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): April 30, 2014

BIOJECT MEDICAL TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-15360

Oregon	93-1099680
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7180 SW Sandburg St., Ste. 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

The restructuring plan announced by Bioject Medical Technologies Inc. (the “Company”) on March 20, 2014 (the “Plan”) was completed on April 30, 2014. Pursuant to the Plan, a $500,000 advance from Messrs. Flynn and Logomasini was converted into 50,000 shares of a new Series I Preferred Stock with a conversion price into common stock of $0.075 per share. The Series I Preferred Stock is otherwise identical to the Series H Preferred Stock and the two series rank pari passu with each other. Messrs. Flynn and Logomasini are directors of Bioject and Mr. Logomasini also is Bioject’s President and Chief Executive Officer.

All holders of shares of the Company’s Series D, E, F and G Preferred Stock have converted such preferred shares into 20,062,378 shares of Company common stock pursuant to the terms of such preferred stock, and in consideration of the issuance of $2,170,382.75 of secured notes by the Company, allocated on a prorated basis according to relative liquidation value of such preferred stock. The secured notes mature on April 30, 2017, have an interest rate of 10% and are prepaid from 50% of the net proceeds of certain sales of Company intellectual property in excess of $1 million. Mr. Logomasini will also receive such a secured note in the amount of $85,368.86 for a loan he made to the Company during the summer of 2013.

In addition, existing debt holders with notes aggregating approximately $921,838.36, have exchanged their debt into 92,186 shares of Series I Preferred Stock. This debt included $260,000 of bridge promissory notes issued to Messrs. Flynn and Logomasini during December 2013 and January 2014.

The existing 99,455 shares of Series H Preferred Stock and the 18,908,954 shares of publicly held Common Stock, remain in place. At completion of the Plan,on a fully diluted basis, common share equivalents issued and outstanding aggregate approximately 89,775,000 shares, including existing employee stock options. In addition, pursuant to the Plan, the Company has set aside 7 million shares of common stock for equity incentives to be allocated to officers, employees, directors and consultants, over time.

There can be no assurance that the Plan, including, but not limited to, the additional $500,000 advance, will maintain the viability of Bioject as a going concern.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

(a) See Item 1.01 Entry into a Material Definitive Agreement.

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:

10.1	Restructuring Agreement dated April 30, 2014.
10.2	Form of Senior Secured Promissory Notes issued April 30, 2014
10.3	Registration Rights Agreement dated April 30, 2014.
10.4	Intellectual Property Security Agreement dated April 30, 2014.
10.5	Articles of Amendment to 2002 Restated Articles of Incorporation of the Company, filed in Oregon April 28, 2014

SIGNATURES

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: May 6, 2014	BIOJECT MEDICAL TECHNOLOGIES INC.
	(Registrant)
	/s/ CHRISTINE M. FARRELL
	Christine M. Farrell
	Vice President of Finance
	(Principal Financial and Accounting Officer)

EX-10.1

Exhibit 10.1

BIOJECT MEDICAL TECHNOLOGIES INC RESTRUCTURING AGREEMENT

This Restructuring Agreement (the “Agreement”), dated as of April 30, 2014, is by and among of Bioject Medical Technologies Inc. (“Bioject’) and the holders of its preferred stock and debt who are parties hereto (the “Holders”).

Whereas on March 18, 2014 the Board of Directors of Bioject approved a plan to restructure its balance sheet, in order to ensure the viability of Bioject as a going concern;

Bioject and the Holders hereby agree to the following and by so agreeing the Holders also hereby deliver to Bioject any necessary consents and/or waivers:

1. The advances to Bioject $250,000 by each of Mark Logomasini & Associates, Inc. SEP Fund and Edward Flynn on March 17, 2014, $500,000 in the aggregate, shall be converted into 50,000 shares of new Bioject Series I Preferred Stock at a price of $10 per shares (the “Series I”) on April 30, 2014 (the “Closing Date”). The Series I shall be substantially identical to the Bioject Series H Preferred Stock (the “Series H”) except that each share of the Series I shall be convertible into Bioject common stock, no par value (the “Common Stock”) at a conversion price of $.075 per share. In addition, the Series H and Series I will rank pari passu. Holders of the Series I will become parties to the existing registration rights agreement between Bioject and all holders of all preferred stock of Bioject (the “Registration Rights Agreement”).

2. Existing debt holders of Bioject notes, including accrued interest, aggregating $921,838.36 at the Closing Date, will exchange the notes into shares of the Series I at a price of $10 per share on the Closing Date. The list of such debt holders and the number of shares of Series I into which the notes shall be converted are set forth on Exhibit A hereto. No fractional shares of Series I shall be issued the note amounts will be rounded up into the next share number.

3. Holders of shares of Bioject Series D, E, F and G Preferred Stock (collectively, the “Preferred Stock”) will convert into 20,062,378 shares of Common Stock at the conversion price specified by the terms of the relevant preferred stock instruments and in consideration thereof Bioject and its wholly-owned subsidiary Bioject Inc. jointly shall issue secured three year senior secured promissory notes in the aggregate principal amount of $2,170,382.75 (the “Notes”). The number of shares of Common Stock into which the holders of Preferred Stock shall convert and the specific note amounts to be issued to each such holders of Preferred Stock are set forth on Exhibit B hereto. No fractional shares of Common Stock shall be issued and cash will be paid instead. The form of note and security agreement are attached hereto as Exhibit C. In addition, Mark Logomasini will convert $85,369.86 of his Bioject notes into a note with the same terms as the Notes, and references in the Agreement to Notes shall include this note.

