EX-10.6



 





Exhibit 10.6



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.




FORM OF SERIES Y WARRANT TO PURCHASE




SHARES OF COMMON STOCK




OF




NEOPROBE CORPORATION




Expires [•], 2013




			
	No.: Y -                    
	 	Number of Shares: [• ]1
	Date of Issuance: [• ], 2008	 	 






     FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, Neoprobe
Corporation, a Delaware corporation (together with its successors and assigns, the
“Issuer”), hereby certifies that Platinum-Montaur Life Sciences, LLC or its registered
assigns is entitled to subscribe for and purchase, during the period specified in this Warrant, up
to [•] ([•]) shares (subject to adjustment as hereinafter provided) of the duly
authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer, at an
exercise price per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used in this
Warrant and not otherwise defined herein shall have the respective meanings specified in Section 9
hereof.



     1. Term. The right to subscribe for and purchase shares of Warrant Stock represented
hereby shall commence on [• ], 2008 and shall expire at 5:00 p.m., Eastern Time, on [date 5
years after the Original Issue Date] (such period being the “Term”).



     2. Method of Exercise Payment; Issuance of New Warrant; Transfer and Exchange.



          (a) Time of Exercise. The purchase rights represented by this Warrant may be
exercised in whole or in part at any time and from time to time during the Term commencing on [day
after the Original Issue Date].




          (b) Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in
part, by the surrender of this Warrant (with the exercise form attached hereto duly executed) at
the principal office of the Issuer, and by the payment to the Issuer of an amount of consideration
therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number
of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at
such Holder’s election (i) by certified or official bank check or by wire transfer to an account
designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of
subsection (c) of this Section 2, but only when a registration statement under the Securities Act
providing for resale of all of the Warrant Stock is not then in effect, or (iii) by a combination
of the foregoing methods of payment selected by the Holder of this Warrant.




          (c) Cashless Exercise. Notwithstanding any provisions herein to the contrary and
commencing 6 months following the Original Issue Date, if (i) the Per Share Market Value of one
share of Common Stock is greater than the Warrant Price (at the date of calculation as set forth
below) and (ii) a registration statement under the Securities Act providing for the resale of all
of the Warrant Stock is not then in effect, in lieu of exercising this Warrant by payment of cash,
the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares
of Common






 




			
	1	 	100% of the number of shares that would be issuable
upon a full conversion of the Preferred Stock at the initial conversion price
of the Preferred Stock (without giving effect to Section 7 of the Certificate
of Designations).




 









 










Stock equal to an amount (as determined below) by surrender of this Warrant at the principal
office of the Issuer together with the properly endorsed Notice of Exercise in which event the
Issuer shall issue to the Holder a number of shares of Common Stock computed using the following
formula:




     



	 	 	 	 	 
	Where

	 	X =
	 	the number of shares of Common Stock to be issued to the Holder.
	 
	 	 	 	 
	 

	 	Y =
	 	the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a
portion of the Warrant is being exercised, the portion of the Warrant being exercised.
	 
	 	 	 	 
	 

	 	A =
	 	the Warrant Price.
	 
	 	 	 	 
	 

	 	B =
	 	the Per Share Market Value of one share of Common Stock.






          (d) Issuance of Stock Certificates. In the event of any exercise of the rights
represented by this Warrant in accordance with and subject to the terms and conditions hereof, (i)
certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise
and delivered to the Holder hereof within a reasonable time, not exceeding three (3) Trading Days
after such exercise (the “Delivery Date”) or, at the request of the Holder, issued and
delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the
Deposit Withdrawal Agent Commission System (“DWAC”) within a reasonable time, not exceeding
three (3) Trading Days after such exercise, and the Holder hereof shall be deemed for all purposes
to be the Holder of the shares of Warrant Stock so purchased as of the date of such exercise, and
(ii) unless this Warrant has expired, a new Warrant representing the number of shares of Warrant
Stock, if any, with respect to which this Warrant shall not then have been exercised (less any
amount thereof which shall have been canceled in payment or partial payment of the Warrant Price as
hereinabove provided) shall also be issued to the Holder hereof at the Issuer’s expense within such
time.




          (e) Transferability of Warrant. Subject to Section 2(g), this Warrant may be
transferred by a Holder without the consent of the Issuer. If transferred pursuant to this
paragraph, this Warrant may be transferred on the books of the Issuer by the Holder hereof in
person or by the Holder’s duly authorized attorney, upon surrender of this Warrant at the principal
office of the Issuer, properly endorsed (by the Holder executing an assignment in the form attached
hereto) and upon payment of any necessary transfer tax or other governmental charge imposed upon
such transfer. This Warrant is exchangeable at the principal office of the Issuer for Warrants for
the purchase of the same aggregate number of shares of Warrant Stock, each new Warrant to represent
the right to purchase such number of shares of Warrant Stock as the Holder hereof shall designate
at the time of such exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the number of shares of
Warrant Stock issuable pursuant hereto.




          (f) Continuing Rights of Holder. The Issuer will, at the time of or at any time after
each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing the
extent, if any, of its continuing obligation to afford to such Holder all rights to which such
Holder shall continue to be entitled after such exercise in accordance with the terms of this
Warrant, provided, however, that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such rights to such
Holder.




          (g) Compliance with Securities Laws.





          (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely
for the Holder’s own account and not as a nominee for any other party, and for investment,
and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares
of Warrant Stock to be issued upon exercise hereof except pursuant to an effective
registration statement, or an exemption from registration, under the Securities Act and any
applicable state securities laws.




          (ii) Except as provided in paragraph (iii) below, this Warrant and all certificates
representing shares of



2









 








Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend
in substantially the following form:




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.




