EX-10.1






Exhibit 10.1




FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT




     THIS FOURTH AMENDMENT (the “Amendment”) is made as of December 5, 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, Second Amendment to
Registration Rights Agreement dated April 16, 2008, and Third Amendment to Registration Rights
Agreement dated July 10, 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 description of the 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
originally stated 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 thirtieth (30th) day
following the Third Closing Date (as that term is defined in the Purchase Agreement) the Company
shall prepare and file with the Commission a post-effective amendment to the registration statement
on Form S-1 (file no. 333-150650) filed by the Company on May 5, 2008 (the “Registration
Statement”), providing for the: (a) deregistration of the shares of Common Stock issuable upon the
conversion of the Series B Note issued to the Purchaser pursuant to the Purchase Agreement and the
shares of Common Stock issuable upon the exercise of the Series X Warrant issued to the Purchaser
pursuant to the Purchase Agreement; and (b) registration of the resale of: (i) the shares of Common
Stock issuable upon conversion of the Preferred Stock issued to the Purchaser pursuant to the
Purchase Agreement; (ii) the shares of Common Stock issuable upon exercise of the Series Y Warrant
issued to the Purchaser pursuant to the Purchase Agreement; (iii) 3,500,000 shares of Common Stock
issuable as interest or dividends on the Notes and the Preferred Shares; and (iv) up to 4,666,666
shares issuable upon the conversion of the Series B Note issued to the Purchaser pursuant to the
Purchase Agreement, provided that the total number of shares of Common Stock registered shall not
exceed 20,166,666, for an offering to be made on a continuous basis pursuant to Rule 415.
Additionally, within thirty-five (35) days of receipt from the Holder of written request therefor,
the Company shall prepare and file with the Commission an additional “resale” registration
statement providing for the resale of: (i) the shares of Common Stock issuable upon the conversion
of the Series A Note issued to the Purchaser pursuant to the Purchase Agreement; (ii) the shares of
Common Stock issuable upon the exercise of the Series W Warrant issued to the Purchaser pursuant to
the Purchase Agreement; (iii) any unregistered shares of Common Stock issuable upon the conversion
of the Series B Note issued to the Purchaser pursuant to the Purchase Agreement; and (iv) the
shares of Common Stock issuable upon the exercise of the Series X Warrant issued to the Purchaser
pursuant to the Purchase Agreement, provided, however, that the Company shall not be required to
file such additional registration statement, or may exclude shares from such additional
registration statement, if it believes in good faith, based upon advice from the Commission’s
Staff, that application of Rule 415 would not permit registration of all or the excluded portion of
such shares.



     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. In the event of any conflict between the terms
of the Agreement or any previous amendment to the Agreement and this Amendment, the terms of this
Amendment shall govern.



     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/ Brent L. Larson
 	 
	 	 	Name:  	Brent L. Larson 	 
	 	 	Title:  	Vice-President, Finance, Chief Financial Officer

Treasurer and Secretary 	 
	 
	 	PLATINUM-MONTAUR LIFE SCIENCES, LLC

 	 
	 	By:  	/s/ Michael Goldberg
 	 
	 	 	Name:  	Michael Goldberg 	 
	 	 	Title:  	Portfolio Manager 	 
	 




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