whenever the Commission comments in writing on such
Registration Statement and (C) with respect to the Registration Statement or any post-effective
amendment, when the same has become effective; (ii) of any request by the Commission or any other
Federal or state governmental authority for amendments or supplements to the Registration Statement
or Prospectus or for additional information; (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement covering any or all of the
Registrable Securities or the initiation of any Proceedings for that purpose; (iv) if at any time
any of the representations and warranties of the Company contained in any agreement contemplated
hereby ceases to be true and correct in all material respects; (v) of the receipt by the Company of
any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose; and (vi) of the occurrence of any event that
makes any statement made in the Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires
any revisions to the Registration Statement, Prospectus or other documents so that, in the case of
the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.



          (d) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of, (i) any order suspending the effectiveness of the Registration Statement or (ii)



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any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.




          (e) If requested by the Holders of a majority in interest of the Registrable Securities, (i)
promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration
Statement such information as the Company reasonably agrees should be included therein and (ii)
make all required filings of such Prospectus supplement or such post-effective amendment as soon as
practicable after the Company has received notification of the matters to be incorporated in such
Prospectus supplement or post-effective amendment.



          (f) Furnish to each Holder, without charge, at least one conformed copy of each Registration
Statement and each amendment thereto, including financial statements and schedules, all documents
incorporated or deemed to be incorporated therein by reference, and all exhibits to the extent
requested by such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission.



          (g) Promptly deliver to each Holder, without charge, as many copies of the Prospectus or
Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such
Persons may reasonably request; and the Company hereby consents to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Holders in connection with the offering
and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement
thereto.



          (h) Prior to any public offering of Registrable Securities, use its reasonable best efforts to
register or qualify or cooperate with the selling Holders in connection with the registration or
qualification (or exemption from such registration or qualification) of such Registrable Securities
for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United
States as any Holder requests in writing, to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by a Registration Statement; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it is not then
so qualified or to take any action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or subject the Company to any material tax in any such
jurisdiction where it is not then so subject.



          (i) Cooperate with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold pursuant to a Registration Statement,
which certificates shall be free of all restrictive legends (provided that the issuance of such
unlegended certificates is in compliance with applicable securities laws), and to enable such
Registrable Securities to be in such denominations and registered in such names as any Holder may
request in writing at least two (2) Business Days prior to any sale of Registrable Securities.



          (j) Upon the occurrence of any event contemplated by Section 3(c)(vi), as promptly as
possible, prepare a supplement or amendment, including a post-effective amendment, to the
Registration Statement or a supplement to the related Prospectus or any document incorporated or
deemed to be incorporated therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such



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Prospectus will contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.




          (k) Use its reasonable best efforts to cause all Registrable Securities relating to the
Registration Statement to be listed, traded or quoted, as the case may be, on the OTC Bulletin
Board or any other securities exchange, quotation system or market, if any, on which similar
securities issued by the Company are then listed, traded or quoted as and when required pursuant to
the Purchase Agreement and the Notes.



          (l) Comply in all material respects with all applicable rules and regulations of the
Commission and make generally available to its security holders earning statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 not later than 45 days after the end
of any 3-month period (or 75 days after the end of any 12-month period if such period is a fiscal
year) commencing on the first day of the first fiscal quarter of the Company after the effective
date of the Registration Statement, which statement shall conform to the requirements of Rule 158.



          (m) The Company may require each Holder to furnish to the Company in writing information
regarding such Holder, the Registrable Securities held by such Holder and the intended manner of
distribution of such Registrable Securities as is required by law to be disclosed in the
Registration Statement, and the Company may exclude from such registration the Registrable
Securities of any such Holder who unreasonably fails to furnish such information within a
reasonable time after receiving such request.



     If the Registration Statement refers to any Holder by name or otherwise as the holder of any
securities of the Company, then such Holder shall have the right to require (if such reference to
such Holder by name or otherwise is not required by the Securities Act or any similar federal
statute then in force) the deletion of the reference to such Holder in any amendment or supplement
to the Registration Statement filed or prepared subsequent to the time that such reference ceases
to be required.



     Each Holder covenants and agrees that (i) it will not sell any Registrable Securities under
the Registration Statement until it has received copies of the Prospectus as then amended or
supplemented as contemplated in Section 3(g) and notice from the Company that such Registration
Statement and any post-effective amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will comply with the
prospectus delivery requirements of the Securities Act as applicable to them in connection with
sales of Registrable Securities pursuant to the Registration Statement.



     Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a
notice from the Company of the occurrence of any event of the kind described in Section 3(c)(ii),
3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or 3(n), such Holder will forthwith discontinue disposition
of such Registrable Securities under the Registration Statement until such Holder’s receipt of the
copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section
3(j), or until it is advised in writing (the “Advice”) by the Company that the use of the
applicable Prospectus may be resumed, and, in either case, has received copies of



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any additional or
supplemental filings that are incorporated or deemed to be incorporated by reference in such
Prospectus or Registration Statement.




          (n) If (i) there is material non-public information regarding the Company which the Company’s
Board of Directors (the “Board”) reasonably determines not to be in the Company’s best
interest to disclose and which the Company is not otherwise required to
disclose, or (ii) there is a significant business opportunity (including, but not limited to,
the acquisition or disposition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer or other similar transaction) available to the Company which
the Board reasonably determines not to be in the Company’s best interest to disclose, then the
Company may (x) postpone or suspend filing of a registration statement for a period not to exceed
thirty (30) consecutive days or (y) postpone or suspend effectiveness of a registration statement
for a period not to exceed thirty (30) consecutive days; provided that the Company may not postpone
or suspend effectiveness or filing of a registration statement under this Section 3(n) for more
than sixty (60) days in the aggregate during any three hundred sixty (360) day period;
provided, however, that no such postponement or suspension shall be permitted for
consecutive thirty (30) day periods arising out of the same set of facts, circumstances or
transactions.



     4. Registration Expenses.



     All fees and expenses incident to the performance of or compliance with this Agreement by the
Company, except as and to the extent specified in this Section 4, shall be borne by the Company
whether or not the Registration Statement is filed or becomes effective and whether or not any
Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and
filing fees (including, without limitation, fees and expenses (A) with respect to filings required
to be made with the OTC Bulletin Board and each other securities exchange or market on which
Registrable Securities are required hereunder to be listed, (B) with respect to filing fees
required to be paid to the National Association of Securities Dealers, Inc. and the NASD
Regulation, Inc. and (C) in compliance with state securities or Blue Sky laws (including, without
limitation, fees and disbursements of counsel for the Holders in connection with Blue Sky
qualifications of the Registrable Securities and determination of the eligibility of the
Registrable Securities for investment under the laws of such jurisdictions as the Holders of a
majority of Registrable Securities may designate)), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of printing
prospectuses if the printing of prospectuses is requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act
liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all
other Persons retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement, including, without limitation, the Company’s independent public
accountants (including the expenses of any comfort letters or costs associated with the delivery by
independent public accountants of a comfort letter or comfort letters). In addition, the Company
shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expense



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of any
annual audit, the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder.




     5. Indemnification.



          (a) Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors,
agents, brokers (including brokers who offer and sell Registrable Securities as
principal as a result of a pledge or any failure to perform under a margin call of Common
Stock), investment advisors and employees of each of them, each Person who controls any such Holder
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
officers, directors, agents and employees of each such controlling Person, to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses
(collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged
untrue statement of a material fact contained in the Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or
arising out of or relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in the light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that such Loss arises out of or is
based solely upon (i) an untrue or alleged untrue statement or omission or alleged omission made in
the Registration Statement or any Prospectus in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such Holder expressly for use therein, or
(ii) any statement or omission in any Prospectus that is corrected in any subsequent Prospectus
that was delivered to such Holder at least three business days prior to the pertinent sale or sales
by such Holder. The Company shall notify the Holders promptly of the institution, threat or
assertion of any Proceeding of which the Company is aware in connection with the transactions
contemplated by this Agreement.



          (b) Indemnification by Holders. Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act), and the directors, officers, agents and employees of such controlling Persons,
to the fullest extent permitted by applicable law, from and against all Losses (as determined by a
court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred,
arising solely out of or based solely upon any untrue statement of a material fact contained in the
Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or
based solely upon any omission of a material fact required to be stated therein or necessary to
make the statements therein (in the case of any Prospectus or form of prospectus or supplement
thereto, in the light of the circumstances under which they were made) not misleading, to the
extent, but only to the extent, that such untrue statement or omission is contained in any
information so furnished by such Holder or other Indemnifying Party to the Company specifically for
inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the
contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount
as does not exceed the net proceeds to such Holder as a result of the sale of Registrable
Securities pursuant to such Registration Statement.



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          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party promptly shall notify the Person from whom indemnity is sought (the
“Indemnifying Party) in writing, and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and
the payment of all fees and expenses incurred in connection with defense thereof; provided, that
the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that
it shall be finally determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) that such failure shall have materially adversely prejudiced
the Indemnifying Party.