          (iii) The restrictions imposed by this subsection (g) upon the transfer of this Warrant
or the shares of Warrant Stock to be purchased upon exercise hereof shall terminate (A) when
such securities shall have been resold pursuant to an effective registration statement under
the Securities Act, (B) upon the Issuer’s receipt of an opinion of counsel, in form and
substance reasonably satisfactory to the Issuer, addressed to the Issuer to the effect that
such restrictions are no longer required to ensure compliance with the Securities Act and
state securities laws or (C) upon the Issuer’s receipt of other evidence reasonably
satisfactory to the Issuer that such registration and qualification under the Securities Act
and state securities laws are not required. Whenever such restrictions shall cease and
terminate as to any such securities, the Holder thereof shall be entitled to receive from
the Issuer (or its transfer agent and registrar), without expense (other than applicable
transfer taxes, if any), new Warrants (or, in the case of shares of Warrant Stock, new stock
certificates) of like tenor not bearing the applicable legend required by paragraph (ii)
above relating to the Securities Act and state securities laws.



          (h) Buy In. In addition to any other rights available to the Holder, if the Issuer
fails to cause its transfer agent to transmit to the Holder a certificate or certificates
representing the Warrant Stock pursuant to an exercise on or before the Delivery Date, and if after
such date the Holder is required by its broker to purchase (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the
Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase
price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer
was required to deliver to the Holder in connection with the exercise at issue times, (B) the price
at which the sell order giving rise to such purchase obligation was executed, and (2) at the option
of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of
Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares
of Common Stock that would have been issued had the Issuer timely complied with its exercise and
delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of
Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under
clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder
$1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the
Holder in respect of the Buy-In, together with applicable confirmations and other evidence
reasonably requested by the Issuer. Nothing herein shall limit a Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief with respect to the Issuer’s failure to
timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as
required pursuant to the terms hereof.




     3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.



          (a) Stock Fully Paid. The Issuer represents, warrants, covenants and agrees that all
shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise
hereunder will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable
and free from all taxes, liens and charges created by or through Issuer. The Issuer further
covenants and agrees that during the period within which this Warrant may be exercised, the Issuer
will at all times have authorized and reserved for the purpose of the issue upon exercise of this
Warrant a number of shares of Common Stock equal to the aggregate number of shares of Common Stock
exercisable hereunder to provide for the exercise of this Warrant (without regard to limitations on
exercisability set forth in Section 8).




          (b) Reservation. If any shares of Common Stock required to be reserved for issuance
upon exercise of this




3









 







Warrant or as otherwise provided hereunder require registration or
qualification with any governmental authority under any federal or state law before such shares may
be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at
its expense to cause such shares to be duly registered or qualified. If the Issuer shall list any
shares of Common Stock on any securities exchange or market it will, at its expense, list thereon,
maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to
time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent
permissible under the applicable securities exchange’s rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed.
The Issuer will also so list on each securities exchange or market, and will maintain such listing
of, any other securities which the Holder of this Warrant shall be entitled to receive upon the
exercise of this Warrant if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.




          (c) Covenants. Until the sooner to occur of the full exercise of this Warrant or the
end of the Term, except and to the extent as waived or consented to by the Holder, the Issuer shall
not by any action, including, without limitation, amending its Certificate of Incorporation or
By-Laws or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant against impairment or
dilution. Without limiting the generality of the foregoing, the Issuer will (a) not increase the
par value of any Warrant Stock above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (b) take all such action as may be necessary or appropriate in
order that the Issuer may validly and legally issue fully paid and nonassessable Warrant Stock upon
the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof
as may be necessary to enable the Issuer to perform its obligations under this Warrant.




          (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence satisfactory to the
Issuer of the ownership of and the loss, theft, destruction or mutilation of any Warrant and, in
the case of any such loss, theft or destruction, upon receipt of indemnity or security satisfactory
to the Issuer or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated
Warrant, a new Warrant of like tenor and representing the right to purchase the same number of
shares of Common Stock.




     4. Adjustment of Warrant Price and Warrant Share Number. The number of shares of
Common Stock for which this Warrant is exercisable, and the price at which such shares may be
purchased upon exercise of this Warrant, shall be subject to adjustment from time to time as set
forth in this Section 4. The Issuer shall give the Holder notice of any event described below which
requires an adjustment pursuant to this Section 4 in accordance with Section 5. Notwithstanding
any adjustment hereunder, at no time shall the Warrant Price be greater than [the initial Warrant
Price ] per share, except if it is adjusted pursuant to Section 4(b)(iii).



          (a) Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale.





               (i) In case the Issuer after the Original Issue Date shall do any of the following
(each, a “Triggering Event”): (a) consolidate with or merge into any other Person
and the Issuer shall not be the continuing or surviving corporation of such consolidation or
merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the
Issuer shall be the continuing or surviving Person but, in connection with such
consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged
for Securities of any other Person or cash or any other property, or (c) transfer all or
substantially all of its properties or assets to any other Person, or (d) effect a capital
reorganization or reclassification of its Capital Stock, then, and in the case of each such
Triggering Event, proper provision shall be made so that, upon the basis and the terms and
in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon
the exercise hereof at any time after the consummation of such Triggering Event, to the
extent this Warrant is not exercised prior to such Triggering Event, to receive at the
Warrant Price in effect at the time immediately prior to the consummation of such Triggering
Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such
Triggering Event, the Securities, cash and property to which such Holder would have been
entitled upon the consummation of such Triggering Event if such Holder had exercised the
rights represented by this Warrant
(without giving effect to the limitations on exercise set forth in Section 8 hereof)
immediately prior thereto (including the right to elect the type of consideration, if
applicable), subject to adjustments (subsequent to such



4









 






corporate action) as nearly
equivalent as possible to the adjustments provided for elsewhere in this Section 4. Unless
the surviving entity in any such Triggering Event is subject to the reporting requirements
under Sections 13 or 15(d) the Securities Exchange Act of 1934, the common equity securities
of which are traded or quoted on a national securities exchange or the OTC Bulletin Board (a
“Qualifying Entity”), the Holder, at its option, shall be permitted to require that
the Company pay to the Holder an amount equal to the Black-Scholes value of this Warrant.