4. Bioject shall establish an equity incentive plan for officers, employees, directors and consultants aggregating 7 million shares of Common Stock.

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5. Each of the Holders represent and warrant that it is either (a) a bank, insurance company, registered investment company, business development company, or small business investment company; (b) an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; (c) a charitable organization, corporation, or partnership with assets exceeding $5 million; (d) a director, executive officer, or general partner of Bioject selling the securities; (e) a business in which all the equity owners are accredited investors; (f) a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person; (g) a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

6. Each of the Holders represents and warrants to Bioject as follows:

a. If such Holder 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 Holder has all necessary power and authority to execute and deliver the Agreement and the Registration Rights Agreement and to carry out their provisions. All action on such Holder’s part required for the lawful execution and delivery of the Agreement and the Registration Rights Agreement has been or will be effectively taken prior to the Closing Date. 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 Holder, 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.

b. Such Holder understands that none of the shares of Series I or Common Stock, and none of the Notes, issuable pursuant to the Agreement, or issuable pursuant conversion of the Preferred Stock (collectively the “Securities”) has been registered under the Securities Act of 1933 (the “Act”). Such Holder also understands that the Securities are being issued under the Agreement pursuant to an exemption from registration contained in the Act based in part upon Holder’s representations contained in the Agreement.

c. Such Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to Bioject so that it is capable of evaluating the merits and risks of its investment in Bioject and has the capacity to protect its own interests. Such Holder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Act, or an exemption from registration is available. Such Holder has requested, received, reviewed, and understood all information it deems relevant in making an informed decision to acquire the Securities.

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d. Such Holder is acquiring the Securities for such Holder’s own account for investment only, and not with a view towards their distribution.

e. Such Holder represents that by reason of its, or of its management’s, business or financial experience or relationship with Bioject, such Holder has the capacity to protect its own interests in connection with the transactions contemplated in the Agreement and the Registration Rights Agreement.

f. Such Holder acknowledges that the issuance of the Securities pursuant to the Agreement has not been reviewed by the SEC or any state regulatory authority. Such Holder has also had the opportunity to ask questions of and receive answers from, the Bioject and its management regarding the terms and conditions of this investment.

g. Such Holder acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available, and such Securities will bear a restrictive legend similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF SHAREHOLDER’S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.”

h. Such Holder has been advised or is aware of the provisions of Rule 144 promulgated under the 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 Bioject (which condition Bioject does not currently satisfy nor is it expected to satisfy in the foreseeable future), 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. Such Holder understands that the resale provisions of Rule 144 are not currently available for shares of Bioject and may never be available.

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

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of Bioject will vary from the projections and such variations may be material. Such Holder has been solely responsible for its own due diligence investigation of Bioject and its business, for analysis of the merits and risks of the investment made pursuant to the Agreement and for analysis of the terms of the investment.

j. Each Holder acknowledges and agrees that the Securities are subject to restrictions on transfer as set forth in the Registration Rights Agreement.

k. Each Holder agrees not to sell short any shares of Common Stock or engage in other hedging transactions with respect to Common Stock so long as such Holder owns any shares of Common Stock or any preferred stock of Bioject and each Holder further agrees that it shall not permit its affiliates to engage in any of the foregoing activities.

7. Bioject hereby represents and warrants to each Holder:

a. Bioject is a corporation duly organized and validly existing under the laws of the State of Oregon. Bioject has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver the Agreement, the Registration Rights Agreement and any other agreements contemplated hereby (collectively, the “Transaction Documents”), to issue and sell the Securities, and to carry on its business as presently conducted. Bioject 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).

b. Bioject 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. which is a wholly owned subsidiary of Bioject. Bioject is not a participant in any joint venture, partnership, or similar arrangement. Bioject Inc.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 Bioject Inc. has been duly authorized and validly issued, is duly paid and nonassessable and is owned by Bioject 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.

c. The authorized capital stock of Bioject, on the date hereof, consists of (i) 100,000,000 shares of 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, (A) 1,235,000 shares of which are designated Series A Preferred Stock, of which no shares are issued and outstanding, (B) 200,000 shares of which are designated Series B Preferred Stock, of which no shares are issued and

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outstanding, (C) 500,000 shares of which are designated Series C Preferred Stock, of which no shares are issued and outstanding, (D) 2,086,957 shares of which are designated Series D Preferred Stock, all of which are outstanding, (E) 4,000,000 shares which are designated Series E Preferred Stock, 3,858,908 of which are issued and outstanding, (F) 9,644 shares of which are designated Series F Preferred Stock, 9,644 of which are issued and outstanding, (G) 184,615 shares which are designated Series G Preferred Stock, 131,521 of which are issued and outstanding, (H) 225,000 shares of Series H Preferred Stock, 99,455 of which are issued and outstanding and (I) 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 Bioject outstanding.

d. No shares have been issued pursuant to restricted stock purchase agreements, the restrictions under which have not expired. Options to acquire 3,357,964 shares of Common Stock have been granted or are currently outstanding. 7,000,000 shares of Common Stock are being reserved as part of the Restructuring for future issuance to officers, directors, employees and consultants of Bioject, as part of an equity incentive plan, and 357,454 shares of Common Stock are reserved for issuance under Bioject’s 401(k) plan. Other than as set forth in the preceding sentence and except as may be granted pursuant to the 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 Bioject or any other person), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from Bioject of any of its securities. All issued and outstanding shares of common stock and preferred stock of Bioject 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 preferred stock of Bioject and Common Stock are stated in the Articles of Incorporation of Bioject, as amended, as of the Closing Date. Shares of Common Stock have been duly and validly reserved for issuance upon conversion of any shares of preferred stock of Bioject. When issued in compliance with the provisions of the Agreement, as the case may be, the Securities consisting of Common Stock and Series I 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 such shares of stock 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. The Notes will be validly issued and constitute valid and binding obligations of Bioject, enforceable against Bioject in accordance with their terms.

