EXHIBIT 10.4


 


THE WARRANT REPRESENTED BY THIS
CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION
OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
SECURITIES LAWS.


 


BIOJECT
MEDICAL TECHNOLOGIES INC.


 


WARRANT FOR THE
PURCHASE OF          SHARES OF COMMON
STOCK


 


	
  Warrant No.

  	
   

  	
  This Warrant Expires on
  September 7, 2010

  



 


THIS
CERTIFIES that, for value received,                               ,
a Delaware limited partnership, with an address at                                    
(including any permitted transferee, the “Holder”), is the registered holder of
this Warrant, which represents the right to purchase                 
fully paid and nonassessable shares of the common stock, without par value (the
“Common Stock”) of BIOJECT MEDICAL TECHNOLOGIES INC., an Oregon corporation
(the “Company”), at an initial exercise price equal to $1.37 per share (subject
to adjustment as provided herein) (the “Exercise Price”) upon the terms and
conditions set forth herein, at any time or from time to time from March 8,
2006 until 5:00 P.M. on September 7, 2010, New York time (the “Exercise
Period”).


 


This
Warrant is issued pursuant to that certain Note and Warrant Purchase Agreement,
dated as of March 8, 2006, by and among the Company and the entities
listed on Schedule 1 thereto (the “N&W Purchase Agreement”). As used
herein, the term “this Warrant” shall mean and include this Warrant and any Warrant
or Warrants hereafter issued as a consequence of the exercise or transfer of
this Warrant in whole or in part. The number of shares of Common Stock issuable
upon exercise of this Warrant (the “Warrant Shares”) and the Exercise Price may be
adjusted from time to time as hereinafter set forth. Capitalized terms used
herein without definition shall have the meanings assigned to such terms in the
N&W Purchase Agreement.


 


Pursuant
to the terms of a Securities Purchase Agreement, dated the date hereof, between
the Company and the parties listed on Exhibit A thereto, the Company is
required to register the Warrant Shares for resale under the Securities Act of
1933, as amended, together with, and at the time, the securities offered and
sold by the Company in its next private offering and sale of equity securities
(including the Securities Offering (as defined in the N&W Purchase
Agreement)) are so registered, and the Warrant Shares shall be Registrable
Securities under any registration rights or similar agreement entered into by
the Company in connection with any such offering of equity securities.


 


1.                                       Exercise
of Warrant.


 


(a)                                  This
Warrant may be exercised during the Exercise Period, as to the whole or
any lesser number of whole Warrant Shares, by the surrender of this Warrant
(with the election at the end hereof duly executed) to the Company at the
notice address set forth in paragraph 14 hereof or at such other place as is
designated in writing by the Company. Such executed election must be
accompanied by payment in an amount


 


1

















 


equal to the Exercise
Price multiplied by the number of Warrant Shares for which this Warrant is
being exercised. Such payment may be made by certified or bank cashier’s
check payable to the order of the Company.


 


(b)                                 All
or any part of this Warrant may be exercised on a “cashless” basis,
by stating in the Exercise Notice such intention and the maximum number (the “Maximum
Number”) of shares of Common Stock the Holder desires to purchase in
consideration of cancellation of Warrants in payment for such exercise. The
number of shares of Common Stock the Holder shall receive (the “Cashless
Exercise Number”) upon such exercise pursuant to this Section 1(b) shall
equal the quotient that is obtained when the product of the Maximum Number and
the difference between the Current Weighted Market Price and the then current
Exercise Price is divided by the then Current Weighted Market Price per share
(as hereinafter defined). The following is an example of the determination of
the Cashless Exercise Number:


 


X = Y(A-B)


A


 


Where                                                                                                                                    X
=                             the
Cashless Exercise Number


 


Y =                              the
Maximum Number


 


A =                            the
Current Weighted Market Price of one share of the Common Stock (at the date of
such calculation)


 


B =                              the
current Exercise Price (as adjusted to the date of such calculation).


 


2.                                       Issuance
of Certificates Upon Exercise. Upon each exercise of the Holder’s rights to
purchase Warrant Shares, the Holder shall be deemed to be the holder of record
of the Warrant Shares issuable upon such exercise, notwithstanding that the
transfer books of the Company shall then be closed or certificates representing
such Warrant Shares shall not then have been actually delivered to the Holder. As
soon as practicable after each such exercise of this Warrant, the Company shall
issue and deliver to the Holder a certificate or certificates for the Warrant
Shares issuable upon such exercise, registered in the name of the Holder or its
designee. If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the right of the Holder to purchase the balance of the
Warrant Shares (or portions thereof) subject to purchase hereunder.