               (ii) Notwithstanding anything contained in this Warrant to the contrary and so long as
the surviving entity is a Qualifying Entity, the Issuer will not be deemed to have effected
any Triggering Event if, prior to the consummation thereof, each Person (other than the
Issuer) which may be required to deliver any Securities, cash or property upon the exercise
of this Warrant as provided herein shall assume, by written instrument delivered to the
Holder of this Warrant and reasonably satisfactory to the Holder, (A) the obligations of the
Issuer under this Warrant (and if the Issuer shall survive the consummation of such
Triggering Event, such assumption shall be in addition to, and shall not release the Issuer
from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to
deliver to such Holder such shares of Securities, cash or property as, in accordance with
the foregoing provisions of this subsection (a), such Holder shall be entitled to receive,
and such Person shall have similarly delivered to such Holder, an opinion of counsel for
such Person, which shall be reasonably satisfactory to the Holder, stating that this Warrant
shall thereafter continue in full force and effect and the terms hereof (including, without
limitation, all of the provisions of this subsection (a)) shall be applicable to the
Securities, cash or property which such Person may be required to deliver upon any exercise
of this Warrant or the exercise of any rights pursuant hereto.



          (b) Stock Dividends, Subdivisions and Combinations. If at any time the Issuer shall:




               (i) set a record date or take a record of the holders of its Common Stock for the
purpose of entitling them to receive a dividend payable in, or other distribution of, shares
of Common Stock,




               (ii) subdivide its outstanding shares of Common Stock into a larger number of shares of
Common Stock, or




               (iii) combine its outstanding shares of Common Stock into a smaller number of shares of
Common Stock,


then (1) the number of shares of Common Stock for which this Warrant is exercisable immediately
after the occurrence of any such event shall be adjusted to equal the number of shares of Common
Stock which a record holder of the same number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the occurrence of such event (without giving effect to the
limitations on exercise set forth in Section 8 hereof) would own or be entitled to receive after
the happening of such event, and (2) the Warrant Price then in effect shall be adjusted to equal
(A) the Warrant Price then in effect multiplied by the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to the adjustment (without giving effect to the
limitations on exercise set forth in Section 8 hereof) divided by (B) the number of shares of
Common Stock for which this Warrant is exercisable immediately after such adjustment (without
giving effect to the limitations on exercise set forth in Section 8 hereof).




          (c) Certain Other Distributions. If at any time the Issuer shall set a record date or
take a record of the holders of its Common Stock for the purpose of entitling them to receive any
dividend or other distribution of:





               (i) cash (other than a cash dividend payable out of earnings or earned surplus legally
available for the payment of dividends under the laws of the jurisdiction of incorporation
of the Issuer),




               (ii) any evidences of its indebtedness, any shares of stock of any class or any other
securities or property of any nature whatsoever (other than cash, Common Stock Equivalents,
Additional Shares of Common Stock or Permitted Issuances), or




               (iii) any warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any
            shares of stock of any class or any other securities or property of any nature
whatsoever (other than cash, Common Stock Equivalents, Additional Shares of Common Stock or
Permitted Issuances),



5









 




then (1) the number of shares of Common Stock for which this Warrant is exercisable shall be
adjusted to equal the product of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such adjustment (without giving effect to the limitations on
exercise set forth in Section 8 hereof) multiplied by a fraction (A) the numerator of which shall
be the Per Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount allocable to one share
of Common Stock of any such cash so distributable and of the fair value (as determined in good
faith by the Board of Directors of the Issuer and supported by an opinion from an investment
banking firm reasonably acceptable to the Holder) of any and all such evidences of indebtedness,
shares of stock, other securities or property or warrants or other subscription or purchase rights
so distributable, and (2) the Warrant Price then in effect shall be adjusted to equal (A) the
Warrant Price then in effect multiplied by the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to the adjustment (without giving effect to the
limitations on exercise set forth in Section 8 hereof) divided by (B) the number of shares of
Common Stock for which this Warrant is exercisable immediately after such adjustment (without
giving effect to the limitations on exercise set forth in Section 8 hereof). A reclassification of
the Common Stock (other than a change in par value, or from par value to no par value or from no
par value to par value) into shares of Common Stock and shares of any other class of stock shall be
deemed a distribution by the Issuer to the holders of its Common Stock of such shares of such other
class of stock within the meaning of this Section 4(c) and, if the outstanding shares of Common
Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such
reclassification, such change shall be deemed a subdivision or combination, as the case may be, of
the outstanding shares of Common Stock within the meaning of Section 4(b).




          (d) Issuance of Additional Shares of Common Stock.





               (i) In the event the Issuer shall at any time following the Original Issue Date issue
any Additional Shares of Common Stock (otherwise than as provided in the foregoing
subsections (a) through (c) of this Section 4), at a price per share less than the Warrant
Price then in effect or without consideration, then the Warrant Price upon each such
issuance shall be adjusted to the price equal to the price determined by multiplying the
Warrant Price then in effect by a fraction (A) the numerator of
which is the total number of shares of Common Stock then outstanding immediately prior to the time of such issuance (or
deemed issuance) plus the number of shares of Common Stock which the aggregate consideration
received or to be received by the Company for the shares so issued (or deemed issued) would
purchase at such Warrant Price, and (B) the denominator of which
is the total number of shares of Common Stock then outstanding plus the number of shares of Common Stock so issued
(or deemed issued). Notwithstanding the foregoing, there shall be no adjustment to the
Warrant Price upon any issuance or deemed issuance of Common Stock if the holders of a
majority of the outstanding Series A Preferred Stock waive in writing such adjustment.