f. All corporate action on the part of Bioject, its officers, directors, and stockholders necessary for the authorization of the Agreement and the performance of all obligations of Bioject hereunder, has been taken or will be taken prior to the

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Closing Date. The execution, delivery and performance of the Agreement by Bioject and the consummation by Bioject of the transactions herein contemplated, will not 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 Bioject is a party or by which Bioject or any of its properties 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 Bioject and its subsidiaries, taken as a whole, 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 Bioject or any of its respective properties.

g. The Agreement, and the transactions herein contemplated, when executed and delivered, will be valid and binding obligations of Bioject 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.

h. During the twenty four (24) calendar months immediately preceding the date of the Agreement, all reports and statements required to be filed by Bioject 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. Bioject’s Common Stock is quoted on the OTC Pink Markets.

8. The Agreement shall be governed in all respects by the laws of the State of New York, without reference to principles of conflict of laws. Each party is responsible for the payment of its own expenses and legal fees in connection with the execution and consummation of the Agreement and the Transaction Documents. 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 Securities from time to time. The Agreement and the Transaction Documents, 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. 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. The Agreement may be amended or modified only upon the written consent of Bioject and holders of all the Securities.

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9. 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 Bioject at 7180 SW Sandburg Street, Suite 100, Tigard, Oregon 97223 and to the Purchasers at the addresses on file with Bioject.

10. Bioject and the Holders covenant to take all such actions and to execute all such documents as may be desirable to implement the provisions of the Agreement fully and effectively.

Bioject Medical Technologies Inc.

/s/ Mark Logomasini

By:    Mark Logomasini

President and Chief Executive Officer

Life Sciences Opportunities Fund II, L.P.

/s/ James Gale

By  Signet Healthcare Partners, LLC

James Gale, Managing Director

Life Sciences Opportunities Fund II (Institutional), L.P.

/s/ James Gale

By  Signet Healthcare Partners, LLC

James Gale, Managing Director

Edward Flynn

/s/ Edward Flynn

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Mark Logomasini

 /s/ Mark Logomasini

Mark A. Logomasini & Associates, Inc.

SEP Fund; NWML Account # A40-294711

 /s/ Mark Logomasini

Richard Richieri

 /s/ Richard Richieri

Albert Hansen

 /s/ Albert Hansen

Sanders Opportunity Fund, L.P.

 /s/ Don Sanders

Sanders Opportunity Fund (Institutional), L.P.

