FORM OF WARRANTWarrant Agreement • November 21st, 2007 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon
THIS IS TO CERTIFY THAT, for value received, , a (the “Registered Holder”), or its permitted assigns, is entitled to purchase from BIOJECT MEDICAL TECHNOLOGIES INC., an Oregon corporation (the “Company”), at the place where the Warrant Office designated pursuant to Section 2.1 is located, at a purchase price per share of $0.75 (as adjusted pursuant to the terms of this Warrant, the “Exercise Price”), shares of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, no par value per share (“Common Stock”), of the Company, and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter set forth. The number of shares of the Common Stock purchasable hereunder and the Exercise Price are subject to adjustment in accordance with Article III hereof. This Warrant shall expire at 5:00 p.m., New York time, on November , 2011.
BIOJECT MEDICAL TECHNOLOGIES INC. CONVERTIBLE NOTE PURCHASE AND WARRANT AGREEMENTConvertible Note Purchase and Warrant Agreement • November 21st, 2007 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon
This Convertible Note Purchase and Warrant Agreement (the “Agreement”) is made as of November 19, 2007, by and between Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), and Edward Flynn (“Purchaser”).
ContractConvertible Subordinated Promissory Note • November 21st, 2007 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon
THIS NOTE, AND THE SECURITIES ISSUABLE PURSUANT TO A CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS NOTE, AND THE SECURITIES ISSUABLE PURSUANT TO A CONVERSION OF THIS NOTE, HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE, OR FOR THE SECURITIES ISSUABLE PURSUANT TO A CONVERSION OF THIS NOTE, AS THE CASE MAY BE, UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE HOLDER (CONCURRED IN BY LEGAL COUNSEL FOR THE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED AS TO SUCH SALE OR OFFER
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2007 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus
This Registration Rights Agreement (the “Agreement”) dated as of , 2007, is entered into by and between Bioject Medical Technologies Inc. (the “Company”) and (“Noteholder”).
FORBEARANCE NO. 1, LIMITED WAIVER AND MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 21st, 2007 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • California
THIS FORBEARANCE NO. 1, LIMITED WAIVER AND MODIFICATION TO LOAN AND SECURITY AGREEMENT (this “Forbearance”) is entered into this 19th day of November, 2007, by and among Bioject Medical Technologies, Inc., an Oregon corporation and Bioject, Inc., each with its principal place of business at 20245 S.W. 95th Ave., Tualatin, OR 97062 USA (individually and collectively, “Borrower”) and PARTNERS FOR GROWTH, L.P. (“PFG”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