               (ii) No adjustment of the Warrant Price shall be made under paragraph (i) of Section
4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to
the exercise or conversion of any Common Stock Equivalents if any such adjustment shall
previously have been made upon the issuance of such Common Stock Equivalents, or upon the
issuance of any warrant or other rights therefor pursuant to Sections 4(e) or 4(f), or in
connection with any Permitted Issuances.



          (e) [reserved]




          (f) Issuance of Common Stock Equivalents. If at any time prior the Issuer shall take a
record of the Holders of its Common Stock for the purpose of entitling them to receive a
distribution of, or shall in any manner (whether directly or by assumption in a merger in which the
Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents, whether or not
the rights to exchange or convert thereunder are immediately exercisable, and the Common Stock
Equivalent Consideration (hereafter defined) per share for which Common Stock is issuable upon such
conversion or exchange shall be less than the Warrant Price in effect immediately prior to the time
of such issue or sale, or if, after any such issuance of Common Stock Equivalents, the price per
share for which Additional Shares of Common Stock may be issuable thereafter is amended or
adjusted, and such price as so amended shall be less than the applicable Warrant Price in effect at
the time of such amendment or adjustment, then the Warrant Price then
in effect immediately prior to the time of such issue or sale, shall upon each such issuance or sale be
adjusted as provided Section 4(d)(i), with the maximum number of shares of Common Stock issuable
upon conversion or exercise of such Common Stock Equivalents being deemed to have be issued or sold
by the Company at the time of issuance or sale of such Common Stock Equivalents. For purposes of
this Section 4(f), the “price per share for which Additional Shares of





6









 










Common Stock is issuable”
shall be determined by dividing (X) the total amount received or receivable by the Company as
consideration for the issue or sale of such Common Stock Equivalents, plus the minimum aggregate
amount of additional consideration, if any, payable to the Company upon the conversion or exercise
thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or
exercise of all such Common Stock Equivalents. No further adjustment of the Warrant Price then in
effect shall be made under this Section 4(f) upon the issuance of any Common Stock Equivalents
which are issued pursuant to the exercise of any warrants or other subscription or purchase rights
therefor, if any such adjustment shall previously have been made upon the issuance of such warrants
or other rights pursuant to Section 4(e). No further adjustments of the Warrant Price then in
effect shall be made upon the actual issue of such Common Stock upon conversion or exchange of such
Common Stock Equivalents if adjustment shall have previously been made pursuant to this section. No
adjustments of the Warrant Price shall be made under this Section 4(f) in connection with any
Permitted Issuances.




          (g) Superseding Adjustment. If, at any time after any adjustment of the Warrant Price
then in effect shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any
issuance of warrants, other rights or Common Stock Equivalents, and (i) such warrants or other
rights, or the right of conversion or exchange in such other Common Stock Equivalents, shall
expire, and all or a portion of such warrants or other rights, or the right of conversion or
exchange with respect to all or a portion of such other Common Stock Equivalents, as the case may
be shall not have been exercised, or (ii) the consideration per share for which shares of Common
Stock are issuable pursuant to such Common Stock Equivalents, shall be increased solely by virtue
of provisions therein contained for an automatic increase in such consideration per share upon the
occurrence of a specified date or event, then for each outstanding Warrant such previous adjustment
shall be rescinded and annulled. Upon the occurrence of an event set forth in this Section 4(g)
above, there shall be a recomputation made of the effect of such Common Stock Equivalents on the
basis of: (i) treating the number of Additional Shares of Common Stock or other property, if any,
theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or
other rights or any such right of conversion or exchange, as having been issued on the date or
dates of any such exercise and for the consideration actually received and receivable therefor, and
(ii) treating any such Common Stock Equivalents which then remain outstanding as having been
granted or issued immediately after the time of such increase of the consideration per share for
which shares of Common Stock or other property are issuable under such Common Stock Equivalents;
whereupon a new adjustment of the Warrant Price then in effect shall be made, which new adjustment
shall supersede the previous adjustment so rescinded and annulled.




          (h) Purchase of Common Stock by the Issuer. If the Issuer at any time while this
Warrant is outstanding shall, directly or indirectly through a Subsidiary or otherwise, purchase,
redeem or otherwise acquire any shares of Common Stock at a price per share greater than the Per
Share Market Value, then the Warrant Price upon each such purchase, redemption or acquisition shall
be adjusted to that price determined by multiplying such Warrant Price by a fraction (i) the
numerator of which shall be the number of shares of Common Stock outstanding immediately prior to
such purchase, redemption or acquisition minus the number of shares of Common Stock which the
aggregate consideration for the total number of such shares of Common Stock so purchased, redeemed
or acquired would purchase at the Per Share Market Value; and (ii) the denominator of which shall
be the number of shares of Common Stock outstanding immediately after such purchase, redemption or
acquisition. For the purposes of this subsection (h), the date as of which the Per Share Market
Price shall be computed shall be the earlier of (x) the date on which the Issuer shall enter into a
firm contract for the purchase, redemption or acquisition of such Common Stock, or (y) the date of
actual purchase, redemption or acquisition of such Common Stock. For the purposes of this
subsection (h), a purchase, redemption or acquisition of a Common Stock Equivalent shall be deemed
to be a purchase of the underlying Common Stock, and the computation herein required shall be made
on the basis of the full exercise, conversion or exchange of such Common Stock Equivalent on the
date as of which such computation is required hereby to be made, whether or not such Common Stock
Equivalent is actually exercisable, convertible or exchangeable on such date.