 /s/ Don Sanders

Don Sanders

 /s/ Don Sanders

Kathy Sanders

 /s/ Kathy Sanders

Sanders 1998 Children’s Trust

 /s/ Don Weir

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Tanya Drury

 /s/ Tanya Drury

George Ball

 /s/ George Ball

Don Weir

 /s/ Don Weir

Ben Morris

 /s/ Ben Morris

David Tierney

 /s/ David Tierney

Ralph Makar

 /s/ Ralph Makar

Christine Farrell

 /s/ Christine Farrell

Dr. Richard Stout

/s/ Dr. Richard Stout

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Exhibit A

1. Life Sciences Opportunities Fund II, L.P.

Total Debt Being Converted into Series I: $41,345.20

Number of Shares of Series I Being Issued: 4,135

2. Life Sciences Opportunities Fund II (Institutional), L.P.

Total Debt Being Converted into Series I: $230,949.32

Number of Shares of Series I Being Issued: 23,095

3. Edward Flynn

Total Debt Being Converted into Series I: $213,253.43

Number of Shares of Series I Being Issued: 21,326

4. Mark A. Logomasini & Associates, Inc.

SEP Fund; NWML Account # A40-294711

Total Debt Being Converted into Series I: $371,556.17

Number of Shares of Series I Being Issued: 37,156

5. Richard Richieri

Total Debt Being Converted into Series I: $53,945.21

Number of Shares of Series I Being Issued: 5,395

6. Albert Hansen

Total Debt Being Converted into Series I: $10,789.04

Number of Shares of Series I Being Issued: 1,079

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Exhibit B

1. Life Sciences Opportunities Fund II, L.P.

Common Shares being Issued upon Conversion of Preferred Stock: 2,539,627

Note being Issued: $227,703.05

2. Life Sciences Opportunities Fund II (Institutional), L.P.

Common Shares being Issued upon Conversion of Preferred Stock: 14,296,185

Note being Issued: $1,269,406.29

3. Edward Flynn

Common Shares being Issued upon Conversion of Preferred Stock: 1,331,420

Note being Issued: $141,397.21

4. Sanders Opportunity Fund, L.P.

Common Shares being Issued upon Conversion of Preferred Stock: 207,255

Note being Issued: $60,896.30

5. Sanders Opportunity Fund (Institutional) L.P.

Common Shares being Issued upon Conversion of Preferred Stock: 656,306

Note being Issued: $192,837.83

6. Don Sanders

Common Shares being Issued upon Conversion of Preferred Stock: 340,555

Note being Issued: $100,062.91

7. Kathy Sanders

Common Shares being Issued upon Conversion of Preferred Stock: 170,277

Note being Issued: $50,031.31

8. Sanders 1998 Children’s Trust

Common Shares being Issued upon Conversion of Preferred Stock: 170,277

Note being Issued: $50,031.31

9. Tanya Drury

Common Shares being Issued upon Conversion of Preferred Stock: 42,569

Note being Issued: $12,507.75

10. George Ball

Common Shares being Issued upon Conversion of Preferred Stock: 42,569

Note being Issued: $12,507.75

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11. Don Weir

Common Shares being Issued upon Conversion of Preferred Stock: 42,569

Note being Issued: $12,507.75

12. Ben Morris

Common Shares being Issued upon Conversion of Preferred Stock: 42,569

Note being Issued: $12,507.75

13. David Tierney

Common Shares being Issued upon Conversion of Preferred Stock: 78,400

Note being Issued: $12,610.80

14. Ralph Makar

Common Shares being Issued upon Conversion of Preferred Stock: 78,400

Note being Issued: $12,610.80

15. Christine Farrell

Common Shares being Issued upon Conversion of Preferred Stock: 11,700

Note being Issued: $1,881.97

16. Dr. Richard Stout

Common Shares being Issued upon Conversion of Preferred Stock: 11,700

Note being Issued: $1,881.97

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EX-10.2

Exhibit 10.2

FORM OF SENIOR SECURED PROMISSORY NOTE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF SHAREHOLDER’S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.

April 30, 2014 $                

For value received, Bioject Medical Technologies Inc., an Oregon corporation and its wholly owned subsidiary, Bioject Inc., an Oregon corporation (collectively, the “Debtors”), promise to pay to [insert name] (the “Holder”) the principal sum of [amount in words] and —/100 dollars ($[amount in numbers), together with interest thereon as set forth herein (this “Note”).

The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:

1. Payment Terms and Security. The unpaid principal balance from time to time outstanding under this Note shall bear interest at the rate of 10% per annum. The outstanding principal balance of and accrued but unpaid interest under this Note shall be repaid by the Debtors on or before April 30, 2017 (April 30, 2017 or as extended, the “Maturity Date”) unless prepaid or extended pursuant to the terms hereof. Except as otherwise provided herein, both principal and interest shall be payable on the Maturity Date in lawful money of the United States of America to the Holder at the address listed on the signature page hereto (or at such other location as shall be designated by the Holder in a written notice to the Debtor), in same day funds. This Note is secured by a pledge of all the intellectual property of the Debtors pursuant to a Security Agreement in the form attached hereto as Annex A.

2. Events of Default. If any of the events specified in this Section 2 shall occur (herein individually referred to as an “Event of Default”), the Holder of thisNote may, so long as such condition exists, declare the entire principal and unpaid accrued interest hereon im’mediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived:

(a) Default in the payment of the principal and unpaid accrued interest of this Note when due and payable if such default is not cured by the Debtors within ten (10) business days after the Holder has given the Debtors written notice of such default; or

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(b) Any breach by the Debtors of any representation, warranty, or covenant in this Note; provided, that, in the event of any such breach, to the extent such breach is

(c) susceptible to cure, such breach shall not have been cured by the Debtors within ten (10) business days after written notice to the Debtors of such breach; or

(d) Either Debtor shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its or any of its creditors, (iii) be dissolved or liquidated in full or in part, (iv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it or (v) take any action for the purpose of effecting any of the foregoing; or

(e) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of either Debtor or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to a Debtor or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered, or such case or proceeding shall not be dismissed, discharged or stayed within 60 days of commencement.

Notwithstanding anything to the contrary contained herein, if any of the events described in Sections 2(c) or (d) occur, this Note shall be automatically accelerated and the entire principal and unpaid accrued interest thereon shall immediately become due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.

3. Mandatory Prepayment. Prior to the Maturity Date, this Note will be prepaid from 50% of the net proceeds from the sale or licensing of the intellectual property and/or ownership rights of the Debtors, used as part of a drug device combination; provided however, that such net proceeds must equal or exceed $1,000,000 for such 50% prepayment to be triggered. For the avoidance of doubt and purpose of example, if $1,000,000 in net proceeds are received by the Debtors, then $500,000 will be used to prepay this Note, subject to the following two sentences. This Note is one of a series of notes, aggregating $2,255,752.61 in principal amount and issued by the Debtors on April 30, 2014. Any prepayments will be made on a prorated basis among such notes in proportion to the outstanding principal amount of such notes.

4. Assignment. The rights and obligations of the Debtors and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

5. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Debtors and the Holder. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence.

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6. 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 telex or facsimile (provided that notice is also given under clause (c) below) if sent during normal business hours of the recipient; if not sent during normal business hours of the recipient, then on the next business day, or (c) upon receipt by the party to be notified by nationally recognized overnight courier service. All communications shall be sent to the Debtors at 7180 SW Sandburg Street, Suite 100, Tigard, Oregon 97223 and all communications shall be sent to the Holder at the address on file with the Debtors.

7. Governing Law; Waiver of Jury Trial. This Note shall be governed by and construed in accordance with the laws of the state of Oregon, exclusive of conflicts of law provisions. In the event of any dispute between the parties to this Note, the parties agree that the dispute shall be settled in the state or federal courts located in the County of Orange in the State of California. The parties hereto waive all right to trial by jury in any action or proceeding to enforce or defend any rights under this Note.

8. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

IN WITNESS WHEREOF, each of the Debtors has executed this Senior Secured Promissory Note as of the date first above written.

Bioject Medical Technologies Inc.

By: Mark Logomasini

President and Chief Executive Officer

Bioject Inc.

By: Mark Logomasini

President and Chief Executive Officer

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EX-10.3

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “Agreement”) is made and entered into as of the 30^th day of April, 2014 (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 I Convertible Preferred Stock pursuant to the Company Restructuring Agreement dated April 30, 2014 (the “Restructuring Agreement”) by and between the Company and each such Investor.

