8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2013

BIOJECT MEDICAL TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-15360

Oregon	93-1099680
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7180 SW Sandburg St., Suite 100 Tigard, Oregon	97223
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (503) 692-8001

Former name or former address if changed since last report:

No Change

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On January 24, 2013, Bioject Medical Technologies Inc. (the “Company”) entered into a Purchase Agreement (the “Agreement”) with each of Life Sciences Opportunities Fund II, L.P., Life Sciences Opportunities Fund (Institutional) II, L.P. (collectively, “LOF”), Edward Flynn and Mark Logomasini (Messrs. Flynn and Logomasini and LOF, each a “Purchaser” and collectively, the “Purchasers”) for the purchase of an aggregate of 99,455 shares of its Series H Convertible Preferred Stock (the “Series H Preferred Stock”) at a price of $10.00 per share. Gross proceeds from the sale were $994,550, payable by payment of $850,000 in cash and the cancellation of the $125,000 outstanding principal amount of and $19,550 accrued interest through January 24, 2013, on two Convertible Promissory Notes, dated June 29, 2011, issued by the Company to Messrs. Flynn and Logomasini, along with the cancellation of 131,580 related warrants for 131,580 shares of common stock, no par value, of the Company (“Common Stock”), held by Messrs Flynn and Logomasini. Each share of Series H Preferred Stock is convertible, at any time at the option of the holder, into shares of Common Stock at a conversion rate of $0.035 (subject to anti-dilution adjustments) or approximately 285.71 shares. In consideration of the Agreement, on January 24, 2013, Albert Hansen and Ralph Makar tendered Convertible Promissory Notes dated June 29, 2011, issued by the Company to Messrs. Hansen and Makar, aggregating $115,645.16 in principal and accrued interest, for repayment by the Company, along with 105,264 related warrants for 105,264 shares of Common Stock, for cancellation.

Mr. Flynn is a director of the Company and, prior to this Agreement, held 1,616,160 shares of Common Stock and 7,842 shares of Series F Convertible Preferred Stock of the Company (“Series F Preferred Stock”) convertible into 784,200 shares of Common Stock of the Company and 4,935 shares of Series G Convertible Preferred Stock of the Company (“Series G Preferred Stock”) convertible into 493,500 shares of Common Stock.

The Company entered into a Registration Rights Agreement, dated January 24, 2013 (the “Registration Rights Agreement”), between the Company, the Purchasers and holders of Series D Convertible Preferred Stock of the Company (“Series D Preferred Stock”), Series E Convertible Preferred Stock of the Company (“Series E Preferred Stock”), the Series F Preferred Stock and the Series G Convertible Stock. The Registration Rights Agreement supersedes the Registration Rights Agreement, dated December 18, 2009, between the Company and holders of Series G Preferred Stock, the Registration Rights Agreement, dated January 22, 2008, between the Company and holders of Series F Preferred Stock; Article 6 of the Securities Purchase Agreement, dated as of March 8, 2006, between the Company and the holders of Series E Preferred Stock; and the Registration Rights Agreement, dated November 15, 2004, between the Company and holders of Series D Preferred Stock. Under the Registration Rights Agreement, we have agreed to file a registration statement under the Securities Act of 1933 to register the underlying Common Stock issued or issuable upon conversion of the Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock under the Securities Act of 1933 within 180 days of demand by the majority of holders of registrable securities (as defined therein). The Registration Rights Agreement also grants the parties to the Registration Rights Agreement piggy-back registration rights.

Pursuant to the Agreement, the Company has agreed to conduct an exchange offer, as soon as practicable, to the existing holders of Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (the “Lettered Stock”), for a new series of preferred stock (the “New Series”). The New Series would not be convertible into Common Stock, would not have voting rights and would not have a regular dividend. The New Series would have a mandatory redemption date of August 1, 2015, for the current stated value of the Lettered Stock. The New Series would also retain all the liquidation preferences and protective provisions of the Lettered Stock. If the mandatory redemption payment is not made, the New Series will begin accruing a penalty dividend of four percent, (4%) payable in cash or additional New Series stock. In addition, the Purchasers will be offered the right to exchange the Series H Preferred Stock for the New Series at any time prior to August 1, 2015. Any additional terms and conditions of the foregoing are subject to the approval of the Board of Directors of the Company, in the exercise of its fiduciary duty to all shareholders of the Company.

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Item 1.02 Termination of a Material Definitive Agreement

The issuance and sale of the Series H Preferred Stock to the Purchasers, as described in Item 1.01, is in full repayment and termination of $225,000 principal amount of Convertible Promissory Notes, and $35,201.61 accrued interest and 236,844 Warrants issued on June 29, 2011 and December 29, 2011, through exchange of the Notes and Warrants for Series H Preferred Stock or through repayment of the Notes with proceeds from the issuance of the Series H Preferred Stock.

Item 3.02 Unregistered Sales of Equity Securities

As discussed in Item 1.01 above, on January 24, 2013, the Company issued 99,455 shares of Series H Preferred Stock. Gross proceeds from the sale were $994,550 payable by the payment of $850,000 in cash and the cancellation of the $125,000 outstanding principal amount of and $19,550 accrued interest through January 24, 2013 on two Convertible Promissory Notes, dated June 29, 2011, issued by the Company to Messrs. Flynn and Logomasini, along with the cancellation of 131,580 related warrants for 131,580 shares of Common Stock, held by Messrs Flynn and Logomasini.

The Series H Preferred Stock may be converted into Common Stock. The initial conversion rate for one share of Series H Preferred is $0.035 (subject to anti-dilution adjustments) or approximately 285.71 shares. The conversion rights associated with the Series H Preferred Stock are more fully described under Item 5.03 below.

These issuances of securities were exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Rule 506 thereunder, among other exemptions, on the basis that the purchasers of the securities in these issuances are accredited investors.

Item 3.03 Material Modification to Rights of Security Holders

As a result of certain rights and preferences of the Series H Preferred Stock set forth in the Articles of Amendment referenced under Item 5.03 below, the rights of the holders of Common Stock have been qualified in certain respects. The Series H Preferred Stock has certain dividend, voting, liquidation, and conversion rights more fully described under Item 5.03 below. In addition, because of the convertible nature of the Series H Preferred Stock, holders of Common Stock may have their ownership interests diluted should the Series H Preferred Stock be converted into shares of Common Stock. The conversion rights associated with the Series H Preferred Stock are more fully described under Item 5.03 below.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 18, 2013, the Company amended its Restated Articles of Incorporation to designate 225,000 shares of its authorized preferred stock as Series H Preferred Stock. A copy of the Articles of Amendment is attached to this current report as Exhibit 3.1 and is incorporated herein. A description of the material rights and preferences of the Series H Preferred Stock is set forth below, but this description is qualified in its entirety by reference to the Articles of Amendment attached hereto. The Series H Preferred Stock is entitled to:

• Receive on a pari passu basis with the holders of Common Stock, as if the Series H Preferred Stock had been converted into Common Stock immediately before the applicable record date, cash dividends at the same rate and in the same amount per share as any and all dividends declared and paid upon the then outstanding shares of Common Stock;

• Receive, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company and before any payment is made in respect of the Common Stock, the Series G Preferred Stock, the Series F Preferred Stock, Series E Preferred Stock, or the Series D Preferred Stock, an amount per share of Series H Preferred Stock equal to $10.00 (as adjusted for any stock dividends, combinations, splits, recapitalizations, and the like), plus all accrued but unpaid dividends thereon to the date fixed for distribution (if the Company’s assets available for distribution to shareholders are insufficient to pay the holders of Series H Preferred Stock the full amount to which they are entitled, then all the assets available for distribution to the Company’s shareholders shall be distributed ratably first to the holders of the Series H Preferred Stock);

• Be convertible, at any time at the option of the holder, into Common Stock at a conversion rate of one share of Series H Preferred Stock being convertible into the number shares of Common Stock (subject to anti-dilution adjustments) obtained by dividing $10.00 by $.035, or approximately 285.71 shares of Common Stock;

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• One vote for each share of Common Stock into which Series H Preferred Stock could then be converted and with respect to such vote, full voting rights, and powers equal to the voting rights and powers of the holders of Common Stock;

• For so long as 100,000 shares of Series H Preferred Stock are outstanding, nominate two persons for election to the Board of Directors of the Company.

• Consent rights with respect to certain extraordinary transactions, including (i) any increase in the number of shares of Common Stock reserved for issuance under the Company’s 1992 Stock Incentive Plan in excess of 5,400,000 shares, or any reservation or issuance of shares of Common Stock to employees or directors of the Company under any stock incentive plan or agreement not in effect on January 17, 2013 and (ii) any prepayment of indebtedness for borrowed money; and

• Registration rights with respect to the shares of Common Stock issuable upon conversion of such shares of Series H Preferred Stock.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index:

3.1	Articles of Amendment to 2002 Restated Articles of Incorporation dated January 17, 2013 and filed in Oregon on January 18, 2013.
10.1	Series H Convertible Preferred Stock Purchase Agreement dated January 24, 2013 between Bioject Medical Technologies Inc., Life Sciences Opportunities Fund II, L.P., Life Sciences Opportunities Fund (Institutional) II, L.P., Edward Flynn and Mark Logomasini.
10.2	Registration Rights Agreement dated January 24, 2013 between Bioject Medical Technologies, Inc., Life Sciences Opportunities Fund II, L.P., Life Sciences Opportunities Fund (Institutional) II, L.P., Edward Flynn, Mark Logomasini and the Investors listed on Exhibit A thereto.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 29, 2013	BIOJECT MEDICAL TECHNOLOGIES INC. (Registrant)
	/s/ Christine Farrell
	Christine Farrell
	Vice President of Finance (Principal Financial Officer)

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EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT TO

2002 RESTATED ARTICLES OF INCORPORATION

OF

BIOJECT MEDICAL TECHNOLOGIES INC.

1. The name of the corporation (the “Corporation”) is Bioject Medical Technologies Inc.

2. The 2002 Restated Articles of Incorporation of the Corporation are amended to add a new Section 8 to Article IV at the end of Article IV to read in its entirety as follows:

“Section 8. Additional Preferred Stock. This Section 8 sets forth the designation, preferences, limitations and relative rights of a series of Preferred Stock of the Corporation as determined by the board of directors of the Corporation pursuant to its authority under Oregon Revised Statutes 60.134 and Section 2 of Article IV of these Articles of Incorporation.

8.1 Designation and Amount.

(a) Designation. The shares of such series shall be designated as “Series H Convertible Preferred Stock,” no par value (hereinafter referred to as “Series H Preferred”), and the number of shares constituting all of the Series H Preferred shall be 225,000 shares. Any shares of Series H Preferred Stock that are redeemed by the Corporation and retired and any shares of Series H Preferred Stock that are converted in accordance with Section 8.4 shall be restored to the status of authorized, unissued, and undesignated shares of the Corporation’s class of Preferred Stock and shall not be subject to issuance, and may not thereafter be outstanding, as shares of Series H Preferred Stock.

(b) Stated Value. Each share of Series H Preferred Stock shall have a stated value equal to $10.00 (as adjusted for any stock dividends, combinations, splits, recapitalizations, and the like) (the “Series H Stated Value”).

8.2 Dividends. The holder of each share of Series H Preferred Stock shall be entitled to receive, pro rata among such holders and on a pari passu basis with the holders of Common Stock, as if the Series H Preferred Stock had been converted into Common Stock pursuant to the provisions of Section 8.4 hereof immediately prior to the record date with respect to such dividend, when, as, and if declared by the Board of Directors of the Corporation out of funds legally available for declaration and payment of dividends, cash dividends at the same rate and in the same amount per share as any and all dividends declared and paid upon the then outstanding shares of Common Stock of the Corporation.

8.3 Liquidation Preference.

(a) Preferences. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation (a “Liquidation”), subject to the rights of any series of Preferred Stock hereafter authorized, issued, or outstanding, the holders of Series H Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Corporation available for distribution to its shareholders (if any), before any payment shall be made in respect of the Common Stock and any outstanding series of Preferred Stock (Series A, Series B, Series C, Series D, Series E, Series F, Series G and Series R) or any other series of Preferred Stock or other equity securities of the Corporation with rights junior to the Series H Preferred Stock with respect to liquidation preference, an amount per share of Series H Preferred Stock equal to the Series H Stated Value, plus all accrued but unpaid dividends thereon to the date fixed for distribution (the “Series H Liquidation Preference”). For the avoidance of doubt and notwithstanding anything in Section 8.2 or this Section 8.3 to the contrary, holders of Series H Preferred Stock have the right to convert pursuant to the terms of Section 8.4 below all or any portion of such Series H Preferred Stock into shares of Common Stock prior to any Liquidation.