          (i) Other Provisions Applicable to Adjustments under this Section. The following
provisions shall be applicable to the making of adjustments of the number of shares of Common Stock
for which this Warrant is exercisable and the Warrant Price then in effect provided for in this
Section 4:





               (i) Computation of Consideration. To the extent that any Additional Shares of Common
Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be
issued for cash consideration, the consideration received by the Issuer therefor shall be
the amount of the cash received by the Issuer therefor, or, if such Additional Shares of
Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the
subscription price, or, if such Additional Shares of Common Stock or Common Stock



7









 






Equivalents are sold to underwriters or dealers for public offering without a subscription
offering, the initial public offering price (in any such case subtracting any amounts paid
or receivable for accrued interest or accrued dividends and without taking into account any
compensation, discounts or expenses paid or incurred by the Issuer for and in the
underwriting of, or otherwise in connection with, the issuance thereof). To the extent that
such issuance shall be for a consideration other than cash, then, except as herein otherwise
expressly provided, the amount of such consideration shall be deemed to be the fair value of
such consideration at the time of such issuance as mutually determined in good faith by the
Board of Directors of the Issuer and the Majority Holders. The consideration for any
Additional Shares of Common Stock issuable pursuant to any warrants or other rights to
subscribe for or purchase the same shall be the consideration received by the Issuer for
issuing such warrants or other rights divided by the number of shares of Common Stock
issuable upon the exercise of such warrant or right plus the additional consideration
payable to the Issuer upon exercise of such warrant or other right for one share of Common
Stock (together the “Warrant Consideration”). The consideration for any Additional
Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall
be the consideration received by the Issuer for issuing such Common Stock Equivalent,
divided by the number of shares of Common Stock issuable upon the conversion or other
exercise of such Common Stock Equivalent, plus the additional consideration, if any, payable
to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock
Equivalent for one share of Common Stock (together the “Common Stock Equivalent
Consideration”). In case of the issuance at any time of any Additional Shares of Common
Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class
of stock other than Common Stock, the Issuer shall be deemed to have received for such
Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the
amount of such dividend so paid or satisfied.




               (ii) Adjustments of Number of Shares. In connection with an adjustment of the Warrant
Price pursuant to Sections (d), (e), (f), (g) and (h) of
this Section 4, the number of shares of Common Stock issuable hereunder shall be increased such that the aggregate Warrant
Price payable hereunder, after taking into account the decrease in the Exercise Price, shall
be equal to the aggregate Warrant Price prior to such adjustment.




               (iii) Fractional Interests. In computing adjustments under this Section 4, fractional
interests in Common Stock shall be taken into account to the nearest one one-hundredth
(1/100 th ) of a share.




               (iv) When Adjustment Not Required. If the Issuer shall take a record of the
holders of its Common Stock for the purpose of entitling them to receive a dividend or
distribution or subscription or purchase rights and shall, thereafter and before the
distribution to stockholders thereof, legally abandon its plan to pay or deliver such
dividend, distribution, subscription or purchase rights, then thereafter no adjustment shall
be required by reason of the taking of such record and any such adjustment previously made
in respect thereof shall be rescinded and annulled.



          (j) Form of Warrant after Adjustments. The form of this Warrant need not be changed
because of any adjustments in the Warrant Price or the number and kind of securities purchasable
upon exercise of this Warrant.




          (k) Escrow of Property. If after any property becomes distributable pursuant to this
Section 4 by reason of the taking of any record of the holders of Common Stock, but prior to the
occurrence of the event for which such record is taken, and the Holder exercises this Warrant, such
property shall be held in escrow for the Holder by the Issuer to be distributed to the Holder upon
and to the extent that the event actually takes place, upon payment of the then current Warrant
Price. Notwithstanding any other provision to the contrary herein, if the event for which such
record was taken fails to occur or is rescinded, then such escrowed property shall be returned to
the Issuer.




     5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share Number shall be
adjusted pursuant to Section 4 hereof (for purposes of this Section 5, each an “adjustment”), the
Issuer shall cause its Chief Financial Officer to prepare and execute a certificate setting forth,
in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated (including a description of
the basis on which the Board made any determination hereunder), and the Warrant Price and Warrant
Share Number after giving effect to such adjustment, and shall cause copies of such certificate to
be delivered to the Holder of this Warrant promptly after each adjustment. Any dispute between the
Issuer and the Holder of this Warrant with respect to the matters set forth in such certificate may
at the option of the Holder of this Warrant be submitted to one of the national accounting firms
currently



8









 




known as the “big four” selected by the Holder, provided, however, that the Issuer
shall have ten (10) days after receipt of notice from such Holder of its selection of such firm to
object thereto, in which case such Holder shall select another such firm and the Issuer shall have
no such right of objection. The firm selected by the Holder of this Warrant as provided in the
preceding sentence shall be instructed to deliver a written opinion as to such matters to the
Issuer and such Holder within thirty (30) days after submission to it of such dispute. Such opinion
shall be final and binding on the parties hereto.




     6. Fractional Shares. No fractional shares of Warrant Stock will be issued in
connection with any exercise hereof, but in lieu of such fractional shares, the Issuer shall at its
option either (a) make a cash payment therefor equal in amount to the product of the applicable
fraction multiplied by the Per Share Market Value then in effect or (b) issue one whole share in
lieu of such fractional share.