B. The Company and certain Investors are parties to a Registration Rights Agreement dated January 24, 2013, entered into in connection with the sale of the Company’s Series H Preferred Stock (the “Series H Registration Rights Agreement”).

C. 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”).

D. 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”).

E. 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”).

F. 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”).

G. The Company and the Investors wish to (1) grant registration rights with respect to the Company’s Series I Preferred Stock and (2) supersede the Series H Registration Rights Agreement, 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.

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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 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.

“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, Series H Preferred Stock and Series I 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

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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

10

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.

11

(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, the Series G Registration Rights Agreement and the Series H Registration Rights Agreement.

12

(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 on file with the Company

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 respect to the resale of the Registrable Securities on Form S-3 or any future form that permits

13

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.

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

Bioject Medical Technologies Inc.
/s/ Mark Logomasini
By: Mark Logomasini
President and Chief Executive Officer
Life Sciences Opportunities Fund II, L.P.
By Signet Healthcare Partners, LLC
By:	/s/ James Gale
James Gale
Managing Director
Life Sciences Opportunities Fund II (Institutional), L.P.
By Signet Healthcare Partners, LLC
By:	/s/ James Gale
James Gale
Managing Director
Edward Flynn
/s/ Edward Flynn

14

Mark A. Logomasini & Associates Inc. SEP Fund

/s/ Mark Logomasini

Richard Richieri

/s/ Richard Richieri

Albert Hansen

/s/ Albert Hansen

15

EXHIBIT A

INVESTOR INFORMATION

1. Life Sciences Opportunities Fund II, L.P.

11,388 shares of Series H Preferred Stock

4,135 shares of Series I Preferred Stock

2,539,627 shares of Common Stock

2. Life Sciences Opportunities Fund II (Institutional), L.P.

63,612 shares of Series H Preferred Stock

23,095 shares of Series I Preferred Stock

14,296,185 shares of Common Stock

3. Sanders Opportunity Fund, L.P.

207,255 shares of Common Stock

4. Sanders Opportunity Fund (Institutional), L.P.

656,306 shares of Common Stock

5. Don Sanders

340,555 shares of Common Stock

6. Kathy Sanders

170,277 shares of Common Stock

7. Sanders 1998 Children’s Trust

170,277 shares of Common Stock

8. Tanya Drury

42,569 shares of Common Stock

9. George Ball

42,569 shares of Common Stock

10. Don Weir

42,569 shares of Common Stock

11. Ben Morris

42,569 shares of Common Stock

12. Edward Flynn

13,282 shares of Series H

46,326 shares of Series I

1,331,420 shares of Common Stock

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13. Mark A. Logomasini & Associates Inc. SEP Fund

62,156 shares of Series I

14. Mark Logomasini

11,173 Shares of Series H

15. David Tierney

78,400 shares of Common Stock

16. Ralph Makar

78,400 shares of Common Stock

17. Richard Stout

11,700 shares of Common Stock

18. Christine Farrell

11,700 shares of Common Stock

19. Richard Richieri

5,395 shares of Series I

20. Albert Hansen

1,079 shares of Series I

17

EX-10.4

Exhibit 10.4

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This Intellectual Property Security Agreement (this “IP Agreement”) is made April 30, 2014 by and among Bioject Medical Technologies Inc. (“Bioject”) and its wholly owned subsidiary Bioject Inc. (the “Subsidiary”), each an Oregon corporation, and each with offices at, 7180 SW Sandburg Street, Tigard, Oregon 97223 (collectively, the “Grantors”), and the holders of the Company’s Senior Secured Promissory Notes aggregating $2,255,752.61 dated April 30, 2014 (the “Notes”), named on the signature page hereto and with addresses on file with the Grantors (the “Noteholders”).

RECITALS

The Grantors issued $2,170,382.75 principal amount of the Notes in order to induce the Noteholders to convert the shares of the Bioject’s Series D, E, F and G Preferred Stock held by such Noteholders into Bioject’s common stock pursuant to the applicable conversion provisions of such preferred stock. The Grantors also issued an $85,369.86 Note to Mark Logomasini in exchange for an existing note. The Notes provide that the Notes are secured by all the intellectual property of the Grantors. Accordingly, the Grantors will grant to the Noteholders a security interest in all of Grantors’ right title and interest, whether presently existing or hereafter acquired in, to and under all of the Collateral (as defined therein).

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged and intending to be legally bound, as collateral security for the prompt and complete payment when due of the Notes, Grantors hereby represent, warrant, covenant and agree as follows:

1. Grant of Security Interest. As collateral security for the prompt and complete payment and performance of all of Grantors’ present or future obligations under the Notes, Grantors hereby grants a security interest in all of Grantors’ right, title and interest in, to and under its registered and unregistered Collateral (all of which shall collectively be called the “Collateral”), including, without limitation, the following:

(a) All patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on EXHIBIT A attached hereto (collectively, the “Patents”);

(b) Any trademark and service mark rights, slogans, trade dress, and trade names, trade styles, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Grantors connected with and symbolized by such trademarks, including without limitation those set forth on EXHIBIT A attached hereto (collectively, the “Trademarks”);

(c) Any and all trade secret rights, including any rights to unpatented inventions, know-how, operating manuals, license rights and agreements, and confidential information, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;

(d) All licenses or other rights to use any of the Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights;

(e) All amendments, extensions, renewals and extensions of any of the Trademarks, Patents; and

(f) All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

2. Covenants and Warranties. Grantors represents, warrants, covenants and agrees as follows:

(a) Grantors are the sole owners of the Collateral, except for licenses granted by Grantors to their customers in the ordinary course of business.