If upon, liquidation, dissolution, or winding up of the Corporation, the assets of the Corporation available for distribution to its shareholders shall be insufficient to pay the holders of Series H Preferred Stock the full amount to which they shall be entitled pursuant to this Section 8.3(a), then all the assets so available for distribution to the

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Corporation’s shareholders shall be distributed ratably first to the holders of the Series H Preferred Stock in proportion to the aggregate amounts that would be payable to such holders if the assets of the Corporation were sufficient to pay the amount to which they were entitled pursuant to this Section 8.3(a).

(b) Remaining Assets. Upon completion of the distributions required by Section 8.3(a), by Section 7.3 (a) with respect to the Series G Preferred Stock, by Section 6.3(a) with respect to the Series F Preferred Stock, by Section 5.3(a) with respect to the Series E Preferred Stock and by Section 4.3(a) with respect to the Series D Preferred Stock, and subject to any other distributions that may be required with respect to any other series of Preferred Stock hereafter authorized, issued, or outstanding, the remaining assets and funds of the Corporation available for distribution to its shareholders, if any, shall be distributed among the holders of Common Stock.

(c) Deemed Liquidation. For purposes of this Section 8.3, a Liquidation shall be deemed to be occasioned by, or to include, (a) the acquisition of the Corporation by another person or entity or group of affiliated persons or entities by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation) that results in the transfer of more than 50% of the outstanding voting power of the Corporation (an “Acquisition”); or (b) a sale, lease, foreclosure or other transfer of all or substantially all of the assets of the Corporation (an “Asset Transfer”); provided, however, that if the outstanding shares of Series H Preferred Stock in the aggregate represent more than 50% of the voting power of the Corporation, a transfer or sale of more than 50% of the outstanding voting power of the Corporation involving solely a transfer or sale of Series H Preferred Stock shall not be considered to be an Acquisition for the purposes of this Section and shall not result in a deemed Liquidation. The occurrence of an Acquisition or Asset Transfer shall entitle the holders of Series H Preferred Stock to receive at the closing in cash, securities, or other property (valued as provided in Section 8.3(d) below) the respective amounts as specified in Section 8.3(a) in liquidation and redemption of their Series H Preferred Stock, unless the holders of a majority of the outstanding shares of Series H Preferred Stock, voting separately as a class, affirmatively vote that such transaction shall not be deemed to be a Liquidation.

(d) Valuation of Non-Cash Assets. Whenever the distribution provided for in this Section 8.3 shall be payable in securities or property other than cash, its value will be determined as follows:

(1) Securities not subject to investment letter or other similar restrictions on free marketability covered by (2) below:

(A) If traded on a securities exchange or through the Nasdaq Stock Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three days prior to the closing;

(B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three days prior to the closing; and

(C) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors.

(2) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a shareholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (1)(A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by this Corporation and the holders of not less than a majority of the voting power of all then outstanding shares of Series H Preferred Stock.

(e) Liquidation Notice. The Corporation shall give written notice to each holder of record of Series H Preferred Stock at their respective addresses as the same shall appear on the stock records of the Corporation of any proposed transaction described in Section 8.3(c) that would constitute a Liquidation not later than 20 days prior to the shareholders’ meeting called to approve such transaction or 20 days prior to the closing of such transaction, whichever is earlier, and shall notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the proposed transaction and the provisions of this Section 8.3, and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than 20 days after the Corporation has given the first written notice provided for herein or sooner than 10 days after the Corporation has given notice of any material changes provided

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for herein; provided, however, that such periods may be shortened upon the written consent of the holders of not less than a majority of the then outstanding Series H Preferred Stock. Prior to the closing of a transaction described in Section 8.3(c) that would constitute a Liquidation (other than a foreclosure), the Corporation shall either (a) make all cash distributions that the Corporation is required to make to the holders of Series H Preferred Stock, pursuant to this Section 8.3(a), (b) set aside sufficient funds from which the cash distributions to the holders of Series H Preferred Stock, can be made, or (c) establish an escrow or other similar arrangement with a third party pursuant to which the proceeds payable to the Corporation from an Acquisition or Asset Transfer will be used to make the liquidating payments to the holders of Series H Preferred Stock immediately after the consummation of such transaction.

8.4 Conversion.

(a) Right to Convert. Each share of Series H Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time after the issuance of such share, into such number of shares of Common Stock equal to the product obtained by multiplying the Conversion Rate (as hereinafter defined) then in effect by the number of shares of Series H Preferred Stock being converted. The “Conversion Rate” in effect at any time for conversion of the Series H Preferred Stock shall be the quotient obtained by dividing (a) the Series H Stated Value by (b) the Conversion Price. The “Conversion Price” shall initially be $0.035. The Conversion Price shall be adjusted from time to time in accordance with Section 8.4(f).

(b) Exercise of Conversion Right. Each holder of Series H Preferred Stock desiring to convert any or all of such shares into shares of Common Stock pursuant to Section 8.4(a) shall surrender the certificate or certificates representing the shares of Series H Preferred Stock being converted, duly assigned or endorsed for conversion (or accompanied by duly executed stock powers relating thereto), at the principal executive office of the Corporation, the offices of the transfer agent for the Series H Preferred Stock, or such office or offices in the continental United States of an agent for conversion as may from time to time be designated by notice to the holders of the Series H Preferred Stock by the Corporation or the transfer agent for the Series H Preferred Stock, accompanied by written notice of conversion. Such notice of conversion shall specify (a) the number of shares of Series H Preferred Stock to be converted, and (b) the address to which such holder wishes delivery to be made of such new certificates to be issued upon such conversion. Upon surrender of a certificate representing a share or shares of Series H Preferred Stock for conversion pursuant to Section 8.4(a), the Corporation shall, within five (5) business days of such surrender, issue, and send (with receipt to be acknowledged) to or upon the written order of such holder, at the address designated by such holder, a certificate or certificates for the number of validly issued, fully paid, and non-assessable shares of Common Stock to which such holder shall be entitled upon conversion and cash with respect to any fractional interest in a share of Common Stock as provided in Section 8.4(d). In the event that there shall have been surrendered a certificate or certificates representing shares of Series H Preferred Stock, only part of which are to be converted, the Corporation shall issue and deliver to or upon the written order of such holder a new certificate or certificates representing the number of shares of Series H Preferred Stock which shall not have been converted. Upon the occurrence of any automatic conversion of the outstanding Series H Preferred Stock, the holders of such stock shall surrender the certificates representing such shares at the principal executive office of Corporation, the offices of the transfer agent for the Series H Preferred Stock, or such other place as may be designated by the Corporation. Thereupon, there shall be issued and delivered to each such holder, promptly at such office and in the name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which such Series H Preferred Stock was convertible on the date on which such automatic conversion occurred and cash in respect of any fraction of a share as provided in Section 8.4(d).

(c) Effective Date of Conversion. The issuance by the Corporation of shares of Common Stock pursuant to Section 8.4(a) shall be effective as of the earlier of (a) the delivery to such holder of the certificates representing the shares of Common Stock issued upon conversion thereof, or (b) immediately prior to the close of business on the day of surrender of the certificate or certificates for the shares of Series H Preferred Stock to be converted, duly assigned or endorsed for conversion (or accompanied by duly executed stock powers relating thereto) as provided in these Articles of Amendment. On and after the effective day of the conversion, the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock. All accrued and unpaid dividends on shares of Series H Preferred Stock surrendered for conversion shall be paid in full as of the effective date of conversion. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act the conversion may, at the option of any holder tendering Series H Preferred Stock for conversion, be conditioned upon the closing with

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the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Series H Preferred Stock shall not be deemed to have converted such Series H Preferred Stock until immediately prior to the closing of such sale of securities.

(d) No Fractional Shares. The Corporation shall not be obligated to issue and deliver any fractional share of Common Stock upon any conversion of shares of Series H Preferred Stock, but in lieu thereof shall pay to the holder converting such Series H Preferred Stock an amount of cash based on the fair value of a share of Common Stock as of the time when those entitled to receive those fractions are determined.

(e) Common Stock Available. The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of shares of Series H Preferred Stock as herein provided, free from any preemptive rights, such number of shares of Common Stock as shall be issuable upon the conversion of all the shares of Series H Preferred Stock then outstanding and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series H Preferred Stock, in addition to such other remedies as shall be available to the holders of Series H Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in reasonable best efforts to obtain the requisite shareholder approval of any necessary amendment to the Corporation’s Articles of Incorporation.

(f) Anti-dilution Adjustments.

(1) Reorganizations, Mergers, Consolidations, Acquisitions, and Asset Transfers. If, prior to the conversion of all of the Series H Preferred Stock there shall be (i) any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Corporation shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Corporation or another entity, (ii) any dividend or other distribution of cash, other assets, or of notes or other indebtedness of the Corporation (in each case other than regular cash dividends and other than as provided in Section 8.4(f)(2) below in which holders of Series H Preferred Stock are otherwise entitled to share, as provided herein), any other securities of the Corporation (except Common Stock) or Rights (as hereinafter defined) to the holders of its Common Stock, or (iii) any Acquisition or Asset Transfer that does not constitute a Liquidation pursuant to Section 8.3(c) hereof, then the holders of Series H Preferred Stock shall thereafter have the right to receive upon conversion of Series H Preferred Stock, upon the basis and upon the terms and conditions specified herein and in lieu of shares of Common Stock, immediately theretofore issuable upon conversion, such cash, stock, securities, Rights, and/or other assets that the holder would have been entitled to receive in such transaction had the Series H Preferred Stock been converted immediately prior to such transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the holders of the Series H Preferred Stock to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Rate and the number of shares issuable upon conversion of the Series H Preferred Stock) shall thereafter be applicable, as nearly as may be practicable in relation to any securities thereafter deliverable upon the conversion thereof. In case of any distribution of any security (including rights or warrants to subscribe for any such securities) of the Corporation (except Common Stock and Rights included in Section 8.4(f)(3) below) to the holders of its Common Stock where the nature of that security is such that the adjustment provisions in this Section 8.4(f)(1) would not properly grant to the holder of Series H Preferred Stock rights intended to be granted hereby, then in each such case the Conversion Price in effect thereafter shall be determined by multiplying the Conversion Price in effect immediately prior thereto by a fraction the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price (as hereinafter defined) on the record date mentioned below, less the fair market value (as determined in good faith by the Board of Directors) of the securities distributed by the Corporation and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price; such adjustment shall become effective as of the record date for the determination of shareholders entitled to receive such distribution.

The Corporation shall not affect any transaction described in this Section 8.4(f)(1) unless (i) it first gives at least 20 days prior notice of such merger, consolidation, exchange of shares, recapitalization, reorganization, distribution, Acquisition, Asset Transfer, or other similar event (during which time the holders of the Series H Preferred Stock shall be entitled to convert their Series H Preferred Stock into shares of Common Stock to the extent permitted hereby), and (ii) the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument the obligation of the Corporation under the Articles of Incorporation, including the obligation of this Section 8.4(f)(1).

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(2) Adjustment for Stock Splits, Dividends, and Combinations. If at any time or from time to time after the date of the first issuance of Series H Preferred Stock, the Corporation shall subdivide or split-up the outstanding shares of Common Stock, or shall declare a dividend or other distribution on its outstanding Common Stock payable in shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock that are not distributed to the holders of Series H Preferred Stock (“Common Stock Equivalents”), without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), the Conversion Price in effect immediately prior to such subdivision or the declaration of such dividend shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of Series H Preferred Stock shall be increased in proportion to the increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents with the number of shares issuable with respect to Common Stock Equivalents determined from time to time, and in case the Corporation shall at any time combine the outstanding shares of Common Stock, the Conversion Price in effect immediately prior to such combination shall be proportionately increased, effective at the close of business on the date of such subdivision, dividend, or combination, as the case may be.