     7. [Reserved]



     8. Certain Exercise Restrictions.



          (a) Notwithstanding anything to the contrary set forth in this Warrant, at no time may a
holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued
pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned
by such holder at such time, the number of shares of Common Stock which would result in such holder
beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act
of 1934, as amended, and the rules thereunder) in excess of 4.99% of all of the Common Stock
outstanding at such time; provided, however, that upon a holder of this Warrant providing the
Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof) (the “Waiver
Notice”) that such holder would like to waive this Section 7(a) with regard to any or all
shares of Common Stock issuable upon exercise of this Warrant, this Section 7(a) will be of no
force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice;
provided, further, that this Section 8(a) shall be of no further force or effect during the
sixty-one (61) days immediately preceding the expiration of the term of this Warrant.




          (b) Notwithstanding anything to the contrary set forth in this Warrant, at no time may a
holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued
pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned
by such holder at such time, the number of shares of Common Stock which would result in such holder
beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act
of 1934, as amended, and the rules thereunder) in excess of 9.99% of all of the Common Stock
outstanding at such time; provided, however, that upon a holder of this Warrant providing the
Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof) (the “Waiver Notice”) that
such holder would like to waive this Section 8 with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 8 will be of no force or effect with regard to
all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this
Section 8(b) shall be of no further force or effect during the sixty-one (61) days immediately
preceding the expiration of the term of this Warrant.




     9. Definitions. For the purposes of this Warrant, the following terms have the
following meanings:



          “Additional Shares of Common Stock” means all shares of Common Stock issued by the
Issuer after the Original Issue Date, and all shares of any other Capital Stock of the Issuer of
any class which shall be authorized at any time after the date of this Warrant (other than Common
Stock) and which shall have the right to participate in the distribution of earnings and assets of
the Issuer without limitation as to amount, issued by the Issuer after the Original Issue Date,
except for Permitted Issuances.




          “Board” shall mean the Board of Directors of the Issuer.




          “Capital Stock” means and includes (i) any and all shares, interests, participations
or other equivalents of or
interests in (however designated) corporate stock, including, without limitation, shares of
preferred or preference stock, (ii) all partnership interests (whether general or limited) in any
Person which is a partnership, (iii) all membership interests or limited liability company
interests in any limited liability company, and (iv) all equity or ownership interests in any
Person of any other type.




          “Certificate of Incorporation” means the Certificate of Incorporation of the Issuer as
in effect on the




9









 







Original Issue Date, and as hereafter from time to time amended, modified,
supplemented or restated in accordance with the terms hereof and thereof and pursuant to applicable
law.




          “Closing Price” shall mean (i) the last trading price per share of the Common Stock on
such date on the OTC Bulletin Board or a registered national stock exchange on which the Common
Stock is then listed, or if there is no such price on such date, then the last trading price on
such exchange or quotation system on the date nearest preceding such date, or (ii) if the price of
the Common Stock is not then reported by the OTC Bulletin Board or a registered national securities
exchange, then the average of the “Pink Sheet” quotes for the relevant date, as reported by the
National Quotation Bureau, Inc., or (iii) if the Common Stock is not then publicly traded the fair
market value of a share of Common Stock as mutually determined by the Company and the Majority
Holders.




          “Common Stock” means the Common Stock, par value $.001 per share, of the Issuer and
any other Capital Stock into which such stock may hereafter be changed.




          “Common Stock Equivalent” means any Convertible Security or warrant, option or other
right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible
Security.




          “Common Stock Equivalent Consideration” has the meaning specified in Section 4(i)(i)
hereof.




          “Convertible Securities” means evidences of Indebtedness, shares of Capital Stock or
other Securities which are or may be at any time convertible into or exchangeable for Additional
Shares of Common Stock. The term “Convertible Security” means one of the Convertible Securities.




          “Governmental Authority” means any governmental, regulatory or self-regulatory entity,
department, body, official, authority, commission, board, agency or instrumentality, whether
federal, state or local, and whether domestic or foreign.




          “Holders” mean the Persons who shall from time to time own any Warrant. The term
“Holder” means one of the Holders.




          “Independent Appraiser” means a nationally recognized or major regional investment
banking firm or firm of independent certified public accountants of recognized standing (which may
be the firm that regularly examines the financial statements of the Issuer) that is regularly
engaged in the business of appraising the Capital Stock or assets of corporations or other entities
as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant.




          “Issuer” means Neoprobe Corporation, a Delaware corporation, and its successors.




          “Majority Holders” means at any time the Holders of Warrants, substantially in the
form of this Warrant and issued pursuant to the Purchase Agreement, exercisable for a majority of
the shares of Warrant Stock issuable under the Warrants at the time outstanding.




          “Original Issue Date” means [•], 2008.




          “OTC Bulletin Board” means the over-the-counter electronic bulletin board.




          “Permitted Issuances” means (1) issuances, pursuant to option plans existing on
December 26, 2007, of options to employees, officers or directors of the Company , approved by a
majority of the non-employee members of the Board of Directors of the Company or a majority of the
members of a committee of non-employee directors established for such purpose to the extent such
issuances (i) are at an exercise price of not less than the Closing Price on the date of grant and
(ii) are at an exercise price greater than $0.26 per share; (2) issuances of securities upon the
exercise or
exchange of or conversion of any securities exercisable or exchangeable for or convertible
into shares of Common Stock issued and outstanding on the Original Issue Date (including this
Warrant and the other securities issued pursuant to the Purchase Agreement), provided that such
securities have not been amended since the Original Issue Date to increase the number of such
securities or to decrease the exercise, exchange or conversion price of any such securities; and
(3) securities issued pursuant to acquisitions or strategic transactions approved by a majority of
the disinterested directors, but not including a transaction with an entity whose primary business
is investing in securities or a transaction, the




10









 







primary purpose of which is to raise capital.




