EX-10.11



 





Exhibit 10.11



THIS NOTE HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES ADMINISTRATOR OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS NOTE IS SUBJECT TO THE
TERMS OF A NOTE PURCHASE AGREEMENT DATED AS OF JUNE 29, 2007 AND MAY NOT BE TRANSFERRED OR SOLD
EXCEPT AS PROVIDED THEREIN AND AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.




NEOPROBE CORPORATION




AMENDED 10% CONVERTIBLE NOTE, DUE DECEMBER 31, 2011




			
	 	 	 
	$1,000,000.00
	 	July 3, 2007
	 
	 	As amended December 26, 2007






     FOR VALUE RECEIVED, the undersigned, NEOPROBE CORPORATION (herein called the “Company”), a
corporation organized and existing under the laws of the State of Delaware hereby promises to pay
to David C. Bupp, Cynthia B. Gochoco, and Walter H. Bupp, as joint tenants with right of
survivorship, or their registered assigns, the principal sum of $1,000,000.00 on December 31, 2011,
with interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid
balance thereof at the rate of 10.0% per annum from the date hereof, payable quarterly in arrears,
on the last day of each calendar quarter, commencing with the calendar quarter next succeeding the
date hereof, until the principal hereof shall have become due and payable.



     Payments of principal of, and interest on this Note are to be made in lawful money of the
United States of America at the address of the holder of this Note provided for receipt of notices
under the Note Purchase Agreement referred to below or, at the option of the holder of this Note,
in immediately available funds at any bank or other financial institution capable of receiving
immediately available funds designated by the holder of this Note.



     This Note has been issued pursuant, and is subject, to an 10% Convertible Note Purchase
Agreement, dated as of June 29, 2007, as the same may be amended, modified or supplemented from
time to time in accordance with the terms thereof, between the Company and the Purchaser named
therein (the “Note Purchase Agreement”) and is entitled to the benefits thereof. Each
holder of this Note will be deemed, by its acceptance hereof, (a) to have agreed to all of the
terms of the Note Purchase Agreement and other agreements referenced therein, and (b) to have made
the representations and warranties set forth in Sections 4.2 through 4.8 of the Note Purchase
Agreement.



     This Note is subordinate in right of payment and security to the rights of Platinum-Montaur
Life Sciences, LLC pursuant to the Intercreditor Agreement, dated as of December 26, 2007, among
the holders hereof, the Company and Platinum-Montaur Life Sciences, LLC.



     This Note may be prepaid at any time prior to maturity in whole or in part without premium or
penalty, upon ten (10) days prior written notice to the Holder.



     If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price and with the effect provided in the Note Purchase Agreement.



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     This Note is convertible into shares of Common Stock of the Company, on the terms and subject
to the conditions set forth in the Note Purchase Agreement.



     This Note will be construed and enforced in accordance with and governed by the laws of the
State of Ohio, without reference to principles of conflicts of law. Any controversy, claim or
dispute arising out of or relating to this Note or the breach, termination, enforceability or
validity of this Note, including the determination of the scope or applicability of the agreement
to arbitrate set forth in this paragraph shall be determined exclusively by binding arbitration in
the City of Columbus, Ohio. The arbitration shall be governed by the rules and procedures of the
American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its
Supplementary Procedures for Large, Complex Disputes; provided that persons eligible to be selected
as arbitrators shall be limited to attorneys-at-law each of whom (a) is on the AAA’s Large, Complex
Case Panel or a Center for Public Resources (“CPR”) Panel of Distinguished Neutrals, or has
professional credentials comparable to those of the attorneys listed on such AAA and CPR Panels,
and (b) has actively practiced law (in private or corporate practice or as a member of the
judiciary) for at least 15 years in the State of Ohio concentrating in either general commercial
litigation or general corporate and commercial matters. Any arbitration proceeding shall be before
one arbitrator mutually agreed to by the parties to such proceeding (who shall have the credentials
set forth above) or, if the parties are unable to agree to the arbitrator within 15 business days
of the initiation of the arbitration proceedings, then by the AAA. No provision of, nor the
exercise of any rights under, this paragraph shall limit the right of any party to request and
obtain from a court of competent jurisdiction in the State of Ohio, County of Franklin (which shall
have exclusive jurisdiction for purposes of this paragraph) before, during or after the pendency of
any arbitration, provisional or ancillary remedies and relief including injunctive or mandatory
relief or the appointment of a receiver. The institution and maintenance of an action or judicial
proceeding for, or pursuit of, provisional or ancillary remedies shall not constitute a waiver of
the right of any party, even if it is the plaintiff, to submit the dispute to arbitration if such
party would otherwise have such right. Each of the parties hereby submits unconditionally to the
exclusive jurisdiction of the state and federal courts located in the County of Franklin, State of
Ohio for purposes of this provision, waives objection to the venue of any proceeding in any such
court or that any such court provides an inconvenient forum and consents to the service of process
upon it in connection with any proceeding instituted under this paragraph in the same manner as
provided for the giving of notice under the Note Purchase Agreement. Judgment upon the award
rendered may be entered in any court having jurisdiction. The parties hereby expressly consent to
the nonexclusive jurisdiction of the state and federal courts situated in the County of Franklin,
State of Ohio for this purpose and waive objection to the venue of any proceeding in such court or
that such court provides an inconvenient forum. The arbitrator shall have the power to award
recovery of all costs (including attorneys’ fees, administrative fees, arbitrators’ fees and court
costs) to the prevailing party. The arbitrator shall not have power, by award or otherwise, to
vary any of the provisions of this Note.



	 	 	 	 	 
	 	NEOPROBE CORPORATION

 	 
	 	By  	/s/ Brent L. Larson
 	 
	 	 	Brent L. Larson, Vice President of Finance 	 
	 	 	 	 
	 



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