 


3.                                       Transfer;
Restrictions on Transfer; Compliance with the Act; Registration Rights.


 


(a)                                  Any
Warrants issued upon the transfer or exercise in part of this Warrant
shall be numbered and shall be registered in a Warrant Register as they are
issued. The Company shall be entitled to treat the registered holder of any
Warrant on the Warrant Register as the owner in fact thereof for all purposes
and shall not be bound to recognize any equitable or other claim to or interest
in such Warrant on the part of any other person, and shall not be liable
for any registration or transfer of Warrants which are registered or to be
registered in the name of a fiduciary or the nominee of a fiduciary unless made
with the actual knowledge that a fiduciary or nominee is committing a breach of
trust in requesting such registration or transfer, or with the knowledge of
such facts that its participation therein amounts to bad faith. This Warrant
shall be transferable only on the books of the Company upon delivery thereof
duly endorsed by the Holder or by his duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment, or
authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian, or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto. This Warrant may be exchanged, at the option of the
Holder thereof, for another Warrant, or other Warrants of different
denominations, of like tenor and representing in the aggregate the


 


2

















 


right to purchase a like
number of Warrant Shares (or portions thereof), upon surrender to the Company
or its duly authorized agent. Notwithstanding the foregoing, the Company shall
have no obligation to cause Warrants to be transferred on its books to any
person if, in the opinion of counsel to the Company, such transfer does not
comply with the provisions of the Act and the rules and regulations
thereunder.


 


(b)                                 The
Holder acknowledges that the Holder has been advised by the Company that
neither this Warrant nor the Warrant Shares have been registered under the Act,
that this Warrant is being or has been issued and the Warrant Shares may be
issued on the basis of the statutory exemption provided by Section 4(2) of
the Act or Regulation D promulgated thereunder, or both, relating to
transactions by an issuer not involving any public offering, and that the
Company’s reliance thereon is based in part upon the representations made
by the original Holder in the Purchase Agreement. The Holder acknowledges that
he has been informed by the Company of, or is otherwise familiar with, the
nature of the limitations imposed by the Act and the rules and regulations
thereunder on the transfer of securities. In particular, the Holder agrees that
no sale, assignment or transfer of this Warrant or the Warrant Shares issuable
upon exercise hereof shall be valid or effective, and the Company shall not be
required to give any effect to any such sale, assignment or transfer, unless (i) the
sale, assignment or transfer of this Warrant or such Warrant Shares is
registered under the Act, it being understood that neither this Warrant nor
such Warrant Shares are currently registered for sale and that the Company has
no obligation or intention to so register this Warrant or such Warrant Shares
except as specifically referred to herein, or (ii) this Warrant or such
Warrant Shares are sold, assigned or transferred in accordance with all the
requirements and limitations of Rule 144 promulgated under the Act, it
being understood that Rule 144 is not available at the time of the
original issuance of this Warrant for the sale of this Warrant or such Warrant
Shares and that there can be no assurance that Rule 144 sales will be
available at any subsequent time, or (iii) such sale, assignment, or
transfer is otherwise exempt from registration under the Act.


 


4.                                       Nonassessable
Reservation of Shares. The Company shall at all times reserve and keep
available out of its authorized and unissued Common Stock, solely for the
purpose of providing for the exercise of the rights to purchase all Warrant
Shares granted pursuant to this Warrant, such number of shares of Common Stock
as shall, from time to time, be sufficient therefor. The Company covenants that
all shares of Common Stock issuable upon exercise of this Warrant, upon receipt
by the Company of the full Exercise Price therefor, shall be validly issued,
fully paid, nonassessable, and free of preemptive rights.


 


5.                                       Adjustment
of Exercise Price and Number of Warrant Shares.


 


(a)                                  In
case the Company shall at any time after the date this Warrant was first issued
(i) declare a dividend on the outstanding Common Stock payable in shares
of its capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine
the outstanding Common Stock into a smaller number of shares, or (iv) issue
any shares of its capital stock by reclassification of the Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then, in each case,
the Exercise Price, and the number of Warrant Shares issuable upon exercise of
this Warrant, in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination, or reclassification, shall
be proportionately adjusted so that the Holder after such time shall be
entitled to receive the aggregate number and kind of shares which, if such
Warrant had been exercised immediately prior to such time, the Holder would
have owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination, or reclassification. Such adjustment shall
be made successively whenever any event listed above shall occur.


