EXHIBIT 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (the “Agreement”)
is made and entered into as of the 21 day of January 2008 (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, a
“Purchaser” and collectively, the “Purchasers”).


 


RECITALS


 


A.                                   The
Purchasers have purchased shares of the Company’s Preferred Stock (as defined
below) pursuant to the Purchase Agreement of even date herewith (the “Purchase Agreement”) by and between
the Company and each Purchaser.


 


B.                                     The
Company and the Purchasers desire to set forth the registration rights to be
granted by the Company to the Purchasers.


 


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


 


AGREEMENT


 


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


 


“Approved Market”
means the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock
Exchange, Inc., or the American Stock Exchange, Inc.


 


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


 


“Closing Date”
means January 22, 2008, or such other time as is mutually agreed between
the Company and the Purchasers for the closing of the sale referred to in
Recital A above.


 


“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.


 


“Form S-3”
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, which permits inclusion or incorporation of substantial information
by reference to other documents filed by the Company with the Commission.


 


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


 


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


 


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


 


“Offering Price”
means $75.00 (as adjusted for any stock split, reverse stock split, stock
dividend, recapitalization, and the like).


 


“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 F Preferred Stock, no par value, of the Company.


 


The terms “register,”
“registered,” and “registration” refers to a registration
effected 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
Purchaser upon conversion of the Preferred Stock issued to each pursuant to the
Purchase Agreement, 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 Default
Date” means the date which is 270 days following the Closing Date; provided, however, (i) if the 270th day
following the Closing Date falls during an S-3 Blackout Period, the
Registration Default Date shall be the date immediately following the last day
of such S-3 Blackout Period, and (ii) if the Registration Statement is
subject to review by the SEC staff and the Company is unable to file necessary
pre-effective amendments to the Registration Statement with the SEC because of
an S-3 Blackout Period, the Registration Default Date shall be extended by the
number of calendar days that the Company is unable to file any such
pre-effective amendment during any such S-3 Blackout Period that occurs prior
to the end of the 365-day period.


 


“Registration Default
Period” means the period following the Registration Default Date during
which any Registration Event occurs and is continuing.


 


“Registration Event”
means the occurrence of any of the following events:


 


(a)                                  the
Company fails to file with the SEC the Registration Statement on or before the
Registration Filing Date pursuant to Section 3(a),


 


(b)                                 the
Registration Statement covering Registrable Securities is not declared
effective by the Commission on or before the Registration Default Date, or


 


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(c)                                  after
the SEC Effective Date, sales cannot be made pursuant to the Registration
Statement for any reason (including without limitation by reason of a stop
order, or the Company’s failure to update the Registration Statement) but
except as excused pursuant to Section 3(a).


 


“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.


 


“S-3 Blackout Period”
means, with respect to a registration, a period in each case commencing on the
day immediately after the Company notifies the Purchasers that they are
required, pursuant to Section 4(f), 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 S-3 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 S-3 Blackout Periods, in the
aggregate, to 30 Trading Days in any 12-month period and (b) no S-3
Blackout Period may commence sooner than 60 days after the end of a prior
S-3 Blackout Period.


 


“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.


 


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


 


3.                                       Registration.


 


(a)                                  Registration
on Form S-3.  As promptly as
reasonably practicable after the date hereof, but in any event not later than
180 days after the Closing Date (the “Registration Filing Date”), the Company shall
use its commercially reasonable efforts to file with the Commission a shelf
registration statement on Form S-3 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 S-3 Blackout Period, in which case the Registration Filing Date shall be
extended to the date immediately following the last day of such S-3 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 


 


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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 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



 


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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.


 


