10% Series A Senior Secured Convertible Promissory Note

           Reference is made to (i) the 10% Series A Senior Secured Convertible Promissory Note in the principal amount of $7,000,000 (the “Series A Note”) issued by Neoprobe Corporation (“Neoprobe”) to Platinum-Montaur Life Sciences, LLC (“Platinum”), (ii) the 10% Series B Senior Secured Convertible Promissory Note in the initial principal amount of $3,000,000 (the “Series B Note” and, together with the Series A Note, the “Notes”) issued by Neoprobe to Platinum, (iii) the 8% Cumulative Convertible Preferred Stock (the “Preferred Stock”) issued by Neoprobe to Platinum, (iv) the Series X Warrant to Purchase Shares of Common Stock (the “Series X Warrant”) issued by Neoprobe to Platinum and (v) the Series Y Warrant to Purchase Shares of Common Stock (the “Series Y Warrant”) issued by Neoprobe to Platinum.

           Pursuant to and in accordance with Section 1.2 of the Notes, Neoprobe is permitted to pay interest on the Notes in shares of its Common Stock (“Interest Shares”), at a valuation determined by reference to 90% of the average VWAP (as defined in the Notes) for the five Trading Days (as defined in the Notes) immediately preceding the date of payment.  Neoprobe is permitted to pay dividends on the Preferred Stock in shar