(3) Issuance of Rights. In case the Corporation shall issue to all holders of its Common Stock rights, options, or warrants to subscribe for or purchase, or other securities exchangeable for or convertible into, shares of Common Stock that are not distributed to holders of Series H Preferred Stock (any such rights, options, warrants, or other securities, collectively, “Rights”) (excluding rights to purchase Common Stock pursuant to a Corporation plan for reinvestment of dividends or interest) at a subscription offering, exercise, or conversion price per share (as defined below, the “offering price per share”) which, before deduction of customary discounts and commissions, is lower than the Current Market Price per share of Common Stock on the record date of such issuance or grant, whether or not, in the case of Rights, such Rights are immediately exercisable or convertible, then the Conversion Price shall be adjusted by multiplying the Conversion Price in effect immediately prior to any adjustment in connection with such issuance or grant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the record date of issuance or grant of such Rights plus the number of shares that the aggregate offering price (as defined below) of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share of Common Stock on the record date, and the denominator of which is the number of shares of Common Stock outstanding plus the aggregate number of shares of Common Stock issuable upon exercise or conversion of the Rights. Such adjustments shall be made immediately after the record date for the issuance or granting of such Rights. For purposes of this clause, the “offering price per share” of Common Stock shall, in the case of Rights, be determined by dividing (x) the total amount received or receivable by the Corporation in respect of the offering, upon exercise or conversion thereof (the “aggregate offering price”), by (y) the total number of shares of Common Stock covered by such Rights.

(4) Computations. For the purpose of any computation under this Section 8.4(f), the “Current Market Price” per share of Common Stock at any date shall mean the average of the closing price of the Common Stock on all securities exchanges (including the NASDAQ Stock Market) on which it may at the time be listed, or, if there have been no sales on any such exchange on any day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted on the NASDAQ Stock Market as of 4:00 p.m., New York time, or if on any day such security is not quoted in the NASDAQ Stock Market, the average of the highest bid and lowest ask prices on such day in the domestic over-the-counter market as reported by the OTC Bulletin Board, Pink Sheets LLC, or any similar successor organization, in each case for (i) the 10 consecutive trading days commencing 20 trading days prior to the earlier to occur of (A) the date as of which the Current Market Price is to be computed or (B) the last full trading day before the commencement of “ex-dividend” trading in the Common Stock relating to the event giving rise to the adjustment required by Section 8.4(f), or (ii) if the Common Stock is not listed on a securities exchange, any other arm’s length adjustment formula that the Board of Directors may use in good faith. In the event the Common Stock is not then publicly traded or if for any other reason the Current Market Price per share cannot be determined pursuant to the foregoing provisions of this Section 8.4(f) (4), the Current Market Price per share shall be the fair market value of the Common Stock as reasonably and in good faith determined by the Board of Directors.

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(5) Securities. For the purpose of this Section 8.4, the term “shares of Common Stock” shall mean (i) the class of stock designated as Common Stock, without par value, of the Corporation on the date of filing these Articles of Amendment or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.

(6) Re-Adjustment. If, at any time after any adjustment to the number of Shares of Common Stock issuable upon conversion of the Series H Preferred Stock and the Conversion Price shall have been made pursuant to this Section 8.4(f) any rights, options, warrants, or other securities convertible into or exchangeable for shares of Common Stock shall have expired, or any thereof shall not have been exercised, the Conversion Price and the number of shares of Conversion Stock issuable upon conversion of the Series H Preferred Stock shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case me be) as if (i) the only shares of Common Stock offered were the shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options or warrants and (ii) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Corporation for the issuance, sale or grant of all such rights, options or warrants whether or not exercised; provided, further that no such readjustment shall have the effect of increasing the Conversion Price or decreasing the number of shares of Conversion Stock issuable upon conversion of the Series H Preferred Stock by an amount (calculated by adjusting such increase or decrease as appropriate to account for all other adjustments pursuant to this Section 8.4(f) following the date of the original adjustment referred to above) in excess of the amount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options or warrants.

(7) Miscellaneous.

(A) All calculations under this Section 8.4(f) shall be made to the nearest cent or to the nearest one hundredth (1/100) of a share, as the case may be.

(B) No adjustment in the Conversion Price need be made if such adjustment would result in a change in such Conversion Price of less than $0.01. Any adjustment of less than $0.01, which is not made, shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of $0.01 or more in such Conversion Price.

(C) In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Corporation shall mail to each holder of Series H Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

(g) Good Faith. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, 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 to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of Section 8.4(f) and in the taking of all such actions as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series H Preferred Stock against impairment.

(h) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to Section 8.4(f), the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the holders of Series H Preferred Stock a certificate signed by the Chief Financial Officer (or an officer holding a similar position) of the Corporation setting forth (a) such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based and (b) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of his shares. The Corporation shall, upon the written request at any time of any holder of Series H Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (a) such adjustment and readjustment, (b) the Conversion Price at the time in effect, and (c) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received upon the conversion of such holder’s Series H Preferred Stock.

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8.5 Voting Rights.

(a) General Voting Rights; Board Nominee Rights; Reduction in the Size of the Board. Except as otherwise required by applicable law or the Articles of Incorporation, each holder of Series H Preferred Stock shall have the right to one vote for each share of Common Stock into which Series H Preferred Stock could then be converted and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with the holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote and shall vote as a series where required by law or as provided below. Fractional voting shall not be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series H Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). In addition to any rights granted to a holder of shares of Series H Preferred Stock pursuant to this Section 8, shares of Series H Preferred Stock shall be entitled to vote as a class or series, separate and apart from any other series of Preferred Stock or any holders of shares of Common Stock, on any matter as to which class voting (or series voting, as applicable) is required under applicable law. For so long as at least 100,000 shares of Series H Preferred Stock are outstanding (as adjusted for stock splits, combinations and the like) the holders of a majority of the Series H Preferred Stock shall have the right to nominate two persons for election to the Board of Directors of the Corporation.

(b) Protective Provisions. So long as any of the originally issued shares of Series H Preferred Stock (subject to adjustment for any stock splits, combinations, recapitalizations, and the like) are outstanding as a single class, and except as otherwise mandated by applicable law or the terms of the Articles of Incorporation, this Corporation shall not without first obtaining the consent of the holders of not less than a majority of the then outstanding Series H Preferred Stock:

(1) take any action (by reclassification, merger, consolidation, reorganization, or otherwise) that adversely affects the rights, preferences, and privileges of the holders of the Series H Preferred Stock;

(2) amend, alter, or repeal any provision of, or add any provision to the Articles of Incorporation and/or the Articles of Amendment (whether by reclassification, merger, consolidation, reorganization, or otherwise) or bylaws of the Corporation;

(3) declare or pay dividends on shares of Common Stock or Preferred Stock that is junior to the Series H Preferred Stock;

(4) create any new series or class of Preferred Stock or any debt or equity security having a preference or priority as to dividends, interest or upon liquidation senior to or pari passu with that of the Series H Preferred Stock (by reclassification, merger, consolidation, reorganization, or otherwise);

(5) reclassify any class or series of Preferred Stock into shares with a preference or priority as to dividends or assets superior to or on a parity with that of the Series H Preferred Stock (by reclassification, merger, consolidation, reorganization, or otherwise);

(6) apply any of its assets to the redemption or acquisition of shares of Common Stock or Preferred Stock, except pursuant to any agreement granting the Corporation a right of first refusal or similar rights, and except in connection with purchases at fair market value from employees, advisors, officers, directors, consultants, and service providers of the Corporation upon termination of employment or service;

(7) increase or decrease the number of authorized shares of any series of Preferred Stock or Common Stock of the Corporation;

(8) agree to an Acquisition or Asset Transfer;

(9) materially change the nature of the Corporation’s business;

(10) liquidate, dissolve, or windup the affairs of the Corporation; or

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(11) increase the number of shares of Common Stock reserved for issuance under the Company’s 1992 Stock Incentive Plan in excess of 5,400,000 shares (as adjusted for stock splits, stock dividends, and the like) or otherwise reserve for issuance or issue shares of common stock to employees or directors of the Company under any stock incentive plan or agreement not in effect on January 17, 2013; or

(12) prepay any indebtedness for borrowed money.

8.6 Miscellaneous.

(a) Transfer and Documentary Taxes. The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Series H Preferred Stock or shares of Common Stock or other securities issued on account of Series H Preferred Stock pursuant hereto or certificates representing such shares or securities. The Corporation shall not, however, be required to pay any such tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Series H Preferred Stock or Common Stock or other securities in a name other than that in which the shares of Series H Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any person with respect to any such shares or securities other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment described in this sentence unless and until the person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.

(b) Delivery of Certificates. In the event that the holder of shares of Series H Preferred Stock shall not by written notice designate the address to which the certificate or certificates representing shares of Common Stock to be issued upon conversion of such shares should be sent, the Corporation shall be entitled to send the certificate or certificates representing such shares to the address of such holder shown on the records of the Corporation or any transfer agent for the Series H Preferred Stock.

(c) Transfer Agents. The Corporation may appoint, and from time to time discharge and change, a transfer agent of the Series H Preferred Stock. Upon any such appointment or discharge of a transfer agent, the Corporation shall send notice thereof by first-class mail, postage prepaid, to each holder of record of Series H Preferred Stock.

(d) Conversion Agents. The Corporation may appoint, and from time to time may replace, a conversion agent for the Series H Preferred Stock. Upon any such replacement of the conversion agent, the Corporation shall send notice thereof by first-class mail, postage prepaid, to each holder of record of Series H Preferred Stock.

(e) Transfer of Stock. The Series H Preferred Stock shall be transferable by the holders, provided that such transfer is made in compliance with applicable federal and state securities laws and any applicable agreements between the Corporation and the holders of Series H Preferred Stock.”

The amendment to the Articles was approved by the Board of Directors of the Corporation on January 17, 2013, without shareholder action. Shareholder action was not required.

BIOJECT MEDICAL TECHNOLOGIES INC.
By:	/s/ Mark Logomasini
	Mark Logomasini
	President and Chief Executive Officer

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EX-10.1

Exhibit 10.1

BIOJECT MEDICAL TECHNOLOGIES INC.

SERIES H CONVERTIBLE PREFERRED STOCK

PURCHASE AGREEMENT

This Purchase Agreement (this “Agreement”) is made and entered into as of January 24, 2013, by and among Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), and the investors whose names and addresses are set forth on the signature page hereto (individually, a “Purchaser” and, collectively, the “Purchasers”).

RECITALS

The Company has authorized the sale and issuance of an aggregate of up to 225,000 of its Series H Convertible Preferred Stock.

The Purchasers desire to purchase 99,455 shares of Series H Convertible Preferred Stock (the “Shares”) in exchange for (a) payment of $850,000 in cash and (b) the cancellation of the outstanding principal amount of and accrued interest through the Closing Date of those convertible notes and warrants issued by the Company and held by a Purchaser (together with the associated warrants, each a “Note” and together the “Notes”) listed on the signature page hereto on the terms and conditions set forth herein.

The Purchasers, Albert Hansen and Ralph Makar agree that the Company shall repay Mr. Hansen’s and Mr. Makar’s Notes instead of exchanging such Notes for shares of Series H Convertible Preferred Stock, provided that Mr. Hansen and Mr. Makar tender to the Company the Notes and the warrants associated with such Notes for cancellation in consideration of such treatment of the Notes.

The Company desires to issue and sell the Shares to the Purchasers on the terms and conditions set forth herein.

AGREEMENT

In consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the parties hereto agree as follows:

1. AGREEMENT TO SELL AND PURCHASE.

1.1 Authorization of Shares. On or prior to the Closing (as hereinafter defined), the Company shall have authorized (a) the sale and issuance to the Purchasers of the Shares and (b) the issuance of such shares of common stock, no par value, of the Company (“Common Stock”) to be issued upon conversion of the Shares (the “Conversion Shares”). The Shares shall have the rights, preferences, privileges and restrictions set forth in the Articles of Amendment to the Company’s 2002 Restated Articles of Incorporation, in the form attached hereto as Exhibit A (the “Articles of Amendment”).

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1.2 Sale and Purchase. Subject to the terms and conditions hereof, at the Closing the Company hereby agrees to issue and sell to each Purchaser, severally and not jointly, and each Purchaser agrees to purchase from the Company, severally and not jointly, a number of Shares equal to the nearest whole number of Shares which can be purchased with the Payment, at a price of $10.00 per share. Payment shall mean, for each Purchaser (a) the amount of cash to be paid by such Purchaser, as set forth on the signature page hereto, added to (b) the aggregate amount of the outstanding principal amount of and accrued interest on such Purchaser’s Note through the Closing Date, if such Purchaser is tendering a Note as payment for Shares. The accrued interest on the Notes gives effect simple annual interest and the Notes are hereby amended and corrected effective as of the date of issuance to include annual interest. Any accrued interest that cannot be converted into a whole Share shall be paid in cash by the Company a Purchaser.

