Exhibit
10.4

    


    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.

     

    AMENDED
AND RESTATED SERIES W WARRANT TO PURCHASE

    


    SHARES OF
COMMON STOCK

    


    OF

    


    NEOPROBE
CORPORATION

     

    Expires
December 26, 2012

     

    
      	
              No.:
      W W07-01A

            	
              Number
      of Shares: 6,000,000

            
	
              Date
      of Issuance: December 26, 2007

            	 
      
	
              Amended
      and Restated: July 24, 2007

            	 
      


    

     

    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 Six Million  (6,000,000) 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 December 27, 2007 and shall expire at 5:00 p.m., Eastern Time, on
December 26, 2012 (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 December 27, 2007.

     

    (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 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:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  X =
      Y - (A)(Y)

                
	 
      	                
      B
	 
      	 
      	 
      
	
                  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. Notwithstanding the foregoing to the contrary, the
Issuer or its transfer agent shall only be obligated to issue and deliver the
shares to the DTC on the Holder’s behalf via DWAC (or certificates free of
restrictive legends) if such exercise is in connection with a sale by the Holder
and the Holder has complied with the applicable prospectus delivery requirements
or an exemption from such registration requirements (each as evidenced by
documentation furnished to and reasonably satisfactory to the
Issuer).

     

    (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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


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


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    


    (b)  Reservation. If any
shares of Common Stock required to be reserved for issuance upon exercise of
this 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 $0.32
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 corporate action) as nearly
equivalent as possible to the adjustments provided for elsewhere in this Section
4.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (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, 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,


    
      
         


      

      
        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)  [reserved]

    


    (e)  [reserved]

     

    (f)   [reserved]

    


    (g)  [reserved]

    


    (h)  [reserved]

    


    (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)      [Reserved]

     

    (ii)     [Reserved]

    


    (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.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    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 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 8(a) with regard to any or all
shares of Common Stock issuable upon exercise of this Warrant, this Section 8(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:

    


    “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.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


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

    


    “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 December 26, 2007.

    


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

    


    “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.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

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

    


    “Qualifying Entity”
means an entity which has its common equity securities traded or quoted on a
national securities exchange or the OTC Bulletin Board.

    


    “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.

    


    “Warrant Price”
initially means U.S. $0.32, 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


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    (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 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:


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    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.

    


    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.

    


    [Signature
Page Follows]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the Issuer has executed this Amended and Restated Warrant as of
July 24, 2009.

     

    
      
        
          
            
              
                
                  	 
      	
                          NEOPROBE
      CORPORATION

                        
	
                            

                        	
                            

                        	
                           

                        
	 
      	
                          By:  

                        	/s/
      Brent L. Larson	
                                                                                                     

                        
	 
      	
                          Name:
      Brent L. Larson

                        
	 	 
	 
      	
                          Title:
      Vice President, Finance &
CFO

                        


                

              

            

          

        

      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    NEOPROBE
CORPORATION

    


    SERIES
W 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 ___________.

     

    X = Y
-
(A)(Y)

    B

    


    
      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”).


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    Exhibit
10.4


    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. W-_____ issued for ____ shares of Common Stock in
the name of _______________.