(b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are bound.

(c) During the term of this IP Agreement, Grantors will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors in the ordinary course of business or as otherwise permitted in this IP Agreement;

(d) To their knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party;

(e) Grantors shall advise Noteholders of any subsequent ownership right of the Grantors in or to any Trademark or Patent specified in this IP Agreement;

(f) Grantors shall (i) protect, defend and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ business, (ii) use reasonable commercial efforts to detect infringements of the Trademarks and Patents, and promptly advise Noteholders in writing of material infringements detected and (iii) not allow any Trademarks and Patents, material to Grantors’ business to be abandoned, forfeited or dedicated to the public without the written consent of the Noteholders, which shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate.

(g) Grantors shall take such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collateral;

(h) This IP Agreement creates, and in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the Notes;

(i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder;

(j) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respects.

(k) Grantors shall not enter into any agreement that would materially impair or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ rights and interest in any property included within the definition of the Collateral acquired under such contracts.

4. Noteholders’ Rights. Noteholders shall have the right, but not the obligation, to take, at Grantors’ sole expense, any actions that Grantors is required under this IP Agreement to take but which Grantors fails to timely take, after fifteen (15) days’ notice to Grantors. Grantors shall reimburse and indemnify Noteholders for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this section 4.

5. Further Assurances; Attorney in Fact.

(a) On a continuing basis, Grantors will, upon reasonable request by Noteholders, subject to any prior licenses, encumbrances and restrictions and prospective licenses, make, execute, acknowledge and deliver, and file and record in the proper filing and recording places in the United States, all such instruments, including appropriate financing and continuation statements and collateral agreements and filings with the United States Patent and Trademarks Office and the Register of Copyrights, and take all such action as may reasonably be requested by Noteholders, to perfect Noteholders’ security interest in all Patents and Trademarks and otherwise to carry out the intent and purposes of this IP Agreement, or for assuring and confirming to Noteholders the grant or perfection of a security interest in all Collateral, provided that Grantors shall not be required to register any Collateral that Grantors determines, consistent with reasonable business practice, need not be registered.

(b) Grantors appoints Noteholders as Grantor’s attorney-in-fact, with full authority in the place and stead of Grantors and in the name of Grantors, Noteholders or otherwise, from time to time in Noteholders’ discretion, upon Grantor’s failure or inability to do so, to take any action and to execute any instrument which Noteholders may deem reasonably necessary or advisable to accomplish the purposes of this IP Agreement, including:

(i) To modify, in its sole discretion, this IP Agreement without first obtaining Grantor’s approval of or signature to such modification by amending Exhibit A, as appropriate, to include reference to any right, title or interest in any Patents or Trademarks acquired by Grantors after the execution hereof or to delete any reference to any right, title or interest in any Patents or Trademarks Works in which Grantors no longer have or claim any right, title or interest; and

(ii) To file, in its sole discretion, one or more financing or continuation statements and amendments thereto, or other notice filings or notations in appropriate filing offices, relative to any of the Collateral, without notice to Grantors, with all appropriate jurisdictions, as Noteholders deem appropriate, in order to perfect or protect Noteholders’ interest in the Collateral.

6. Events of Default. The occurrence of an Event of Default under the Notes shall constitute an Event of Default under this IP Agreement.

7. Remedies. Upon the occurrence and during the continuance of an Event of Default, Noteholders shall have the right to exercise all the remedies of a secured party under the Oregon Uniform Commercial Code, including without limitation the right to require Grantors to assemble the Collateral and any tangible property in which Noteholders have a security interest and to make it available to Noteholders at a place designated by Noteholders. Noteholders shall have a nonexclusive, royalty free license to use the Patents and Trademarks to the extent reasonably necessary to permit Noteholders to exercise their rights and remedies upon the occurrence and during the continuance of an Event of Default. Grantors will pay any expenses (including reasonable attorney’s fees) incurred by Noteholders in connection with the exercise of any of Noteholders’ rights hereunder, including without limitation any expense incurred in disposing of the Collateral in accordance with the terms hereof. All of Noteholders’ rights and remedies with respect to the Collateral shall be cumulative.

8. Indemnity. Grantors agrees to defend, indemnify and hold harmless Noteholders and their officers, employees, and agents (each an “Indemnified Person”) against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated by this IP Agreement, and (b) all losses or expenses in any way suffered, incurred, or paid by Noteholders as a result of or in any way arising out of, following or consequential to transactions between Noteholders and Grantors, under this IP Agreement (including without limitation, reasonable attorney’s fees and reasonable expenses), except for Claims and/or losses arising from or out of an Indemnified Person’s gross negligence or willful misconduct.

9. Termination. At such time as Grantors shall completely repay the Notes and any other obligations under the Notes, secured hereunder, Noteholders shall execute and deliver to Grantors all releases, terminations, and other instruments as may be necessary or proper to release the security interest hereunder.

10. Course of Dealing. No course of dealing, nor any failure to exercise, nor any delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

11. Amendments. This IP Agreement may be amended only by a written instrument signed by both parties hereto.

12. Counterparts. This IP Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.

13. Law and Jurisdiction. This IP Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. GRANTORS ACCEPT FOR THEMSELF AND IN CONNECTION WITH THEIR PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OR OREGON IN ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND, AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS IP AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY REASON NOTEHOLDERS CANNOT AVAIL THEMSELVES OF THE COURTS OF THE STATE OF OREGON, GRANTORS ACCEPTS JURISDICTION OF THE COURTS AND VENUE IN ORANGE COUNTY, CALIFORNIA. NOTWITHSTANDING THE FOREGOING, THE NOTEHOLDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE GRANTORS OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH THE NOTEHOLDERS DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE NOTEHOLDERS’ RIGHTS AGAINST THE GRANTORS OR THEIR PROPERTY.