2. CLOSINGS, DELIVERY AND PAYMENT.

2.1 Closing. The closing of the sale and purchase of the Shares under this Agreement (the “Closing”) shall take place at 10:00 a.m. on the Business Day following the satisfaction or waiver of the closing conditions in Section 6, at the offices of the Company in Tigard, Oregon, or at such other time or place as the Company and the Purchasers may mutually agree (such date is hereinafter referred to as the “Closing Date”).

2.2 Delivery at Closing. At the Closing, subject to the terms and conditions hereof, the Company will deliver to each Purchaser one or more certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by each Purchaser in writing, representing the number of Shares to be purchased at the Closing by such Purchaser and the Purchasers will deliver to the Company the Payment. The name(s) in which certificates are to be registered are as set forth on the signature page hereto.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth on a Schedule of Exceptions delivered by the Company to the Purchasers at the Closing (the “Schedule of Exceptions”) specifically identifying the relevant Section or Sections hereof and except as disclosed in the Company’s publicly available filings made with the Securities and Exchange Commission, the Company hereby represents and warrants to each Purchaser as of the date of this Agreement as set forth below.

3.1 Organization and Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Oregon. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver the Articles of Amendment, this Agreement, the Registration Rights Agreement in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), and any other agreements contemplated hereby (collectively, the “Transaction Documents”), to issue and sell the Shares and the Conversion Shares, and to carry out the provisions of the Transactions Documents and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a Material Adverse Effect (as hereinafter defined).

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3.2 Subsidiaries. The Company does not own or control any equity security or other interest of any other corporation, limited partnership or other business entity other than Bioject, Inc. and Marathon Medical Technologies, Inc., which are wholly owned subsidiaries of the Company. The Company is not a participant in any joint venture, partnership, or similar arrangement. Each of the Company’s subsidiaries has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as conducted and as proposed to be conducted, and is duly qualified and is in good standing as a foreign corporation in each jurisdiction in which such qualification is required, except where the failure to be so qualified will not have a Material Adverse Effect. All of the issued and outstanding capital stock of each such subsidiary has been duly authorized and validly issued, is duly paid and nonassessable and is owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of each such subsidiary was issued in violation of any preemptive or similar rights of any third party.

3.3 Capitalization.

(a) The authorized capital stock of the Company, on the date hereof, consists of (i) 100,000,000 shares of common stock, no par value per share (“Common Stock”), 18,908,594 shares of which are issued and outstanding and (ii) 10,000,000 shares of preferred stock, no par value per share (“Preferred Stock”), (A) 1,235,000 shares of which are designated Series A Preferred Stock (the “Series A Preferred”), of which no shares are issued and outstanding, (B) 200,000 shares of which are designated Series B Preferred Stock (the “Series B Preferred”), of which no shares are issued and outstanding, (C) 500,000 shares of which are designated Series C Preferred Stock (the “Series C Preferred”), of which no shares are issued and outstanding, (D) 2,086,957 shares of which are designated Series D Preferred Stock (the “Series D Preferred”), all of which are outstanding, (E) 4,000,000 shares which are designated Series E Preferred Stock (the “Series E Preferred”), 3,858,908 of which are issued and outstanding, (F) 9,644 shares of which are designated Series F Preferred Stock (the “Series F Preferred”), 9,644 of which are issued and outstanding, (G) 184,615 shares which are designated Series G Preferred Stock (the “Series G Preferred Stock”), 118,616 of which are issued and outstanding and (H) 125,000 shares of which are designated Series R Participating Preferred Stock (the “Series R Preferred”), of which no shares are issued and outstanding. There are no warrants for capital stock of the Company outstanding other than a warrant issued to Partners for Group for 71,429 shares of Common Stock at an exercise price of $.90 per share, which warrant expires on August 30, 2014.

(b) On the date hereof (i) no shares have been issued pursuant to restricted stock purchase agreements, the restrictions under which have not expired, (ii) options and restricted stock units to acquire 1,979,623 shares of Common Stock have been granted or are currently outstanding, (iii) the Company has reserved 749,076 shares of Common Stock for future issuance to officers, directors, employees and consultants of the Company, as part of a stock incentive plan, and (iv) 354,454 shares of Common Stock are reserved for issuance under the Company’s 401(k) plan.

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(c) Other than (i) as set forth in Section 3.3 of the Schedule of Exceptions, (ii) the shares reserved for issuance under Section 3.3(b)(ii)-(iv), and (iii) except as may be granted pursuant to this Agreement and the Registration Rights Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal, whether in favor of the Company or any other person), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities.

(d) All issued and outstanding shares of the Common Stock and Preferred Stock (i) have been duly authorized and validly issued, are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and (iii) were not issued in violation or subject to any preemptive rights or other rights to subscribe for or purchase securities.

(e) The rights, preferences, privileges, and restrictions of the Shares are as stated in the Articles of Amendment. The Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Articles of Amendment, as the case may be, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and, except as provided in the Registration Rights Agreement, will be free of any liens or encumbrances; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

(f) No stock plan, stock purchase, stock option, or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment (whether actual or constructive); or (ii) the occurrence of any other event or combination of events.

(g) The sale of the Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

3.4 Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors, and stockholders necessary for the authorization of this Agreement and the other the Transaction Documents, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance, and delivery of the Shares pursuant hereto and the Conversion Shares pursuant to the Articles of Amendment, as the case may be, has been taken or will be taken prior to the Closing.

The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions therein contemplated will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of, or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company is a party or by which the Company or any of its properties

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may be bound or affected and in each case which individually or in the aggregate would have a material adverse effect on the condition (financial or otherwise), properties, business, or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its respective properties. No consent, approval, authorization or other order of, or filing with, any court, regulatory body, administrative agency, or other governmental body is required for the execution and delivery of the Transaction Documents or the consummation of the transactions contemplated by the Transaction Documents, except for (a) the filing of the Articles of Incorporation, which will be filed on the Closing Date, and (b) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner.

The Transaction Documents when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 9 of the Registration Rights Agreement may be limited by applicable laws.

3.5 Exchange Act Filings; Listing. During the twelve (12) calendar months immediately preceding the date of this Agreement, all reports and statements required to be filed by the Company with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, have not been timely filed. The Company’s Common Stock is quoted on the OTC Pink Markets.

3.6 Financial Statements. The Company has made available to the Purchaser its (or to the extent applicable, those of any predecessor in interest) the unaudited financial statements, together with the related notes of the Company at December 31, 2012 and December 31, 2011 and the audited financial statements, together with related notes of the Company at December 31, 2010 (the “Financial Statements”) The Financial Statements (a) represent actual bona fide transactions, (b) have been prepared from the books and records of the Company in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except as disclosed therein or in the Schedule of Exceptions, and (c) fairly present, on the basis stated therein and on the date thereof, the financial condition and position of the Company as of dates indicated and its results of operations and cash flows for the periods then ended; provided, however, that the December 31, 2012 statements are subject to normal recurring year-end adjustments (which are not expected to be material either individually or in the aggregate), and omit all footnotes required under generally accepted accounting principles.

The books of account and other records of the Company are complete and correct and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls.

3.7 Liabilities. The Company has no material liabilities and, to the best of its knowledge, knows of no material contingent liabilities, in each case except as disclosed in the

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Financial Statements except for current liabilities incurred in the ordinary course of business subsequent to the Statement Date that are not material, either in any individual case or in the aggregate.

3.8 Agreements; Action.

(a) Except for the documents listed in the Exhibit Index to the Annual Report on Form 10-K for the year ended December 31, 2010, or contained in Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed since that date, or other contracts or agreements referred to or contemplated herein or therein, there are no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.

(b) Since December 31, 2012, unless disclosed in the Financial Statements, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $50,000 or, in the case of indebtedness and/or liabilities individually less than $50,000, in excess of $200,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of this subsection, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

(c) The Company is not under any binding obligation to any third party (other than obligations to keep information or discussions confidential) as a result of any discussion or negotiation undertaken in the past twelve months relating to (i) the consolidation or merger of the Company with or into any such corporation or corporations, (ii) the sale, conveyance, or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or (iii) any other form of acquisition, liquidation, dissolution, or winding up, of the Company.

3.9 Obligations to Related Parties. Except as set forth on the Schedule of Exceptions, or in the Financial Statements, there are no obligations of the Company to officers, directors or employees of the Company other than (a) for payment of salary for services rendered, (b) reimbursement for reasonable expenses incurred on behalf of the Company, (c) for other standard employee benefits made generally available to all employees (including stock option agreements and restricted stock unit agreements outstanding under any stock option plan approved by the Board of Directors of the Company), (d) stock award obligations to the Chief Executive Officer pursuant to his employment agreement, (e) accruing dividends with respect to the Series F and G Preferred and (f) obligations for indemnification under the Company’s organizational documents and applicable law. Except as set forth on the Schedule of Exceptions, none of the officers, directors or key employees of the Company, or any members of their immediate families, are indebted to the Company or, to the Company’s knowledge, have any

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direct or, to the best of the Company’s knowledge, indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company, other than passive investments in publicly traded companies (representing less than 1% of such company) which may compete with the Company. No officer or director, or any member of their immediate families, is, directly or, to the best of the Company’s knowledge, indirectly, interested in any contract with the Company (other than such contracts as relate to any such person’s ownership of capital stock or other securities of the Company). Except as may be disclosed in the Financial Statements, the Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation, other than Bioject, Inc.

3.10 Changes. Since December 31, 2012 and except as disclosed on any Form 8-K filed since December 31, 2012, there has not been:

(a) Any change in the assets, liabilities, financial condition, or operations of the Company from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a Material Adverse Effect;

(b) Any resignation or termination of any officer, key employee or group of employees of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer, key employee or group of employees;

(c) Any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;

(d) Any damage, destruction or loss, whether or not covered by insurance, which is reasonably expected to have a Material Adverse Effect;

(e) Any waiver by the Company of a valuable right or of a material debt owed to it;

(f) Any direct or indirect loans made by the Company to any employee, officer or director of the Company, other than advances made in the ordinary course of business;

(g) Any material change in any compensation arrangement or agreement with any employee, officer or director;

(h) To the knowledge of the Company, any labor organization activity related to the Company;

(i) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;

(j) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets, other than the granting of licenses to strategic partners in the ordinary course of the Company’s business;

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(k) Any change in any material agreement to which the Company is a party or by which it is bound which is reasonably expected to have a Material Adverse Effect;

(l) Any other event or condition of any character that, either individually or cumulatively, has or is reasonably expected to have a Material Adverse Effect; or

(m) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (l) above.

3.11 Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its material tangible properties and assets, including the tangible properties and assets reflected in the most recent balance sheet included in the Financial Statements, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those resulting from taxes which have not yet become delinquent, (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (c) those that have otherwise arisen in the ordinary course of business. All material facilities, machinery, equipment, fixtures, vehicles and other tangible assets owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. The Company is in compliance with all material terms of each lease to which it is a party or is otherwise bound.

3.12 Intellectual Property

(a) Set forth in Schedule 3.12 is a true and complete list of all patents, patent applications, trademarks, service marks, trademark and service mark applications, trade names, copyright registrations and licenses presently used by the Company (with the exception of licenses and rights in “off the shelf” software publications and sold as such). To the Company’s best knowledge, the Company has full title and ownership of, or is duly licensed or otherwise authorized to use, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, know-how, information and other proprietary rights and processes and formulae, and applications for patents, trademarks, service marks, and copyrights (collectively, “Intellectual Property Rights”) necessary for its business as now conducted or as presently proposed to be conducted, without any infringement of the rights of others. There are no outstanding options, licenses, or agreements of any kind relating to any of the Intellectual Property Rights that are owned by the Company, or to the Company’s knowledge, relating to rights that are licensed to the Company by other parties. The Company is not bound by nor is it a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights of any other person or entity other than such licenses or agreements arising from the purchase of “off the shelf” software or standard products, and other than licenses granted by sponsors of the Company in order to enable the Company to perform its production services for such sponsors.

(b) Neither the Company nor any of its subsidiaries is in default of its obligations to pay royalties or other amounts to other persons by reason of the ownership or use of any Intellectual Property Rights used by the Company and its subsidiaries for the conduct of their respective businesses.

(c) To the best of the Company’s knowledge, no Intellectual Property Right owned by the Company or any of its subsidiaries violates or will violate any license or infringes

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or will infringe any Intellectual Property Rights of another. To the best of the Company’s knowledge, no Intellectual Property Right, product or service marketed, sold or licensed (as licensor or as licensee) by the Company or any of its subsidiaries, violates or will violate any license or infringes or will infringe any Intellectual Property Rights of another, nor has the Company or any of its subsidiaries received any notice that any of the Intellectual Property Rights used by the Company or any of its subsidiaries for the conduct of their respective businesses, conflicts or will conflict with the rights of others.