 


(b)                                 In
case the Company shall issue or fix a record date for the issuance to all
holders of Common Stock of rights, options, or warrants to subscribe for or
purchase Common Stock (or securities convertible into or exchangeable for
Common Stock) at a price per share (or having a Conversion or exchange price
per share, if a security convertible into or exchangeable for Common Stock)
less than the Current Weighted Market Price (as hereinafter defined) per share
of Common Stock on such record date, then, in each case, the Exercise Price
shall be adjusted by multiplying the Exercise Price in effect immediately prior
to such record date by a fraction, the


 


3

















 


numerator of which shall
be the number of shares of Common Stock outstanding on such record date plus
the number of shares of Common Stock which the aggregate offering price of the
total number of shares of Common Stock so to be offered (or the aggregate
initial conversion or exchange price of the convertible or exchangeable
securities so to be offered) would purchase at such Current Weighted Market
Price and the denominator of which shall be the number of shares of Common
Stock outstanding on such record date plus the number of additional shares of
Common Stock to be offered for subscription or purchase (or into which the
convertible or exchangeable securities so to be offered are initially
convertible or exchangeable); provided, however, that no such adjustment shall
be made which results in an increase in the Exercise Price and every adjustment
shall be subject to Section 5(f) hereof. Such adjustment shall become
effective at the close of business on such record date; provided, however,
that, to the extent the shares of Common Stock (or securities convertible into
or exchangeable for shares of Common Stock) are not delivered, the Exercise
Price shall be readjusted after the expiration of such rights, options, or
warrants (but only with respect to Warrants exercised after such expiration),
to the Exercise Price which would then be in effect had the adjustments made
upon the issuance of such rights, options, or warrants been made upon the basis
of delivery of only the number of shares of Common Stock (or securities
convertible into or exchangeable for shares of Common Stock) actually issued. In
case any subscription price may be paid in consideration part or all
of which shall be in a form other than cash, the value of such
consideration shall be as determined in good faith by the board of directors of
the Company, whose determination shall be conclusive absent manifest error. Shares
of Common Stock owned by or held for the account of the Company or any
majority-owned subsidiary shall not be deemed outstanding for the purpose of
any such computation.


 


(c)                                  In
case the Company shall distribute to all holders of Common Stock (including any
such distribution made to the stockholders of the Company in connection with a
consolidation or merger in which the Company is the continuing corporation)
evidences of its indebtedness, cash (other than any cash dividend which,
together with any cash dividends paid within the 12 months prior to the record
date for such distribution, does not exceed 5% of the Current Weighted Market Price at the record date for
such distribution) or assets (other than distributions and dividends payable in
shares of Common Stock), or rights, options, or warrants to subscribe for or
purchase Common Stock, or securities convertible into or changeable for shares
of Common Stock (excluding those with respect to the issuance of which an
adjustment of the Exercise Price is provided pursuant to Section 5(b) hereof),
then, in each case, the Exercise Price shall be adjusted by multiplying the
Exercise Price in effect immediately prior to the record date for the
determination of stockholders entitled to receive such distribution by a
fraction, the numerator of which shall be the Current Weighted Market Price per
share of Common Stock on such record date, less the fair market value (as
determined in good faith by the board of directors of the Company, whose
determination shall be conclusive absent manifest error) of the portion of the
evidences of indebtedness or assets so to be distributed, or of such rights,
options, or warrants or convertible or exchangeable securities, or the amount
of such cash, applicable to one share, and the denominator of which shall be
such Current Weighted Market Price per share of Common Stock. Such adjustment
shall become effective at the close of business on such record date.


 


(d)                                 For
the purpose of any computation under this Agreement, the “Current Weighted
Market Price” per share of Common Stock on any date shall be deemed to be the
arithmetic average of the daily VWAPs per share of the Common Stock on the
Principal Market for the 20 consecutive Trading Days ending on and including
the Trading Day immediately prior to the date in question. If the Current
Weighted Market Price cannot be determined under the foregoing method, the
Current Weighted Market Price shall mean the fair value per share of Common
Stock on such date as determined by the Board of Directors in good faith,
irrespective of any accounting treatment. 


 


(e)                                  No
adjustment in the Exercise Price shall be required if such adjustment is less
than $.01 (which amount will be proportionately adjusted in the event of stock
splits or the like); provided, however, that any adjustments which by reason of
this Section 5 are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this Section 6
shall be made to the nearest cent or to the nearest one-thousandth of a share,
as the case may be.


 


4

















 


(f)                                    In
any case in which this Section 5 shall require that an adjustment in the
Exercise Price be made effective as of a record date for a specified event, the
Company may elect to defer, until the occurrence of such event, issuing to
the Holder, if the Holder exercised this Warrant after such record date, the
shares of Common Stock, if any, issuable upon such exercise over and above the
shares of Common Stock, if any, issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment; provided, however, that the
Company shall deliver to the Holder a due bill or other appropriate instrument
evidencing the Holder’s right to receive such additional shares upon the
occurrence of the event requiring such adjustment.