(e)                                  Failure
to File Registration Statement. If a Registration Event occurs, then the
Company will make payments to each Purchaser, as liquidated damages for the
minimum amount of damages to the Qualified Purchaser by reason thereof, and not
as a penalty, at a rate equal to one-hundredth of one percent (0.01%) of the
Offering Price per share of Preferred Stock for each calendar month of the
Registration Default Period (pro rated for any period less than 30 days);
provided, however, if a Registration Event occurs (or is continuing) on a date
more than one-year after the Purchaser acquired the Registrable Securities (and
thus the one-year holding period under Rule 144(d) has elapsed),
liquidated damages shall be paid only with respect to that portion of a
Purchaser’s Registrable Securities that cannot then be immediately resold in
reliance on Rule 144. Each such payment shall be due and payable within
five days after the end of each calendar month of the Registration Default Period
until the termination of the Registration Default Period and within five days
after such termination.  Such payments
shall be in partial compensation to the Purchaser, and shall not constitute the
Purchaser’s exclusive remedy for such events. The Registration Default Period
shall terminate upon (i) the filing of the Registration Statement in the
case of clause (a) of the definition of “Registration Event,” (ii) the
SEC Effective Date in the case of clause (b) of the definition of “Registration
Event,” (iii) the ability of the Purchaser to effect sales pursuant to the
Registration Statement in the case of clause (c) of the definition of “Registration
Event,” and (iv) in the case of the events described in clauses (b) and
(c) of the definition of “Registration Event,” the earlier termination of
the Registration Default Period.  The
amounts payable as liquidated damages pursuant to this paragraph shall be
payable in lawful money of the United States. 
Amounts payable as liquidated damages to each Purchaser hereunder with
respect to each share of Registrable Securities shall cease when the Purchaser
no longer holds such share of Registrable Securities or such share of
Registrable Securities can be immediately sold by the Purchaser in reliance on Rule 144.


 


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-3 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 Company 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;


 


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(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;


 


(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 an S-3 Blackout Period, in which case no supplement or amendment
need be furnished (or Exchange Act filing made) until the termination of such
suspension or S-3 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 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 


 


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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 Nasdaq Capital Market
or such other 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;


 


(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 an S-3 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 S-3 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 


 


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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
$5,000); 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.


 


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.


 


8

















 


(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
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 effected
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.


 


(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 


 


9

















 


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.


 


(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.

  
	
   

  	
   

  	
  20245 S.W. 95th
  Avenue

  
	
   

  	
   

  	
  Tualatin, OR
  97062

  
	
   

  	
   

  	
  Attention: Chief
  Executive Officer

  
	
   

  	
   

  	
  Facsimile:

  	
  503-692-6698

  	
   

  
	
   

  	
   

  	
  e-mail:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to the
  Purchasers:

  	
   

  	
  To each
  Purchaser at the address set forth on Exhibit A

  
						






 


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


 


(e)                                  Delays
or Omissions.  No delay or omission
to exercise any right, power or remedy accruing to any Holder of any
Registrable Securities, upon any breach or default of the Company under this
Agreement, shall impair any such right, power or remedy of such Holder nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereunder
occurring; 


 


10

















 


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 an 80% majority of the number of shares of Registrable Securities
outstanding as of the date of such amendment or waiver. The Purchasers
acknowledge that by the operation of this Section 10(h), the holders of an
80% majority of the outstanding Registrable Securities may have the right and power
to diminish or eliminate all rights of the Purchasers under this Agreement.


 


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


 


(Signature Pages Follow)


 


11

















 


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


 


	
  COMPANY:

  	
   

  	
  BIOJECT MEDICAL TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/Ralph Makar

  
	
   

  	
   

  	
  Name:

  	
  Ralph Makar

  
	
   

  	
   

  	
  Its:

  	
  President and Chief Executive Officer

  



 


 


PURCHASERS:


 


 


	
   

  	
  /s/Edward L.
  Flynn 

  
	
   

  	
  Edward Flynn

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Ralph Makar 

  
	
   

  	
  Ralph Makar

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/David Tierney
  

  
	
   

  	
  David Tierney

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Richard Stout
  

  
	
   

  	
  Richard Stout

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Christine
  Farrell 

  
	
   

  	
  Christine
  Farrell

  



 


12

















 


EXHIBIT A


 


PURCHASER INFORMATION


 


	
  Name

  	
   

  	
  Address

  	
   

  	
  Number of Shares

  
	
  Edward Flynn

  	
   

  	
  20245 SW 95th
  Avenue

  Tualatin, Oregon 97062

  	
   

  	
  6,760

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ralph Makar

  	
   

  	
  20245 SW 95th
  Avenue

  Tualatin, Oregon 97062

  	
   

  	
  676

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  David Tierney

  	
   

  	
  20245 SW 95th
  Avenue

  Tualatin, Oregon 97062

  	
   

  	
  676

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard Stout

  	
   

  	
  20245 SW 95th
  Avenue

  Tualatin, Oregon 97062

  	
   

  	
  101

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Christine
  Farrell

  	
   

  	
  20245 SW 95th
  Avenue

  Tualatin, Oregon 97062

  	
   

  	
  101

  



 


13