          “Person” means an individual, corporation, limited liability company, partnership,
joint stock company, trust, unincorporated organization, joint venture, Governmental Authority or
other entity of whatever nature.




          “Per Share Market Value” means on any particular date (a) the last trading price on
any national securities exchange on which the Common Stock is listed, or, if there is no such
price, the closing bid price for a share of Common Stock in the over-the-counter market, as
reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar
organization or agency succeeding to its functions of reporting prices) at the close of business on
such date, or (b) if the Common Stock is not then reported by the OTC Bulletin Board or the
National Quotation Bureau Incorporated (or similar organization or agency succeeding to its
functions of reporting prices), then the average of the “Pink Sheet” quotes for the Common Stock on
such date, or (c) if the Common Stock is not then publicly traded the fair market value of a share
of Common Stock on such date as determined by the Board in good faith; provided,
however, that the Majority Holders, after receipt of the determination by the Board, shall
have the right to select, jointly with the Issuer, an Independent Appraiser, in which case, the
fair market value shall be the determination by such Independent Appraiser; and provided ,
further that all determinations of the Per Share Market Value shall be appropriately
adjusted for any stock dividends, stock splits or other similar transactions during the period
between the date as of which such market value was required to be determined and the date it is
finally determined. The determination of fair market value shall be based upon the fair market
value of the Issuer determined on a going concern basis as between a willing buyer and a willing
seller and taking into account all relevant factors determinative of value, and shall be final and
binding on all parties. In determining the fair market value of any shares of Common Stock, no
consideration shall be given to any restrictions on transfer of the Common Stock imposed by
agreement or by federal or state securities laws, or to the existence or absence of, or any
limitations on, voting rights.




          “Purchase Agreement” means the Securities Purchase Agreement dated as of December 26,
2007 among the Issuer and the investors a party thereto.




          “Securities” means any debt or equity securities of the Issuer, whether now or
hereafter authorized, any instrument convertible into or exchangeable for Securities or a Security,
and any option, warrant or other right to purchase or acquire any Security. “Security” means one of
the Securities.




          “Securities Act” means the Securities Act of 1933, as amended, or any similar federal
statute then in effect.




          “Subsidiary” means any corporation at least 50% of whose outstanding Voting Stock, and
a limited liability company at least 50% of whose membership interests, shall at the time be owned
directly or indirectly by the Issuer or by one or more of its Subsidiaries.




          “Term” has the meaning specified in Section 1 hereof.




          “Trading Day” means (a) a day on which the Common Stock is traded on the OTC Bulletin
Board, or (b) if the Common Stock is not traded on the OTC Bulletin Board, a day on which the
Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding its functions of reporting prices);
provided, however, that in the event that the Common Stock is not listed or quoted
as set forth in (a) or (b) hereof, then Trading Day shall mean 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 are authorized or required by law or other government action to close.




          “Voting Stock” means, as applied to the Capital Stock of any corporation, Capital
Stock of any class or classes (however designated) having ordinary voting power for the election of
a majority of the members of the Board of Directors (or other governing body) of such corporation,
other than Capital Stock having such power only by reason of
the happening of a contingency.




          “Warrants” means the Series W Warrants issued and sold pursuant to the Purchase
Agreement, including, without limitation, this Warrant, and any other warrants of like tenor issued
in substitution or exchange for any thereof pursuant to the provisions hereof or of any of such
other Warrants.




          “Warrant Consideration” has the meaning specified in Section 4(i)(i) hereof.




11









 









          “Warrant
Price” initially means U.S. $[•], 2 as such price may be adjusted from
time to time as shall result from the adjustments specified in this Warrant, including Section 4
hereto.




          “Warrant Share Number” means at any time the aggregate number of shares of Warrant
Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all
prior adjustments and increases to such number made or required to be made under the terms hereof.




          “Warrant Stock” means Common Stock issuable upon exercise of any Warrant or Warrants
or otherwise issuable pursuant to any Warrant or Warrants.




     10. Other Notices. In case at any time:



          (a) the Issuer shall make any distributions to the holders of Common Stock; or




          (b) the Issuer shall authorize the granting to all holders of its Common Stock of rights to
subscribe for or purchase any shares of Capital Stock of any class or of any Common Stock
Equivalents or other rights; or




          (c) there shall be any reclassification of the Capital Stock of the Issuer; or




          (d) there shall be any capital reorganization by the Issuer; or




          (e) there shall be any (i) consolidation or merger involving the Issuer or (ii) sale, transfer
or other disposition of all or substantially all of the Issuer’s property, assets or business
(except a merger or other reorganization in which the Issuer shall be the surviving corporation and
its shares of Capital Stock shall continue to be outstanding and unchanged and except a
consolidation, merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or




          (f) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the
Issuer or any partial liquidation of the Issuer or distribution to holders of Common Stock;



then, in each of such cases, the Issuer shall give written notice to the Holder of the date on
which (i) the books of the Issuer shall close or a record shall be taken for such dividend,
distribution or subscription rights or (ii) such reorganization, reclassification, consolidation,
merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock of record shall
participate in such dividend, distribution or subscription rights, or shall be entitled to exchange
their certificates for Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or
winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the
action in question and not less than twenty (20) days prior to the record date or the date on which
the Issuer’s transfer books are closed in respect thereto. The Holder shall have the right to send
two (2) representatives selected by it to each meeting, who shall be permitted to attend, but not
vote at, such meeting and any adjournments thereof. This Warrant entitles the Holder to receive
copies of all financial and other information distributed or required to be distributed to the
holders of the Common Stock.