(d) There are no claims pending or, to the best of the Company’s knowledge, threatened with respect to any Intellectual Property Rights necessary or required for the conduct of the business of the Company or any of its subsidiaries as currently conducted, nor, to the best of the Company’s knowledge, does there exist any basis therefor.

3.13 Compliance with Other Instruments. The Company is not in violation or default of any provision of its articles of incorporation or bylaws. The Company and, to the best of the Company’s knowledge, each other party thereto, is not in breach of or default with respect to any provision of any mortgage, indenture, contract, agreement, instrument, contract, decree, order, lease, franchise, license, permit, or other instrument to which it is party or by which it or any of its properties are bound; and there does not exist any state of facts which, with notice or lapse of time or both, would constitute an event of default as defined in such documents on the part of the Company, except for such breaches and defaults which individually or in the aggregate would not have a Material Adverse Effect. The execution, delivery, and performance of and compliance with this Agreement, the Articles of Amendment, and the Registration Rights Agreement, and the issuance and sale of the Shares pursuant hereto, and of the Conversion Shares pursuant to the Articles of Amendment, will not, with or without the passage of time or giving of notice or both, result in any such material violation, or be in conflict with or constitute a material default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties. The Company has avoided every condition, and has not performed any act, the occurrence of which would result in the Company’s loss of any right granted under any license, distribution agreement, or other agreement required to be disclosed on the Schedule of Exceptions.

3.14 Litigation. There is no action, suit, proceeding, or investigation pending or, to the Company’s knowledge, currently threatened against the Company that questions the validity of this Agreement, the Articles of Amendment, or the Registration Rights Agreement or the right of the Company to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby, or which might result, either individually or in the aggregate, in any Material Adverse Effect, nor is the Company aware that there is any basis for any of the foregoing. The foregoing includes, without limitation, actions pending or, to the Company’s knowledge, threatened or any basis therefor known by the Company involving the prior employment of any of the Company’s employees, their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate.

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3.15 Tax Returns and Payments. The Company has timely filed all material tax returns (federal, state, and local) required to be filed by it. All taxes shown to be due and payable on such returns and to the Company’s knowledge all other material taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Company has not been notified in writing (a) that any of its federal, state, or local tax returns have been or are being audited as of the date hereof, or (b) of any proposed deficiency in or adjustment to its federal, state or local taxes. The Company has no knowledge of any liability for any material tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for. The Company has withheld and paid all taxes required to be withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, or other third party. There are no agreements, waivers, or other arrangements providing for an extension of time with respect to the assessment of any taxes or deficiency against the Company. To the Company’s knowledge, there is no pending or threatened investigation of the Company by any federal, state, foreign, or local authority relating to any taxes or assessments, or any claims for additional taxes or assessments asserted by any such authority.

3.16 Employees. The Company has no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company’s knowledge, threatened with respect to the Company. To the Company’s knowledge, no employee of the Company, nor any consultant with whom the Company has contracted, is in material violation of any term of any employment contract, proprietary information agreement, or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company because of the nature of the business to be conducted by the Company; and to the Company’s knowledge the continued employment by the Company of its present employees, and the performance of the Company’s contracts with its independent contractors, will not result in any such material violation. The Company has not received any written notice alleging that any such material violation has occurred. No employee of the Company has been granted the right to continued employment by the Company or to any material compensation following termination of employment with the Company (other than to Mark Logomasini, Richard Stout and Christine Farrell pursuant to their respective employment agreements). The Company is not aware that any officer, key employee, or group of employees intends to terminate his, her, or their employment with the Company, nor does the Company have a present intention to terminate the employment of any officer, key employee, or group of employees. The Company is not aware of any claims, actions, proceedings, or threats relating to sexual harassment, wrongful termination, discrimination, or any other employment matter. To the Company’s knowledge there is no fact or circumstance that is reasonably expected to, with the passage of time or otherwise, cause this representation to be no longer true and correct. To the Company’s knowledge, the Company is in compliance in all material respects with all provisions of the Fair Labor Standards Act, all applicable state wage and hour laws, and all applicable workers’ compensation laws.

3.17 Employee Benefit Plans; ERISA. All pension, retirement, bonus, profit sharing, stock option, employee, and other benefit or welfare plans or arrangements maintained by the Company, or to which the Company contributes or is required to contribute, to the extent

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required, materially comply with the provisions of and have been administered and maintained in material compliance with the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and all other applicable laws. The Company is not a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation plan or agreement, including, but not limited to, any “employee pension benefit plan” as defined in Section 3 of ERISA. All unpaid liabilities of the Company with respect to, and all unfunded benefits (whether vested or not) under, each employee welfare benefit plan as defined in Section 3(1) of ERISA maintained by the Company have been calculated and are reflected in the Company’s financial statement in accordance with generally accepted accounting principles, and any such liabilities incurred after the date of such financial statements will be incurred in the ordinary course of business, determined in a manner substantially similar to that used in such financial statements.

3.18 Obligations of Management. Each officer and key employee of the Company is currently devoting substantially all of his or her business time to the conduct of the business of the Company. The Company is not aware that any officer or key employee of the Company is planning to work less than full time at the Company in the future. No officer or key employee is currently working or, to the Company’s knowledge, plans to work for a competing enterprise, whether or not such officer or key employee is or will be compensated by such enterprise.

3.19 Voting Rights. To the Company’s knowledge, no stockholder of the Company has entered into any agreement with respect to the voting of equity securities of the Company.

3.20 Compliance with Laws; Permits. The Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties which violation would have a Material Adverse Effect. No governmental orders, permissions, consents, approvals, or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement and the issuance of the Shares and the Conversion Shares, except such as has been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing (including the filing of relevant notices under applicable state law and a Form D pursuant to the Securities Act), as will be filed in a timely manner. The Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could have a Material Adverse Effect and believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted.

3.21 Environmental and Safety Laws. The Company is not in violation in any material respect of any applicable statute, law or regulation relating to the environment or occupational health and safety, and to its knowledge, no material expenditures are or will be required in order to comply with any such existing statute, law, or regulation. Hazardous Materials (as defined below) are used or have been used, stored, or disposed of by the Company in material compliance with all applicable statutes, laws and regulations. Except as set forth on the Schedule of Exceptions, the Company has not, and to the Company’s knowledge, no other person has caused any release, threatened release, or disposal of any Hazardous Material on any property owned, leased, or used by the Company. For the purposes of the preceding sentences,

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“Hazardous Material” means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, compound, or material that is listed or otherwise regulated as “hazardous” or “toxic” under any applicable local, state and federal laws and regulations that govern the existence and/or remedy of contamination on property, the protection of the environment from contamination, the control of hazardous wastes, or other activities involving medical waste, biological waste, or hazardous substances (“Applicable Environmental Law”), and includes asbestos, polychlorinated biphenyls (PCBs), petroleum products, or nuclear materials. To the Company’s knowledge, the Company has no material liability for response or corrective action, natural resource damage, or other harm pursuant to Applicable Environmental Law.

3.22 Offering Valid. Assuming the accuracy of the representations and warranties of each Purchaser contained in Section 4.2 hereof, the offer, sale, and issuance of the Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

3.23 Full Disclosure. None of this Agreement, the Registration Rights Agreement, the Articles of Amendment, nor any other certificate delivered by the Company to the Purchaser in connection herewith or therewith or with the transactions contemplated hereby or thereby, contains any untrue statement of a material fact nor omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which such statements were made.

3.24 Insurance. The Company has general commercial, product liability, and fire and casualty insurance policies and, to the best of its knowledge, such policies provide coverage customary for companies similarly situated to the Company.

3.25 Internal Accounting Controls. The Company has established disclosure controls and procedures (as defined in Exchange Act rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to the officers of the Company by others within those entities

3.26 Investment Company. The Company is not regulated or required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

3.27 Integration, Etc. The Company has not in the past nor will it hereafter take any action to sell, offer for sale or solicit offers to buy any securities of the Company which would bring the offer, issuance or sale of the Shares, as contemplated by this Agreement, within the provisions of Section 5 of the Securities Act. Neither the Company nor any of its Affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) which is or could be integrated with the sale of the

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Shares in a manner that would require the registration under the Securities Act of the Shares or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Shares or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.

Each Purchaser hereby represents and warrants to the Company as follows:

4.1 Requisite Power and Authority. If such Purchaser is not a natural person, it is an entity duly organized, validly existing and in good standing under the laws of its state of formation. Such Purchaser has all necessary power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to carry out their provisions. All action on such Purchaser’s part required for the lawful execution and delivery of this Agreement and the Registration Rights Agreement has been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Agreement and the Registration Rights Agreement to which it is a party will be valid and binding obligations of such Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of Section 9 of the Registration Rights Agreement may be limited by applicable laws.

4.2 Investment Representations. Such Purchaser understands that none of the Shares or the Conversion Shares has been registered under the Securities Act. Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser’s representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

(a) Purchaser Bears Economic Risk. Such Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Such Purchaser must bear the economic risk of this investment indefinitely unless the Shares (or the Conversion Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Such Purchaser has requested, received, reviewed, and understood all information it deems relevant in making an informed decision to purchase the Shares, including without limitation, the information contained in the Information Documents.

(b) Acquisition for Own Account. Such Purchaser is acquiring the Shares and the Conversion Shares for such Purchaser’s own account for investment only, and not with a view towards their distribution.

(c) Purchaser Can Protect Its Interest. Such Purchaser represents that by reason of its, or of its management’s, business or financial experience or relationship with the Company, such Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement and the Registration Rights Agreement.

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(d) Accredited Purchaser. Such purchaser acknowledges that the offering of the Shares pursuant to this Agreement has not been reviewed by the SEC or any state regulatory authority. Such Purchaser represents that it is an “accredited investor” within the meaning of Regulation D under the Securities Act. Such Purchaser has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment.

(e) Rule 144. Such Purchaser acknowledges and agrees that the Shares, and, if issued, the Conversion Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available, and such securities will bear a restrictive legend similar to the following:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT REGISTRATION IS NOT REQUIRED.”

Such Purchaser has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations.

(f) Residence. If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser set forth on the signature page hereto; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the principal place of business of the Purchaser, or if not the principal place of business, the office or offices in which its investment decision was made, is located at the address or addresses of the Purchaser set forth on the signature page hereto.

(g) No General Solicitation. The Purchaser has not received any general solicitation or general advertising (including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) concerning the Company or the Shares, nor is the Purchaser aware that any such solicitation or advertising was received by anyone else.

(h) Receipt of Information. Such Purchaser has met with officers of the Company, has had an opportunity to ask questions and receive answers concerning the business, properties, and financial condition of the Company and the terms and conditions of an investment in the Company, and has received all information (including projections about the Company) that such Purchaser believes is necessary or desirable in connection with an

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investment in the Company. Such Purchaser understands that any projections that it has received are based on numerous important assumptions and that some or all of such assumptions will likely prove to be incorrect and, accordingly, the actual results of the Company will vary from the projections and such variations may be material. Such Purchaser has been solely responsible for its own due diligence investigation of the Company and its business, for analysis of the merits and risks of the investment made pursuant to this Agreement and for analysis of the terms of the investment.

4.3 Transfer Restrictions. Each Purchaser acknowledges and agrees that the Shares and, if issued, the Conversion Shares are subject to restrictions on transfer as set forth in the Registration Rights Agreement.

4.4 Short Sales. Each Purchaser agrees not to sell short any shares of Common Stock or engage in other hedging transactions with respect to the Common Stock so long as such Purchaser owns any Shares or Conversion Shares and each Purchaser further agrees that it shall not permit its affiliates to engage in any of the foregoing activities.

5. COVENANTS.

5.1 Corporate Existence. The Company will take all steps necessary to preserve and continue the corporate existence of the Company.

5.2 Reservation of Common Stock. As of the date hereof, the Company has authorized and reserved and the Company shall continue to reserve and keep available, free of preemptive rights, shares of Common Stock for the purpose of enabling the Company to issue the Conversion Shares. The number of shares so reserved shall be increased or decreased to reflect adjustments in the number of Conversion Shares issuable upon conversion of the Shares.

5.3 Increase in Authorized Shares. As such time as the Company would be, if all outstanding Shares were immediately converted, precluded from honoring the conversion of the Shares in full due to the unavailability of a sufficient number of shares of authorized but unissued Common Stock, the Board of Directors of the Company shall promptly (an in any case within 90 days from such date) hold a shareholders meeting in which the shareholders would vote to amend the Company’s Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue to at least a number of shares equal to the sum of (i) all shares of Common Stock then outstanding, (ii) the number of shares of Common Stock issuable on account of all outstanding warrants, options, and convertible securities (other than the Shares) and on account of all shares reserved under any stock option, stock purchase, or similar plan, and (iii) such number of Conversion Shares as would then be issuable upon conversion of all outstanding Shares.