     An Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; or (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel (which shall be reasonably acceptable
to the Indemnifying Party) that a conflict of interest is likely to exist if the same counsel were
to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified
Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the
defense thereof and such counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without
its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of
any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability on claims that are
the subject matter of such Proceeding.



     All fees and expenses reasonably incurred by the Indemnified Party in connection with such
Proceeding (including reasonable fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Proceeding in a manner not inconsistent with this
Section) shall be paid to the Indemnified Party, as incurred, within ten (10) Business Days of
written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined
that an Indemnified Party is not entitled to indemnification hereunder; provided, that the
Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and
expenses to the extent it is finally judicially determined that such Indemnified Party is not
entitled to indemnification hereunder).



          (d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party because of a failure or refusal of a governmental authority to
enforce such indemnification in accordance with its terms (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative benefits received by the Indemnifying



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Party on the one hand and the Indemnified Party on the other from the offering of the Notes, the
Preferred Shares and the Warrants. If, but only if, the allocation provided by the foregoing
sentence is not permitted by applicable law, the allocation of contribution shall be made in such
proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing
sentence but also the relative fault, as applicable, of the Indemnifying Party and Indemnified
Party in connection with the actions, statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission of a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission.
The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys’ or other reasonable fees or
expenses incurred by such party in connection with any Proceeding to the extent such party would
have been indemnified for such fees or expenses if the indemnification provided for in this Section
was available to such party in accordance with its terms. In no event shall any selling Holder be
required to contribute an amount under this Section 5(d) in excess of the net proceeds received by
such Holder upon sale of such Holder’s Registrable Securities pursuant to the Registration
Statement giving rise to such contribution obligation.




     The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.



     The indemnity and contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties. Notwithstanding
anything to the contrary contained herein, the Holders shall be liable under this Section 5(d) for
only that amount as does not exceed the net proceeds to such Holder as a result of the sale of
Registrable Securities pursuant to such Registration Statement.



     6. Rule 144. As long as any Holder owns any Registrable Securities, Notes, Preferred
Shares or Warrants, the Company covenants to timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by the Company after
the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns
any Registrable Securities, Notes, Preferred Shares or Warrants, if the Company is not required to
file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to
the Holders and make publicly available in accordance with Rule 144(c) promulgated under the
Securities Act annual and quarterly financial statements, together with a discussion and analysis
of such financial statements in form and substance substantially similar to those that would
otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange
Act, as well as any other information required thereby, in the time period that such filings would
have been required to have been made under the Exchange Act. The Company further covenants that it
will take such further action as any Holder may reasonably request all to the extent required from
time to time to enable such Person to sell the



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Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under
the Securities Act, including providing any legal opinions relating to such sale pursuant to Rule
144. Upon request of any Holder, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to whether it has complied with such requirements.




     7. Miscellaneous.



          (a) Remedies. In the event of a breach by the Company or by a Holder, of any of their
obligations under this Agreement, each Holder or the Company, as the case may be, in addition to
being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, will be entitled to specific performance of its rights under
this Agreement. The Company and each Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for specific performance in
respect of such breach, it shall waive the defense that a remedy at law would be adequate.



          (b) No Inconsistent Agreements. Neither the Company nor any of its subsidiaries has,
as of the date hereof entered into and currently in effect, nor shall the Company or any of its
subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. Except as disclosed in Schedule 3.3 of the
Purchase Agreement, neither the Company nor any of its subsidiaries has previously entered into any
agreement currently in effect granting any registration rights with respect to any of its
securities to any Person. Without limiting the generality of the foregoing, without the written
consent of the Holders of a majority of the then outstanding Registrable Securities, the Company
shall not grant to any Person the right to request the Company to register any securities of the
Company, under the Securities Act unless the rights so granted are subject in all respects to the
prior rights in full of the Holders set forth herein, and are not otherwise in conflict with the
provisions of this Agreement.



          (c) No Piggyback on Registrations. Neither the Company nor any of its security
holders (other than the Holders in such capacity pursuant hereto) may include securities of the
Company in the Registration Statement, and the Company shall not after the date hereof enter into
any agreement providing such right to any of its securityholders, unless the right so granted is
subject in all respects to the prior rights in full of the Holders set forth herein, and is not
otherwise in conflict with the provisions of this Agreement.



          (d) [RESERVED]



          (e) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Holders of three-fourths (3/4) of the Registrable Securities
outstanding.