GRANTORS AND NOTEHOLDERS EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

14. Confidentiality. In handling any confidential information, Noteholders shall exercise the same degree of care that they exercise for their own proprietary information, but disclosure of information may be made: (i) to Noteholders’ subsidiaries or affiliates in connection with their present or prospective business relations with Grantors; (ii) to prospective transferees or purchasers of any interest in the Notes (provided, however, Noteholders shall use commercially reasonable efforts to obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision); (iii) as required by law, regulation, subpoena, or other order, (iv) as required in connection with Noteholders’ examination or audit; and (v) as Noteholders considers appropriate in exercising remedies under this Agreement. Confidential information does not include information that either: (a) is in the public domain or in Noteholders’ possession when disclosed to Noteholders, or becomes part of the public domain after disclosure to Noteholders through no fault of Noteholders; or (b) is disclosed to Noteholders by a third party, if Noteholders reasonably do not know that the third party is prohibited from disclosing the information.

Grantors:
Bioject Medical Technologies Inc.
By:	/s/ Mark Logomasini
Name:	Mark Logomasini
Title:	President and Chief Executive Officer

Bioject Inc.
By:	/s/ Mark Logomasini
Name:	Mark Logomasini
Title:	President and Chief Executive Officer

Noteholders:

Life Sciences Opportunities Fund II, L.P.

/s/ James Gale

By Signet Healthcare Partners, LLC

James Gale, Managing Director

Life Sciences Opportunities Fund II (Institutional), L.P.

/s/ James Gale

By Signet Healthcare Partners, LLC

James Gale, Managing Director

Edward Flynn

/s/ Edward Flynn

Mark Logomasini

/s/ Mark Logomasini

Sanders Opportunity Fund, L.P.

/s/ Don Sanders

Sanders Opportunity Fund (Institutional) L.P.

/s/ Don Sanders

Don Sanders

/s/ Don Sanders

Kathy Sanders

/s/ Kathy Sanders

Sanders 1998 Children’s Trust

/s/ Don Weir

Tanya Drury

/s/ Tanya Drury

George Ball

/s/ George Ball

Don Weir

/s/ Don Weir

Ben Morris

/s/ Ben Morris

David Tierney

/s/ David Tierney

Ralph Makar

/s/ Ralph Makar

Christine Farrell

/s/ Christine Farrell

Dr. Richard Stout

/s/ Dr. Richard Stout

Exhibit A

Bioject Medical Technologies Inc.

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

Trademark Schedule

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

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
VITAJET	1838619	6/7/1994
Foreign Trademarks:
B-2000	3300833	12/14/2005
BIOJECT	3301088	1/14/2007
BIOJECT	05925 2003	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 ZETAJET	1542618	10/10/2013
BIOJECT ZETAJET	2203135	11/19/2012
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

Bioject Inc.

Patent Schedule

Description	Registration/ Application Number	Registration/ Application Date
US Patents:
Disposable Needle-free Injection Apparatus and Method	6,607,510	8/19/2003
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
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
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
Intradermal Injection System for Injecting DNA-Based Injectables into Humans	6,319,224	11/20/2001
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
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
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	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
Needle-Free Injection Device with Nozzle Auto-Disable	8,617,099	12/31/2013
Needle-Free Injection System	7,854,720	12/29/2010
Needleless Syringe with Prefilled Cartridge	6,383,168	5/7/2002
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	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
Single-use Needle-less Hypodermic Jet Injection Apparatus and Method	229947	8/12/2005
Needle-Free Injection System	1748811	12/19/2012
Needle-Free Injection Device with Nozzle Auto-Disable	HK1149516	11/1/2013
Needle-Free Injection Device with Nozzle Auto-Disable	ZL 200880118480.4	02/06/13
Needle-Free Injection System	4,633,792	12/02/2010
Needle-Free Injection System	5171893	1/11/2013
Needle-Free Injection System	1748811	12/19/2012

EX-10.5

Exhibit 10.5

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 9 to Article IV at the end of Article IV to read in its entirety as follows:

“Section 9. Additional Preferred Stock. This Section 9 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.

9.1 Designation and Amount.

(a) Designation. The shares of such series shall be designated as “Series I Convertible Preferred Stock,” no par value (hereinafter referred to as “Series I Preferred”), and the number of shares constituting all of the Series I Preferred shall be 200,000 shares. Any shares of Series I Preferred Stock that are converted in accordance with Section 9.4 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 I Preferred Stock.

(b) Stated Value. Each share of Series I 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 I Stated Value”).

9.2 Dividends. The holder of each share of Series I Preferred Stock shall be entitled to receive, pro rata among such holders and on a pari passu basis with the holders of Common Stock and the holders of the Series H Preferred Stock, as if the Series I Preferred Stock had been converted into Common Stock pursuant to the provisions of Section 9.4 hereof and 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.