5.4 Exchange Offer. The Company agrees, as soon as practicable, to offer to the existing holders of Series D, Preferred, Series E Preferred, Series F Preferred and Series G Preferred (the “Lettered Stock”), the ability to exchange their shares of Lettered Stock for a new series of preferred stock (the “New Series”). The New Series would not be convertible into Common Stock of the Company, would not have voting rights and would not have a regular dividend. The New Series would have a mandatory redemption date of August 1, 2015, for the current stated value of the Lettered Stock. The New Series would also retain all the liquidation preferences and protective provisions of the Lettered Stock. If the mandatory redemption

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payment is not made, the New Series will begin accruing a penalty dividend of four percent, payable in cash or additional New Series stock. In addition, the Purchasers will be offered the right to exchange the Shares for the New Series at any time prior to August 1, 2015. Any additional terms and conditions of the foregoing are subject to the approval of the Board of Directors of the Company, in the exercise of its fiduciary duty to all shareholders of the Company.

6. CONDITIONS TO CLOSING.

6.1 Conditions to Purchasers’ Obligations at the Closing. The Purchasers’ obligations to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

(a) Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed in all material respects, all obligations and conditions herein required to be performed or observed by it on or prior to the Closing, including but not limited to those set forth in Section 5 above.

(b) Legal Investment. On the Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations to which the Purchasers and the Company are subject.

(c) Consents, Permits, and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement (except for such as may be properly obtained subsequent to the Closing).

(d) Articles of Amendment of Series H Convertible Preferred Stock. The Articles of Amendment shall have been filed with the Secretary of State of the State of Oregon and shall continue to be in full force and effect as of the Closing Date.

(e) Corporate Documents. The Company shall have delivered to the Purchasers or their counsel copies of all corporate documents of the Company as the Purchasers shall reasonably request.

(f) Reservation of Conversion Shares. The Conversion Shares issuable upon conversion of the Shares shall have been duly authorized and reserved for issuance upon such conversion.

(g) Registration Rights Agreement. The Registration Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto.

(h) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Purchasers and their counsel, and the Purchasers and their counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

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6.2 Conditions to Obligations of the Company at the Closing. The Company’s obligation to issue and sell the Shares is subject to the satisfaction, on or prior to the Closing, of the following conditions:

(a) Representations and Warranties True. The representations and warranties in Section 4 made by the Purchasers shall be true and correct in all material respects at the date of the Closing, with the same force and effect as if they had been made on and as of said date.

(b) Performance of Obligations. The Purchasers shall have performed and complied with all agreements and conditions herein required to be performed or complied with by Purchasers on or before the Closing.

(c) Registration Rights Agreement. The Registration Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the Purchasers.

(d) Consents, Permits, and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Transaction Documents.

7. MISCELLANEOUS.

7.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of New York, without reference to principles of conflict of laws.

7.2 Survival. The representations, warranties, covenants, and agreements made herein shall survive any investigation made by the Purchasers and the closing of the transactions contemplated hereby for a period of two years following the Closing Date. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.

7.3 Attorneys’ Fees; Expenses. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. Each party is responsible for the payment of its own expenses and legal fees in connection with the execution and consummation of this Agreement and the Transaction Documents.

7.4 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each person who shall be a holder of the Shares from time to time.

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7.5 Entire Agreement. This Agreement, the exhibits and schedules hereto, the Registration Rights Agreement and the other documents delivered pursuant hereto, all of even date herewith between the parties hereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.

7.6 Severability. In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

7.7 Amendment and Waiver.

(a) This Agreement may be amended or modified only upon the written consent of the Company and holders of at least a majority of the Shares (treated as if converted and including any Conversion Shares into which the Shares have been converted that have not been sold to the public).

(b) The obligations of the Company and the rights of the holders of the Shares and the Conversion Shares under this Agreement may be waived only with the written consent of the holders of at least a majority of the Shares (treated as if converted and including any Conversion Shares into which the Shares have been converted that have not been sold to the public). The rights of the Company under this Agreement may be waived only by the prior written consent of the Company.

7.8 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, the Registration Rights Agreement or the Articles of Amendment, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on the Purchasers’ part of any breach, default or noncompliance under this Agreement, the Registration Rights Agreement or under the Articles of Amendment or any waiver on such party’s part of any provisions or conditions of this Agreement, the Registration Rights Agreement or the Articles of Amendment must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, the Registration Rights Agreement, the Articles of Amendment, by law, or otherwise afforded to any party, shall be cumulative and not alternative; provided, however, that Purchaser may not recover monetary damages under more than one remedy for any give breach, default or non-compliance.

7.9 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address as set forth on the signature

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page hereof and to the Purchasers at the addresses set forth on signature page hereto or at such other address as the Company or the Purchasers may designate by ten days advance written notice to the other parties hereto.

7.10 Titles and Subtitles. The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

7.11 Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile), each of which shall be an original, but all of which together shall constitute one instrument.

7.12 Broker’s Fees. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section 7.13 being untrue.

7.13 Public Announcements and Confidentiality.

(a) Any public announcement, press release, or similar publicity with respect to this Agreement or the Registration Rights Agreement will be issued, if at all, at such time and in such manner as the Purchasers and the Company mutually determine. Except with the prior consent of the Purchasers or as permitted by this Agreement, neither the Company, its shareholders, nor any of their representatives shall disclose to any person (a) the fact that any confidential information of the Company has been disclosed to the Purchasers or their representatives, that the Purchasers or their representatives have inspected any confidential information of the Company, that any confidential information of the Company has been disclosed to the Purchasers or (b) any information about the this Agreement and the Registration Rights Agreement, including the status of such discussions or negotiations, the execution of any documents (including this Agreement) or any of the terms of this Agreement or the Registration Rights Agreement. The Company shall not use the names of any of the Purchasers in any manner, context or format (including, but not limited to, websites or links to websites, press releases, dealing with the Company’s customers, suppliers, and employees) without the prior review and express written consent of the Purchasers. Notwithstanding anything in this section to the contrary, the Company may make any disclosures with respect to this Agreement and the transactions contemplated hereby as are required by law without consent of the Purchasers.

(b) Each party hereto agrees that, except with the prior written consent of the other party, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone any confidential information, knowledge or data concerning or relating to the business or financial affairs of the other parties to which such party has been or shall become privy by reason of this Agreement or the Registration Rights Agreement, discussions or negotiations relating to this Agreement or the Registration Rights Agreement, the performance of its obligations hereunder or the ownership of the Shares purchased hereunder. The provisions of this Section 7.13 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by the parties hereto. Notwithstanding any other express or

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implied agreement or understanding to the contrary, the parties hereto and their respective employees, representatives, and other agents are authorized to disclose the tax treatment and tax structure of the transactions contemplated by this Agreement to any and all persons, without limitation of any kind. The recipient and each other party may disclose all materials of any kind (including opinions or other tax analyses) to the extent (but only to the extent) that they relate to the tax treatment or tax structure of the transactions contemplated by this Agreement. This authorization is not intended to permit disclosure of any other information including (without limitation) (a) any portion of any materials to the extent not related to the tax treatment or the tax structure of the transactions, (b) the identities of participants or potential participants in the transactions, (c) the existence or status of any negotiations, (d) any pricing information, (e) any financial, actuarial or insurance underwriting information relating to the parties hereto, or (f) any other term or detail not related to the tax treatment or tax structure of the transactions.

7.14 Purchasers Business Activities. The Company and each Purchaser hereby acknowledge that some of the Purchasers may be professional investment funds and, therefore, invest in numerous portfolio companies, some of which may be in direct or indirect competition with the Company. No Purchaser shall be liable to the Company or to any other Purchaser for any claim arising out of, or based upon, (i) the investment by any Purchaser in any entity competitive with the Company, or (ii) actions taken by a partner, officer, or representative of any Purchaser that may assist such competitive entity, whether or not such action was taken as a board member, officer, investor in such company or otherwise, and whether or not such action has a detrimental effect on the Company (unless such action involves a breach of Section 7.13(b)).

7.15 Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Shares and Conversion Shares.

7.16 Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

[Signature Page Follows]

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In Witness Whereof, the parties hereto have executed the Purchase Agreement as of the date set forth in the first paragraph hereof.

COMPANY:

BIOJECT MEDICAL TECHNOLOGIES INC.

By:	/s/ Mark Logomasini
Name:	Mark Logomasini
Title:	President and Chief Executive Officer
Address:	7180 SW Sandburg St., Ste 100, Tigard, Oregon 97223

PURCHASERS:

Life Sciences Opportunities Fund II, L.P.	Amount of Cash: $113,880
	Number of Series H Shares Purchased: 11,388

By:	Signet Healthcare Partners, LLC, General Partner
By:	/s/ James Gale
Name:	James Gale
Title:	Managing Director

Address: c/o Signet Healthcare Partners

152 W 57th St 19th Floor, New York, NY 10019

Life Sciences Opportunities, Fund II	Amount of Cash: $636,120
(Institutional), L.P.	Number of Series H Shares Purchased: 63,612

By:	Signet Healthcare Partners, LLC, General Partner
By:	/s/ James Gale
Name:	James Gale
Title:	Managing Director

Address: c/o Signet Healthcare Partners

152 W 57th St 19th Floor, New York, NY 10019

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/s/ Edward Flynn

Edward Flynn

Amount of Cash: $75,000.00

Principal Amount, with Accrued Interest, of Notes: $57,822.58

Number of Warrants: 52,632

Number of Series H Shares Purchased: 13,282

Address: 11-75 Myrtle Avenue, Glendale, New York 11385

/s/ Mark Logomasini

Mark Logomasini

Amount of Cash: $25,000

Principal Amount, with Accrued Interest of Notes: $86,733.87

Number of Warrants: 78,948

Number of Series H Shares Purchased: 11,173

Address: 26212 Dimension Drive Suite 260 Lake Forest, CA 92630

OTHER PARTIES (AGREEMENT AS TO THIRD PARAGRAPH OF THE RECITALS ONLY):

/s/ Albert Hansen

Albert Hansen

Principal Amount, with Accrued Interest of Notes: $86,733.87

Number of Warrants: 78,948

Address: 2412 Naples, Newport Beach, CA 92660

/s/ Ralph Makar

Ralph Makar

Principal Amount, with Accrued Interest of Notes: $28,911.29

Number of Warrants: 26,316

Address:

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Schedule 3.12

Bioject Medical Technologies, Inc.

Trademark Schedule

Description	Registration/ Application Number		Registration/ Application Date
USA Trademarks:
BIOJECT®		2440716		4/3/2001

Patent Schedule

Description	Registration/ Application Number		Registration/ Application Date
USA Patents:
Multiple use needle-less hypodermic injection device for individual users		5782802		7/21/1998

23

Bioject Inc.