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          (f) Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earlier of (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified for notice prior to 5:00 p.m., New York City
time, on a Business Day, (ii) the Business Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number specified for notice
later than 5:00 p.m., New York City time, on any date and earlier than 11:59 p.m., New York City
time, on such date, (iii) the Business Day following the date of mailing, if sent by nationally
recognized overnight courier service or (iv) actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be with respect to each Holder
at its address set forth under its name on Schedule I attached hereto, or with respect to
the Company, addressed to:



	 	 	 
	 

	 	Neoprobe Corporation
	 

	 	425 Metro Place North Suite 300
	 

	 	Dublin, OH 43017
	 

	 	Attn: David Bupp, President and CEO
	 

	 	Tel. No.: [ ]
	 

	 	Fax No.: (614) 793-7520
	with copies (which copies
	 	 
	shall not constitute notice
	 	 
	to the Company to):

	 	Porter, Wright, Morris & Arthur, LLP
	 

	 	41 South High Street, Suite 2800
	 

	 	Columbus, Ohio 43215
	 

	 	Telecopier No.: (614) 227-2100
	 

	 	Attention: William J. Kelly, Jr., Esq.





or to such other address or addresses or facsimile number or numbers as any such party may most
recently have designated in writing to the other parties hereto by such notice. Copies of notices
to the Holders shall be sent to Burak Anderson & Melloni, PLC, 30 Main Street, Burlington, Vermont,
Attention: Shane W. McCormack, Tel. No.: (802) 862-0500, Fax. No.: (802) 862-8176.




          (g) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns and shall inure to the benefit of
each Holder and its successors and assigns. The Company may not assign this Agreement or any of
its rights or obligations hereunder without the prior written consent of each Holder. Each Holder
may assign its rights hereunder in the manner and to the Persons as permitted under the Purchase
Agreement.



          (h) Assignment of Registration Rights. The rights of each Holder hereunder, including
the right to have the Company register for resale Registrable Securities in accordance with the
terms of this Agreement, shall be automatically assignable by each Holder to any transferee or
assignee of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing
with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment, (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written notice of (a)



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the name
and address of such transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned, (iii) following such transfer or assignment
the further disposition of such securities by the transferee or assignees is restricted under the
Securities Act and applicable state securities laws, (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee
agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v)
such transfer shall have been made in accordance with the applicable requirements of the Purchase
Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and
assigns.




          (i) Counterparts. This Agreement may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original and, all of which taken together shall
constitute one and the same Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with the same force
and effect as if such facsimile signature were the original thereof.



          (j) Governing Law; Jurisdiction. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving effect to any of the
conflicts of law principles which would result in the application of the substantive law of another
jurisdiction. This Agreement shall not be interpreted or construed with any presumption against
the party causing this Agreement to be drafted. The Company and the Holders agree that venue for
any dispute arising under this Agreement will lie exclusively in the state or federal courts
located in New York County, New York, and the parties irrevocably waive any right to raise forum
non conveniens or any other argument that New York is not the proper venue. The Company and the
Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state
of New York. The Company and the Holders consent to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing in this Section 7(j) shall affect or limit any right to serve
process in any other manner permitted by law. The Company and the Holders hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to the this Agreement
or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the
non-prevailing party. The parties hereby waive all rights to a trial by jury.



          (k) Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.



          (l) Severability. If any term, provision, covenant or restriction of this Agreement is
held to be invalid, illegal, void or unenforceable in any respect, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto shall use their
reasonable efforts to find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.



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          (m) Headings. The headings herein are for convenience only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.



          (n) Shares Held by the Company and its Affiliates. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Company or its Affiliates (other than any Holder or transferees or
successors or assigns thereof if such Holder is deemed to be an Affiliate solely by reason of its
holdings of such Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.



          (o) [Reserved].



          (p) Notwithstanding anything to the contrary herein, each party’s obligations and agreements
under Sections 2, 3 and 4 of this Agreement shall terminate on the earliest to occur of
(i) the date as of which the Holders may sell all of the Registrable Securities held by them
pursuant to Rule 144 (or successor thereto) promulgated under the 1933 Act (without compliance with
any volume limitation, current public information requirement or any manner of sale requirement
thereunder), or (ii) the date on which the Holders shall have sold all of the Registrable
Securities.



     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be
duly executed by their respective authorized persons as of the date first indicated above.



	 	 	 	 	 	 	 
	 	 	NEOPROBE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David C. Bupp	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: David C. Bupp	 	 
	 

	 	 	 	Title: President & CEO	 	 
	 
	 	 	 	 	 	 
	 	 	PLATINUM-MONTAUR LIFE SCIENCES, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Goldberg	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael Goldberg	 	 
	 

	 	 	 	Title: Portfolio Manager
	 	 






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Schedule I

List of Holders 




Platinum-Montaur Life Sciences, LLC

152 West 57th Street, 54th Floor,

New York, New York 10019

Attention: Michael Goldberg, M.D.





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