9.3 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 I 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 I Preferred Stock with respect to liquidation preference, an amount per share of Series I Preferred Stock equal to the Series I Stated Value, plus all accrued but unpaid dividends thereon to the date fixed for distribution (the “Series I Liquidation Preference”), on a pari passu basis with the Series H Preferred Stock at the Series H Liquidation Preference. For the avoidance of doubt and notwithstanding anything in Section 9.2 or this Section 9.3 to the contrary, holders of Series I Preferred Stock have the right to convert pursuant to the terms of Section 9.4 below all or any portion of such Series I 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, on a pari passu basis, the holders of Series I Preferred Stock the full amount to which they shall be entitled pursuant to this Section 9.3(a) and the holders of the Series H Preferred Stock the full amount to which they shall be entitled pursuant to Section 8.3(a), then all the assets so available for distribution to the Corporation’s shareholders shall be distributed ratably first, on a pari passu basis, to

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the holders of the Series I Preferred Stock and 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 9.3(a) and Section 8.3(a).

(b) Remaining Assets. Upon completion of the distributions required by Section 9.3(a) on a pari passu basis with respect to the Series H Preferred Stock, 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 9.3, 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 I 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 I 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 I Preferred Stock to receive at the closing in cash, securities, or other property (valued as provided in Section 9.3(d) below) the respective amounts as specified in Section 9.3(a) in liquidation and redemption of their Series I Preferred Stock, unless the holders of a majority of the outstanding shares of Series I 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 9.3 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 I Preferred Stock.

(e) Liquidation Notice. The Corporation shall give written notice to each holder of record of Series I 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 9.3(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 9.3, 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

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provided for herein or sooner than 10 days after the Corporation has given notice of any material changes provided

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 I Preferred Stock. Prior to the closing of a transaction described in Section 9.3(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 I Preferred Stock, pursuant to this Section 9.3(a), (b) set aside sufficient funds from which the cash distributions to the holders of Series I 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 I Preferred Stock immediately after the consummation of such transaction.

9.4 Conversion.

(a) Right to Convert. Each share of Series I 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 I Preferred Stock being converted. The “Conversion Rate” in effect at any time for conversion of the Series I Preferred Stock shall be the quotient obtained by dividing (a) the Series I Stated Value by (b) the Conversion Price. The “Conversion Price” shall initially be $0.075. The Conversion Price shall be adjusted from time to time in accordance with Section 9.4(f).

(b) Exercise of Conversion Right. Each holder of Series I Preferred Stock desiring to convert any or all of such shares into shares of Common Stock pursuant to Section 9.4(a) shall surrender the certificate or certificates representing the shares of Series I 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 I 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 I Preferred Stock by the Corporation or the transfer agent for the Series I Preferred Stock, accompanied by written notice of conversion. Such notice of conversion shall specify (a) the number of shares of Series I 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 I Preferred Stock for conversion pursuant to Section 9.4(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 9.4(d). In the event that there shall have been surrendered a certificate or certificates representing shares of Series I 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 I Preferred Stock which shall not have been converted. Upon the occurrence of any automatic conversion of the outstanding Series I 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 I 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 I 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 9.4(d).

(c) Effective Date of Conversion. The issuance by the Corporation of shares of Common Stock pursuant to Section 9.4(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 I 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 I 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 I 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 I Preferred Stock shall not be deemed to have converted such Series I 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 I Preferred Stock, but in lieu thereof shall pay to the holder converting such Series I 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 I 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 I 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 I Preferred Stock, in addition to such other remedies as shall be available to the holders of Series I 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 I 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 9.4(f)(2) below in which holders of Series I 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 9.3(c) hereof, then the holders of Series I Preferred Stock shall thereafter have the right to receive upon conversion of Series I 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 I 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 I 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 I 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 9.4(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 9.4(f)(1) would not properly grant to the holder of Series I 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 9.4(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 I Preferred Stock shall be entitled to convert their Series I 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 9.4(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 I 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 I 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 I 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 I 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 9.4(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 9.4(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 9.4(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 9.4, 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 I Preferred Stock and the Conversion Price shall have been made pursuant to this Section 9.4(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 I 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 I Preferred Stock by an amount (calculated by adjusting such increase or decrease as appropriate to account for all other adjustments pursuant to this Section 9.4(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 9.4(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 I 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 9.4(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 I Preferred Stock against impairment.

(h) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to Section 9.4(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 I 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 I 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 I Preferred Stock.

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9.5 Voting Rights.

(a) General Voting Rights; Board Nominee Rights. Except as otherwise required by applicable law or the Articles of Incorporation, each holder of Series I Preferred Stock shall have the right to one vote for each share of Common Stock into which Series I 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 I 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 I Preferred Stock pursuant to this Section 8, shares of Series I 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 50,000 shares of Series I Preferred Stock are outstanding (as adjusted for stock splits, combinations and the like) the holders of a majority of the Series I 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 I 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 I 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 I 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 I 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 I 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 I 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 April 30, 2014 (other than the seven (7) million shares of Common Stock that is so reserved for future issuance); or

(12) prepay any indebtedness for borrowed money.

9.6 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 I Preferred Stock or shares of Common Stock or other securities issued on account of Series I 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 I Preferred Stock or Common Stock or other securities in a name other than that in which the shares of Series I 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 I 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 I Preferred Stock.

(c) Transfer Agents. The Corporation may appoint, and from time to time discharge and change, a transfer agent of the Series I 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 I Preferred Stock.

(d) Conversion Agents. The Corporation may appoint, and from time to time may replace, a conversion agent for the Series I 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 I Preferred Stock.

(e) Transfer of Stock. The Series I 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 I Preferred Stock.”

The amendment to the Articles was approved by the Board of Directors of the Corporation on March 18, 2014, without shareholder action. Shareholder action was not required.

Bioject Medical Technologies Inc.
/s/ Mark Logomasini
By:	Mark Logomasini
	President and Chief Executive Officer

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