Trademark Schedule

Description	Registration/ Application Number		Registration/ Application Date
BIOJECT & Design		2095147		9/9/1997
BIOJECT ZETAJET		4220613		10/9/2012
BIOJECTOR		2095148		9/9/1997
IJECT		2810887		2/3/2004
VITAJET		1838619		6/7/1994
Foreign Trademarks:
B-2000		3300833		12/14/2005
BIOJECT		3301088		1/14/2007
BIOJECT		059252003		8/9/2009
BIOJECT & Design		200508684		2/23/2006
BIOJECT ZETAJET		9701257		8/21/2012
BIOJECT ZETAJET		9136094		11/8/2010
BIOJECT ZETAJET		5477139		3/9/2012
BIOJECT and Design		526097		3/30/2000
BIOJECT and Design		497123		3/9/1999
BIOJECT and Design		4172641		7/31/1998
BIOJECTOR & Design		378650		1/25/1991
PETJET		4310215		2/1/2006
VET JET		4310207		2/22/2006

Patent Schedule

Description	Registration/ Application Number		Registration/ Application Date
US Patents:
Ampule Filling Device		5,649,912		7/22/1997
Ampule for Needleless Injection		5,503,627		4/2/1996
Disposable Needle-free Injection Apparatus and Method		6,607,510		8/19/2003
Disposable Needle-Free Injection Apparatus and Method		6,471,669		10/29/2002
Disposable Needle-Free Injection Apparatus and Method		6,641,554		11/4/2003
Drug Cartridge Assembly and Method of Manufacture		6,883,222		4/26/2005
Drug Vial Mixing and Transfer Device		5,466,220		11/14/1995
Durable Hypodermic Jet Injector Apparatus and Method		6,752,781		6/22/2004
Durable Needle-less Jet Injector Apparatus and Method		6,648,850		11/18/2003
Electrically Powered Jet Injector		5,505,697		4/9/1996
Ergonomic Needle-less Jet Injection Apparatus and Method		6,572,581		6/3/2003
High Workload Needle-Free Injection System		7,156,823		1/2/2007
Injection Apparatus		D399,951		10/20/1998
Intradermal Injection System for Injecting DNA-Based Injectables into Humans		6,319,224		11/20/2001

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Intradermal Injection System for Injecting DNA-Based Injectables into Humans	6,752,780	6/22/2004
Jet Injector Apparatus and Method	6,585,685	7/1/2003
Medication Vial/Syringe Liquid-Transfer Apparatus	5,893,397	4/13/1999
Method for Manufacturing an Ampule	5,312,577	5/17/1994
Needle-Free Injection Devices and Drug Delivery Systems Therefor	7,744,563	6/29/2010
Needle-Free Injection System	7,717,874	5/18/2010
Needle-Free Injection System	6,676,630	1/13/2004
Needle-Free Injection System	7,238,167	7/3/2007
Needle-Free Injector and Process for Providing Serial Injections	7,942,845	5/17/2011
Needleless Hypodermic Injection Device	5,383,851	1/24/1995
Needleless Hypodermic Injection Device	5,312,335	5/17/1994
Needleless Hypodermic Injection Methods and Device	5,399,163	3/21/1995
Needleless Hypodermic Injection Methods and Device	5,520,639	5/28/1996
Needle-less Injection System	6,506,177	1/14/2003
Needleless Syringe with Prefilled Cartridge	6,132,395	10/17/2000
Needleless Syringe with Prefilled Cartridge	6,383,168	5/7/2002
NGAS Powered Self-Resetting Needle-Less Hypodermic Jet Injection Apparatus and Method	6,096,002	8/1/2000
Simplified Disposable Needle-Free Injection Apparatus and Method	6,645,170	11/11/2003
Single-use Needle-less Hypodermic Jet Injection Apparatus and Method	6,264,629	7/24/2001
Single-Use Needle-Less Hypodermic Jet Injection Apparatus and Method	6,783,509	8/31/2004
Single-use Needle-less Hypodermic Jet Injection Apparatus and Method	6,689,093	2/10/2004
Spring Powered Needle-Free Injection System	7,442,182	10/28/2008
Triggering Mechanism for a Needle-Free Injector	7,547,293	6/16/2009
Foreign Patents:
Drug Cartridge Assembly and Method of Manufacture	4816/BE/2011	3/11/2011
Drug Cartridge Assembly and Method of Manufacture	1551476	8/28/2003
Drug Cartridge Assembly and Method of Manufacture	1551476	8/28/2003
Drug Cartridge Assembly and Method of Manufacture	1551476	3/11/2011
Intradermal Injection System for Injecting DNA-Based Injectables into Humans	1,229,950	5/18/2005
Intradermal Injection System for Injecting DNA-Based Injectables into Humans	ZL 00813342.5	11/2/2005
Medication Vial/Syringe Liquid-Transfer Apparatus	3916713	2/16/2007
Medication Vial/Syringe Liquid-Transfer Apparatus	783879	5/21/2003
Medication Vial/Syringe Liquid-Transfer Apparatus	2,192,623	6/27/2000
Needleless hypodermic Injection Methods and Device	3633615	1/7/2005
Needleless hypodermic Injection Methods and Device	0651663	12/01/1999
Needleless hypodermic Injection Methods and Device	676490	7/10/1997
Needleless hypodermic Injection Methods and Device	2,140,772	7/11/2006

25

Needleless Syringe with Prefilled Cartridge	2353948	5/20/2008
Needleless syringe with prefilled cartridge	HK1055912	11/18/2005
Needleless Syringe with Prefilled Cartridge	2,407,056	11/18/2008
Needleless Syringe with Prefilled Cartridge	4709461	3/25/2011
Needleless Syringe with Prefilled Cartridge	ZL 01807774.9	6/22/2005
Single-use Needle-less Hypodermic Jet Injection Apparatus and Method	229947	8/12/2005
Single-use Needle-less Hypodermic Jet Injection Apparatus and Method	1202762	7/6/2011

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EX-10.2

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “Agreement”) is made and entered into as of the 24th day of January, 2013 (the “Effective Date”) between Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each, an “Investor” and collectively, the “Investors”).

RECITALS

A. Certain Investors have purchased shares of the Company’s Series H Convertible Preferred Stock pursuant to the Series H Convertible Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”) by and between the Company and each such Investor.

B. The Company and certain Investors are parties to a Registration Rights Agreement dated December 18, 2009, entered into in connection with the sale of the Company’s Series G Preferred Stock (the “Series G Registration Rights Agreement”).

C. The Company and certain Investors are parties to a Registration Rights Agreement, dated January 22, 2008, entered into in connection with the sale of the Company’s Series F Preferred Stock (the “Series F Registration Rights Agreement”).

D. The Company and certain Investors are parties to a Securities Purchase Agreement, dated as of March 8, 2006 (the “Series E Purchase Agreement”), Article 6 of which provides registration rights related to the Company’s Series E Preferred Stock and certain warrants (the “Series E Registration Rights Provisions”).

E. The Company and certain Investors are parties to a Registration Rights Agreement, dated November 15, 2004, entered into in connection with the sale of the Company’s Series D Preferred Stock (the “Series D Registration Rights Agreement”).

F. The Company and the Investors wish to (1) grant registration rights with respect to the Company’s Series H Preferred Stock and (2) supersede the Series G Registration Rights Agreement, the Series F Registration Rights Agreement, Series D Registration Rights Agreement and the Series E Registration Rights Provisions in their entirety so that all Investors have the same registration rights.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein, the parties mutually agree as follows:

AGREEMENT

1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“Blackout Period” means, with respect to a registration, a period in each case commencing on the day immediately after the Company notifies the Investors that they are required, pursuant

1

to Section 4(f) hereof, to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its Board of Directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such registration statement, if any, would be seriously detrimental to the Company and its shareholders and ending on the earlier of (1) the date upon which the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement to resume; provided, however, that (a) the Company shall limit its use of Blackout Periods, in the aggregate, to 30 Trading Days in any 12-month period and (b) no Blackout Period may commence sooner than 60 days after the end of a prior Blackout Period.

“Business Day” means any day of the year, other than a Saturday, Sunday, or other day on which the Commission is required or authorized to close.

“Closing Date” means the Closing Date under the Purchase Agreement.

“Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Common Stock” means the common stock, no par value, of the Company and any and all shares of capital stock or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Family Member” means (a) with respect to any individual, such individual’s spouse, any descendants (whether natural or adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation, association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust.

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“Form S-1” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the Commission to be used instead of a Form S-1.

“Holder” means each Investor, or any of such Investor’s respective successors and Permitted Assigns who acquire rights in accordance with this Agreement with respect to the Registrable Securities directly or indirectly from an Investor, including from any Permitted Assignee.

“Inspector” means any attorney, accountant, or other agent retained by an Investor for the purposes provided in Section 4(j).

“Majority Holders” means at any time Holders of a majority of the Registrable Securities.

“Permitted Assignee” means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its shareholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a party to this Agreement.

“Preferred Stock” means the Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock of the Company.

The terms “register,” “registered,” and “registration” refer to a registration affected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“Registrable Securities” means shares of Common Stock issued or issuable to each Investor upon conversion of the Preferred Stock issued to each, excluding (i) any Registrable Securities that have been publicly sold or may be sold immediately without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwise; (ii) any Registrable Securities sold by a person in a transaction pursuant to a registration statement filed under the Securities Act or (iii) any Registrable Securities that are at the time subject to an effective registration statement under the Securities Act.

“Registration Statement” means the registration statement required to be filed by the Company pursuant to Section 3(a).

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“SEC Effective Date” means the date the Registration Statement is declared effective by the Commission.

“Trading Day” means a day on whichever (a) the national securities exchange, (b) the Nasdaq Capital Market, or (c) such other securities market, in any such case which at the time constitutes the principal securities market for the Common Stock, is open for general trading of securities.

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2. Term. This Agreement shall continue in full force and effect for a period of eight (8) years from the Effective Date.

3. Registration.

(a) Registration on Form S-1. As promptly as reasonably practicable after the date on which the Majority Holders request in writing (the “Demand Date”), but in any event not later than 180 days after such date ( the “Registration Filing Date”), the Company shall use its commercially reasonable efforts to file with the Commission a registration statement on Form S-1 relating to the resale by the Holders of all of the Registrable Securities; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to Section 4: (i) in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities or blue sky laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so; or (ii) during any Blackout Period, in which case the Registration Filing Date shall be extended to the date immediately following the last day of such Blackout Period.

(b) Piggyback Registration. If the Company shall determine to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders) pursuant to the exercise of demand registration rights, other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Commission Rule 145 transaction, a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization, or similar event, the Company shall promptly give to the Holders written notice thereof (and in no event shall such notice be given less than 20 calendar days prior to the filing of such registration statement), and shall, subject to Section 3(c), include in such registration (and any related qualification under blue sky laws or other compliance) (a “Piggyback Registration”), all of the Registrable Securities specified in a written request or requests, made within 10 calendar days after receipt of such written notice from the Company, by any Holder or Holders. However, the Company may, without the consent of the Holders, withdraw such registration statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities proposed to be registered thereby.

(c) Underwriting. If a Piggyback Registration is for a registered public offering involving an underwriting, the Company shall so advise the Holders in writing or as a part of the written notice given pursuant to Section 3(b). In such event the right of any Holder to registration pursuant to Section 3(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any other shareholders of the Company distributing their securities through such underwriting) enter into an underwriting agreement in

4

customary form with the underwriter or underwriters selected for such underwriting by the Company or selling shareholders, as applicable. Notwithstanding any other provision of this Section 3(c), if the underwriter or the Company determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to distribute their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and the number of shares of Registrable Securities that may be included in the registration and underwriting, if any, shall be allocated among such Holders as follows:

(i) In the event of a Piggyback Registration that is initiated by the Company, the number of shares that may be included in the registration and underwriting shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date hereof, to all selling shareholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included; and

(ii) In the event of a Piggyback Registration that is initiated by the exercise of demand registration rights by a shareholder or shareholders of the Company (other than the Holders), then the number of shares that may be included in the registration and underwriting shall be allocated first to such selling shareholders who exercised such demand and then, subject to obligations and commitments to all other selling shareholders, including the Holders, who have requested to sell in the registration, on a pro rata basis according to the number of shares requested to be included.

No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation.

(d) Other Registrations. Prior to the SEC Effective Date the Company will not, without the prior written consent of the Majority Holders, file or request the acceleration of any other registration statement filed with the Commission, and during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Holder for the resale of any Registrable Securities, the Company shall not, without the prior written consent of the Majority Holders, file any other registration statement or any amendment thereto with the Commission under the Securities Act or request the acceleration of the effectiveness of any other registration statement previously filed with the Commission, other than (A) any registration statement on Form S-8 or Form S-4 and (B) any registration statement or amendment which the Company is required to file or as to which the Company is required to request acceleration pursuant to any obligation in effect on the date of execution and delivery of this Agreement.

