0001104659-06-015305 Sample Contracts

THIRD AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • March 9th, 2006 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus

THIS THIRD AMENDMENT, dated as of March 8, 2006 (this “Third Amendment”), is made between Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”), to amend the Rights Agreement, dated as of July 1, 2002, between the Company and the Rights Agent, as amended by the First Amendment to Rights Agreement dated as of October 8, 2002 and the Second Amendment to Rights Agreement dated as of November 15, 2004 (the “Rights Agreement”).

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BIOJECT MEDICAL TECHNOLOGIES INC. SECURITY AGREEMENT
Security Agreement • March 9th, 2006 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • New York

THIS SECURITY AGREEMENT, dated as of March 8, 2006 (this “Security Agreement”), is made by and among Bioject Medical Technologies Inc., an Oregon corporation (“BJT”), Bioject, Inc., an Oregon corporation and a wholly owned subsidiary of BJT (“Sub”, and together with BJT, the “Grantors”, each individually, a “Grantor”, and the secured parties listed on the signature pages hereto (each, a “Secured Party” and, collectively, the “Secured Parties”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 9th, 2006 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated and effective as of March 8, 2006, is made by and among Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).

NOTE AND WARRANT PURCHASE AGREEMENT by and among BIOJECT MEDICAL TECHNOLOGIES INC. and
Note and Warrant Purchase Agreement • March 9th, 2006 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • New York
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