     11. Amendment and Waiver. Any term, covenant, agreement or condition in this Warrant
may be amended, or compliance therewith may be waived (either generally or in a particular instance
and either retroactively or prospectively), by a written instrument or written instruments executed by the Issuer and the
Majority Holders; provided, however, that no such amendment or waiver shall reduce the Warrant
Share Number, increase the Warrant Price, shorten the period during which this Warrant may be
exercised or modify any provision of this Section 11 without the consent of the Holder of this
Warrant.



     12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW, EXCEPT
TO THE EXTENT THE GENERAL CORPORATION





 




			
	2      115% of the Series A Preferred Stock fixed conversion price.




12









 









LAW OF DELAWARE SHALL APPLY.




     13. 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., eastern time,
on a Trading Day, (ii) the Trading 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., eastern time, on any date and earlier than 11:59 p.m., eastern time, on such
date, (iii) the Trading 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 the Holder of this Warrant or
of Warrant Stock issued pursuant hereto, addressed to such Holder at its last known address or
facsimile number appearing on the books of the Issuer maintained for such purposes, or with respect
to the Issuer, addressed to:



	 	 	 
	 

	 	Neoprobe Corporation

425 Metro Place North, Suite 300

Dublin, OH 43017

Tel. No.:

Fax No.:
	 
	 	 
	 

	 	with a copy to:
	 
	 	 
	 

	 	Porter, Wright, Morris & Arthur, LLP

41 South High Street

Columbus, OH 43215

Attn: William J. Kelly, Jr.

Fax: (614) 227-2100





Copies of notices to the Holder shall be sent to Burak Anderson & Melloni, PLC, 30 Main Street,
Burlington, Vermont 05402, Attention: Shane W. McCormack, Tel No.: (802) 862-0500, Fax No.: (802)
862-8176. Any party hereto may from time to time change its address for notices by giving at least
ten (10) days written notice of such changed address to the other party hereto.




     14. Warrant Agent. The Issuer may, by written notice to each Holder of this Warrant,
appoint an agent having an office in New York, New York for the purpose of issuing shares of
Warrant Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2 hereof,
exchanging this Warrant pursuant to subsection (d) of Section 2 hereof or replacing this Warrant
pursuant to subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.



     15. Remedies. The Issuer stipulates that the remedies at law of the Holder of this
Warrant in the event of any default or threatened default by the Issuer in the performance of or
compliance with any of the terms of this Warrant are not and will not be adequate and that, to the
fullest extent permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction against a violation of
any of the terms hereof or otherwise.



     16. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure
to the benefit of and be binding upon the successors and assigns of the Issuer, the Holder hereof
and (to the extent provided herein) the Holders of Warrant Stock issued pursuant hereto, and shall
be enforceable by any such Holder or Holder of Warrant Stock.



     17. Modification and Severability. If, in any action before any court or agency
legally empowered to enforce any provision contained herein, any provision hereof is found to be
unenforceable, then such provision shall be deemed modified to the extent necessary to make it
enforceable by such court or agency. If any such provision is not enforceable as set forth in the
preceding sentence, the unenforceability of such provision shall not affect the other provisions of
this Warrant, but this Warrant shall be construed as if such unenforceable provision had never been
contained herein.



     18. Headings. The headings of the Sections of this Warrant are for convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.



13









 






     19. Voting. This Warrant does not entitle the Holder to any voting rights or other
rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2.



     IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year first above
written.



	 	 	 	 	 	 	 
	 
	 	 	NEOPROBE CORPORATION
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	Name:	 	 
	 
	 

	 	 	 	Title:	 	 






14









 







NEOPROBE CORPORATION




SERIES Y WARRANT

EXERCISE FORM



The
undersigned   
                
              
        , pursuant to the provisions of
the within Warrant, hereby elects to
purchase       
             
shares of Common Stock of Neoprobe Corporation covered by the within Warrant.




	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signature	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Address	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 




Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on
the date of Exercise:        
        
        



The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act of
1933, as amended.



The undersigned intends that payment of the Warrant Price shall be made as (check one):



Cash
Exercise                     



Cashless
Exercise                     



If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $                     by certified
or official bank check (or via wire transfer) to the Issuer in accordance with the terms of the
Warrant.




If the Holder has elected a Cashless Exercise, a certificate shall be issued to the Holder for the
number of shares equal to the whole number portion of the product of the calculation set forth
below, which is                     .



     



Where:



The number of shares of Common Stock to be issued to the Holder                     (“X”).



The number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a
portion of the Warrant is being exercised, the portion of the Warrant being exercised
                     (“Y”).



The
Warrant Price                      (“A”).



The Per Share Market Value of one share of Common Stock                      (“B”).





15









 








ASSIGNMENT




FOR VALUE RECEIVED,                      hereby sells, assigns and transfers unto                     
the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint
                    , attorney, to transfer the said Warrant on the books of the within named corporation.



	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signature	 	 
	 

	 	 
	 	 	 	 
	 
	 

	 	 	 	Address	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





PARTIAL ASSIGNMENT




FOR VALUE RECEIVED,
                    
hereby sells, assigns and transfers unto                      the right to purchase             
         shares of Warrant Stock evidenced by the within Warrant together
with all rights therein, and does irrevocably constitute and appoint                     , attorney,
to transfer that part of the said Warrant on the books of the within named corporation.



	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signature	 	 
	 

	 	 
	 	 	 	 
	 
	 

	 	 	 	Address	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





FOR USE BY THE ISSUER ONLY:




     This Warrant No. W-          
          
canceled (or transferred or exchanged) this
                     day of                
     ,                     ,
shares of Common Stock issued therefor in the name of
                    ,
Warrant No. Y-                     issued
for
                     shares of Common Stock in the name of
                    .