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4. Registration Procedures. In the case of each registration, qualification, or compliance effected by the Company pursuant to Section 3 hereof, the Company will keep each Holder including securities therein reasonably advised in writing (which may include e-mail) as to the initiation of each registration, qualification, and compliance and as to the completion thereof. At its expense with respect to any registration statement filed pursuant to Section 3, the Company will use its commercially reasonable efforts to:

(a) prepare and file with the Commission with respect to such Registrable Securities, a registration statement on Form S-1 or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate, and which form shall be available for the sale of the Registrable Securities in accordance with the intended method(s) of distribution thereof, and use its commercially reasonable efforts to cause such registration statement to become and remain effective at least for a period ending with the first to occur of (i) the sale of all Registrable Securities covered by the registration statement, and (ii) the availability under Rule 144 for the Holder to immediately, freely resell without restriction all Registrable Securities covered by the registration statement (in either case, the “Effectiveness Period”); provided that no later than two business days before filing with the Commission a registration statement or prospectus or any amendments or supplements thereto, the Company shall (i) furnish to one special counsel (“Holders’ Counsel”) selected by the Majority Holders for the benefit of the Holders, copies of all such documents proposed to be filed (excluding any exhibits other than applicable underwriting documents), in substantially the form proposed to be filed, which documents shall be subject to the review of such Holders’ Counsel, and (ii) notify each Holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;

(b) if a registration statement is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution of any comments to the satisfaction of the Commission;

(c) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective during the Effectiveness Period (but in any event at least until expiration of the 90-day period referred to in Section 4(3) of the Securities Act and Rule 174, or any successor thereto, thereunder, if applicable), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended method(s) of disposition by the sellers thereof set forth in such registration statement;

(d) furnish, without charge, to each Holder of Registrable Securities covered by such registration statement (i) a reasonable number of copies of such registration statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and supplement thereto as such Holder may request, (ii) such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any other prospectus filed under Rule 424 under the Securities Act) as such Holders may request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness Period;

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(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other applicable securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by such registration statement reasonably requests as may be necessary for the marketability of the Registrable Securities (such request to be made by the time the applicable registration statement is deemed effective by the Commission) and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (e), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction;

(f) as promptly as practicable after becoming aware of such event, notify each Holder of such Registrable Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event which comes to the Company’s attention if as a result of such event the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Company shall promptly prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, unless suspension of the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period, in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period;

(g) comply, and continue to comply during the period that such registration statement is effective under the Securities Act, in all material respects with the Securities Act and the Exchange Act and with all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such registration statement;

(h) as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold pursuant to the Registration Statement of the issuance by the Commission of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time;

(i) permit the Holders of Registrable Securities being included in the Registration Statement and their legal counsel, at such Holders’ sole cost and expense (except as otherwise specifically provided in Section 6) to review and have a reasonable opportunity to comment on the Registration Statement and all amendments and supplements thereto at least two Business Days prior to their filing with the Commission and shall not file any such document to which the Majority Holders reasonably object;

(j) make available for inspection by any Holder and any Inspector retained by such Holder, at such Holder’s sole expense, all Records as shall be reasonably necessary to enable such Holder to exercise its due diligence responsibility, and cause the Company’s officers, directors, and employees to supply all information which such Holder or any Inspector may

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reasonably request for purposes of such due diligence; provided, however, that such Holder shall hold in confidence and shall not make any disclosure of any record or other information which the Company determines in good faith to be confidential, and of which determination such Holder is so notified at the time such Holder receives such information, unless (i) the disclosure of such record is necessary to avoid or correct a misstatement or omission in the Registration Statement and a reasonable time prior to such disclosure the Holder shall have informed the Company of the need to so correct such misstatement or omission and the Company shall have failed to correct such misstatement of omission, (ii) the release of such record is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction or (iii) the information in such record has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information in such records to any Inspector until and unless such Inspector shall have entered into a confidentiality agreement with the Company with respect thereto, substantially in the form of this Section 4(j), which agreement shall permit such Inspector to disclose records to the Holder who has retained such Inspector. Each Holder agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the records deemed confidential. The Company shall hold in confidence and shall not make any disclosure of information concerning a Holder provided to the Company pursuant to this Agreement unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) disclosure of such information to the Staff of the Division of Corporation Finance is necessary to respond to comments raised by the Staff in its review of the Registration Statement, (iii) disclosure of such information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (iv) release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (v) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to such Holder and allow such Holder, at such Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information;

(k) use its commercially reasonable efforts to cause all the Registrable Securities covered by the Registration Statement to be quoted on the principal securities market on which securities of the same class or series issued by the Company are then listed or traded;

(l) provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities at all times;

(m) cooperate with the Holders of Registrable Securities being offered pursuant to the Registration Statement to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities sold pursuant to the Registration Statement and enable such certificates to be in such denominations or amounts as the Holders may reasonably request and registered in such names as the Holders may request;

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(n) during the Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting to induce any Person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the 1934 Act; and

(o) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statement.

5. Suspension of Offers and Sales. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 4(a)(iii) hereof shall be extended by the greater of (i) ten business days or (ii) the number of days during the period from and including the date of the giving of such notice pursuant to Section 4(f) hereof to and including the date when each Holder of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof.

6. Registration Expenses. The Company shall pay all expenses in connection with any registration, including, without limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with securities or blue sky laws, the fees and disbursements of counsel for the Company and of its independent accountants, and the reasonable fees and disbursements of a Holders’ Counsel (not to exceed $10,000); provided that, in any underwritten registration, each party shall pay for its own underwriting discounts and commissions and transfer taxes. Except as provided above in this Section 6 and Section 9, the Company shall not be responsible for the expenses of any attorney or other advisor employed by a Holder of Registrable Securities.

7. Assignment of Rights. No Holder may assign its rights under this Agreement to any party without the prior written consent of the Company; provided, however, that a Holder may assign its rights under this Agreement without such restrictions to a Permitted Assignee as long as (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (c) the Company is given written notice by such Holder of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred or assigned.

8. Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders and the distribution proposed by such Holder or Holders as the Company may request in writing.

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9. Indemnification.

(a) In the event of the offer and sale of Registrable Securities held by Holders under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, and each other person, if any, who controls or is under common control with such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, and expenses to which the Holder or any such director, officer, partner or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such shares were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company shall reimburse the Holder, and each such director, officer, partner, and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding; provided that the Company shall not be liable in any such case (i) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder or (ii) if the person asserting any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased the Registrable Securities that are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person because of the failure of such Holder or underwriter to so provide such amended preliminary or final prospectus and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus as amended or supplemented). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders, or any such director, officer, partner, underwriter or controlling person and shall survive the transfer of such shares by the Holder.

(b) As a condition to including any Registrable Securities to be offered by a Holder in any registration statement filed pursuant to this Agreement, each such Holder agrees to be bound by the terms of this Section 9 and to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged

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untrue statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Holder as a Holder of the Company furnished to the Company, and such Holder shall reimburse the Company, and each such director, officer, and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding; provided, however, that such indemnity agreement found in this Section 9(b) shall in no event exceed the gross proceeds from the offering received by such Holder. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer by any Holder of such shares.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 9(a) or (b) hereof (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 9(a) or (b) hereof, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel to such indemnified party a conflict of interest between such indemnified and indemnifying parties may exist or the indemnified party may have defenses not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defenses thereof or the indemnifying party fails to defend such claim in a diligent manner, other than reasonable costs of investigation. Neither an indemnified nor an indemnifying party shall be liable for any settlement of any action or proceeding affected without its consent. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights set forth above, in any event any party shall have the right to retain, at its own expense, counsel with respect to the defense of a claim.

(d) In the event that an indemnifying party does not or is not permitted to assume the defense of an action pursuant to Section 9(c) or in the case of the expense reimbursement obligation set forth in Section 9(a) and (b), the indemnification required by Section 9(a) and (b) hereof shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills received or expenses, losses, damages, or liabilities are incurred.

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(e) If the indemnification provided for in this Section 9 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall (i) contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense as is appropriate to reflect the proportionate relative fault of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, not only the proportionate relative fault of the indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

(f) Other Indemnification. Indemnification similar to that specified in the preceding subsections of this Section 9 (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

10. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon and the United States of America, both substantive and remedial. Any judicial proceeding brought against either of the parties to this agreement or any dispute arising out of this Agreement or any matter related hereto may be brought in the courts of the State of Oregon or in the United States District Court for the District of Oregon and, by its execution and delivery of this agreement, each party to this Agreement accepts the jurisdiction of such courts. The foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than the parties to this Agreement.

(b) Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, Permitted Assigns, executors and administrators of the parties hereto. In the event the Company merges with, or is otherwise acquired by, a direct or indirect subsidiary of a publicly traded company, the Company shall condition the merger or acquisition on the assumption by such parent company of the Company’s obligations under this Agreement.

(c) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and amends and supersedes in their entirety the Series E Registration Rights Provisions, the Series D Registration Rights Agreement, the Series F Registration Rights Agreement and the Series G Registration Rights Agreement.

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(d) Notices, etc. All notices or other communications which are required or permitted under this Agreement shall be in writing and sufficient if delivered by hand, by facsimile transmission, by registered or certified mail, postage pre-paid, by electronic mail, or by courier or overnight carrier, to the persons at the addresses set forth below (or at such other address as may be provided hereunder), and shall be deemed to have been delivered as of the date so delivered:

If to the Company:	Bioject Medical Technologies Inc. 7180 SW Sandburg Street, Suite 100 Tigard, OR 97223 Attention: Chief Executive Officer Facsimile: (503) 692-6698 E-mail: mlogomasini@bioject.com
If to the Investors:	To each Investor at the address set forth on Exhibit A

or at such other address as any party shall have furnished to the other parties in writing.

(e) Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Holder of any Registrable Securities, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereunder occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement, or any waiver on the part of any Holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

(f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

(g) Severability. In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(h) Amendments. The provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Company and by the holders of 80% of the number of shares of Registrable Securities outstanding as of the date of such amendment or waiver. The Investors acknowledge that by the operation of this Section 10(h), the holders of 80% of the outstanding Registrable Securities may have the right and power to diminish or eliminate all rights of the Investors under this Agreement. If prior to the expiration or termination of this Agreement the Company becomes eligible to use a shelf registration statement with

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respect to the resale of the Registrable Securities on Form S-3 or any future form that permits continuous incorporation by reference of the Company’s filings under the Exchange Act, the parties agree to amend this Agreement to add provisions similar to those in Section 3(a) of the Series F Registration Rights Agreement.

(i) Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

(Signature page follows)

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This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:	BIOJECT MEDICAL TECHNOLOGIES INC.
	By:	/s/ Mark Logomasini
	Name:	Mark Logomasini
	Title:	President and Chief Executive Officer
INVESTORS:	Life Sciences Opportunities Fund II, L.P.
	By:	Signet Healthcare Partners, LLC
	By:	/s/ James Gale
	Name:	James Gale
	Title:	Managing Director
	Life Sciences Opportunities Fund II (Institutional), L.P.
	By:	Signet Healthcare Partners, LLC
	By:	/s/ James Gale
	Name:	James Gale
	Title:	Managing Director
	/s/ Edward Flynn
	Edward Flynn
	/s/ Mark Logomasini
	Mark Logomasini

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EXHIBIT A

INVESTOR INFORMATION

Name	Address	Number of Shares
Life Sciences Opportunities Fund II, L.P.	c/o Signet Healthcare Partners 152 W 57th St 19th Floor New York, NY 10019	316,884 Series D Preferred Stock 325,539 Series E Preferred Stock 17,261 Series G Preferred Stock 11,388 Series H Preferred Stock
Life Sciences Opportunities Fund II (Institutional), L.P.	c/o Signet Healthcare Partners 152 W 57th St 19th Floor New York, NY 10019	1,770,073 Series D Preferred Stock 1,818,423 Series E Preferred Stock 96,420 Series G Preferred Stock 63,612 Series H Preferred Stock
Sanders Opportunity Fund, L.P.		207,255 Series E Preferred Stock
Sanders Opportunity Fund (Institutional) L.P.		656,306 Series E Preferred Stock
Don Sanders		340,555 Series E Preferred Stock
Kathy Sanders		170,277 Series E Preferred Stock

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Sanders 1998 Children’s Trust		170,277 Series E Preferred Stock
Tanya Drury		42,569 Series E Preferred Stock
George Ball		42,569 Series E Preferred Stock Series E Preferred Stock
Don Weir		42,569 Series E Preferred Stock
Ben Morris		42,569 Series E Preferred Stock
Edward Flynn	c/o Bioject Medical Technologies Inc. 7180 SW Sandburg Street, Suite 100 Tigard, OR 97223	7,842 Series F Preferred Stock 4,935 Series G Preferred Stock 13,282 Series H Preferred Stock
David Tierney	c/o Bioject Medical Technologies Inc. 7180 SW Sandburg Street, Suite 100 Tigard, OR 97223	784 Series F Preferred Stock
Ralph Makar	111 SW Harrison St., Apt., 23C Portland, OR 97201	784 Series F Preferred Stock
Christine Farrell	c/o Bioject Medical Technologies Inc. 7180 SW Sandburg Street, Suite 100 Tigard, OR 97223	117 Series F Preferred Stock

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Dr. Richard Stout	c/o Bioject Medical Technologies Inc. 7180 SW Sandburg Street, Suite 100 Tigard, OR 97223	117 Series F Preferred Stock
Mark Logomasini	c/o Bioject Medical	11,173 Series H Preferred
	Technologies Inc. 7180 SW Sandburg Street, Suite 100 Tigard, OR 97223	Stock

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