EX-10.55






Exhibit 10.55




THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT




     THIS THIRD AMENDMENT (the “Amendment”) is made as of July 10, 2008, to the Registration Rights
Agreement (the “Agreement”) between Neoprobe Corporation (the “Company”) and Platinum-Montaur Life
Sciences, LLC (the “Purchaser”), dated December 26, 2007, as amended by the Amendment to
Registration Rights Agreement, dated February 7, 2008 and Second Amendment to Registration Rights
Agreement dated April 16, 2008. Capitalized terms not otherwise defined herein shall have the
meanings defined in the Agreement.



Recital




     The Company and the Purchaser desire to amend certain provisions of the Agreement to modify
the number of Registrable Securities as to which the Company is required to file a registration
statement.



Statement of Agreement




     In consideration of the foregoing, and of their mutual promises contained herein, the parties
agree as follows:



     1. Resale Registration. The first sentence of Section 2(a) of the Agreement which
states that “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,” shall be deleted in its entirety
and replaced with the following: “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: (i) the shares
of Common Stock issuable upon conversion of the Series B Note issued to the Purchaser pursuant to
the Purchase Agreement; (ii) the shares of Common Stock issuable upon exercise of the Series X
Warrants issued to the Purchaser pursuant to the Purchase Agreement; and (iii) 3,500,000 shares of
Common Stock issuable as interest on the Notes, for an offering to be made on a continuous basis
pursuant to Rule 415. Additionally, (A) within thirty-five (35) days following the Third Closing
Date (as that term is defined in the Purchase Agreement) the Company shall prepare and file with
the Commission an additional “resale” Registration Statement providing for the resale of (in the
following order of priority): (i) the shares of Common Stock issuable upon the conversion of the
Preferred Shares; (ii) the shares of Common Stock issuable upon exercise of the Series Y Warrant
issued to the Purchaser pursuant to the Purchase Agreement; and (iii) shares of Common Stock
issuable as dividends on the Preferred Shares, for an offering to be made on a continuous basis
pursuant to Rule 415, and (B) within thirty-five (35) days of a receipt by the written request of
the Holder therefor, the Company shall prepare and file with the Commission an additional “resale”
Registration Statement providing for the resale of the shares of Common Stock issuable upon the
conversion of the Series A Note issued to the Purchaser pursuant to the Purchase Agreement, and the
shares of Common Stock issuable upon the exercise of the Series W Warrant issued to the Purchaser
pursuant to the Purchase Agreement.



     2. Sole Holder. Purchaser represents that it has not assigned or otherwise transferred
any of the Registrable Securities, and that as of the date of this Amendment, it is the sole Holder
of the Registrable Securities.



 









 





     3. No Other Modification. Except as expressly modified or amended hereby, the terms
and conditions of the Agreement shall remain unchanged and in full force and effect, and each of
the parties hereby ratifies and confirms the same.



     4. Counterparts. This Amendment may be executed in counterparts, each of which shall
be deemed to be an original and all such counterparts together shall constitute one and the same
instrument.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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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