 


(g)                                 Whenever
there shall be an adjustment as provided in this Section 5, the Company
shall promptly cause written notice thereof to be sent by certified or
registered mail, postage prepaid, to the Holder, at its address as it shall
appear in the Warrant Register, which notice shall be accompanied by an officer’s
certificate setting forth the number of Warrant Shares purchasable upon the
exercise of this Warrant and the Exercise Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment and the
computation thereof, which officer’s certificate shall be conclusive evidence
of the correctness of any such adjustment absent manifest error.


 


(h)                                 The
Company shall not be required to issue fractions of shares of Common Stock or
other capital stock of the Company upon the exercise of this Warrant. If any
fraction of a share would be issuable on the exercise of this Warrant (or
specified portions thereof), the Company shall purchase such fraction for an
amount in cash equal to the same fraction of the market price of such share of
Common Stock on the date of exercise of this Warrant, as determined in good
faith by the Company’s Board of Directors.


 


(i)                                     Principal
Market means whichever of (a) the national securities exchange, (b) the
Nasdaq Stock Market, or (c) such other securities market on which the
Common Stock is listed for trading which at such time constitutes the principal
securities market for the Common Stock.


 


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


 


(k)                                  VWAP
of the Common Stock on any Trading Day means the volume-weighted average price
of the Common Stock on the Principal Market, as reported by Bloomberg
Financial, L.P. (based on a Trading Day from 9:30 a.m., Eastern Time, to
4:00 p.m., Eastern Time, using the AQR function, for such Trading Day;
provided, however, if the volume-weighted average price of the Common Stock on
the Principal Market is not reported by Bloomberg Financial, L.P., it will be
determined by (a) using all regular way trades (including sold sales and
late sales) reported by the appropriate reporting authority from 9:30 a.m.,
Eastern Time, to 4:00 p.m., Eastern Time, (b) multiplying each
respective reported price by the total number of shares traded at that price, (c) adding
together each of these calculated values to compile an aggregate sum, and (d) dividing
the aggregate sum by the total number of reported shares that appear in the
prints included in step (a); and provided, further, during any period the VWAP
is being determined, the VWAP shall be subject to equitable adjustments from time
to time on terms consistent with Section 5 and otherwise reasonably
acceptable to the Purchaser Majority Interest for (s) stock splits, (t) stock
dividends, (u) combinations, (v) capital reorganizations, (w) issuance to
all holders of Common Stock of rights or warrants to purchase shares of Common
Stock, (x) distribution by the Company to all holders of Common Stock of
evidences of indebtedness of the Company or cash (other than regular quarterly
dividends), (y) tender offers by the Company or any subsidiary for, or other
repurchases of shares of, Common Stock in one or more transactions which,
individually or in the aggregate, result in the purchase of more than ten
percent of the Common Stock outstanding, and (z) similar events relating to the
Common Stock, in each case which occur, or with respect to which “ex-” trading
of the Common Stock begins, during such period. If on any Trading Day there is
no reported sale of Common Stock, the VWAP will not be determinable for such
day.


 


5

















 


6.                                       Reclassification:
Reorganization or Merger.


 


(a)                                  In
case of any consolidation with or merger of the Company with or into another
corporation (other than a merger or consolidation in which the Company is the
surviving or continuing corporation) or in case of any sale, lease, or
conveyance to another corporation of the property and assets of any nature of
the Company as an entirety or substantially as an entirety, such successor,
leasing, or purchasing corporation, as the case may be, shall (i) execute
with the Holder an agreement providing that the Holder shall have the right
thereafter to receive upon exercise of this Warrant solely the kind and amount
of shares of stock and other securities, property, cash, or any combination thereof
receivable upon such consolidation, merger, sale, lease, or conveyance by a
holder of the number of shares of Common Stock for which this Warrant might
have been exercised immediately prior to such consolidation, merger, sale,
lease, or conveyance, and (ii) make effective provision in its certificate
of incorporation or otherwise, if necessary, to effect such agreement. Such
agreement shall provide for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 6 above.


 


(b)                                 In
case of any reclassification or change of the shares of Common Stock issuable
upon exercise of this Warrant (other than a change in par value or from no par
value to a specified par value, or as a result of a subdivision or combination,
but including any change in the shares into two or more classes or series of
shares), or in case of any consolidation or merger of another corporation into
the Company in which the Company is the continuing corporation and in which
there is a reclassification or change (including a change to the right to
receive cash or other property) of the shares of Common Stock (other than a
change in par value, or from no par value to a specified par value, or as a
result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), the Holder shall have the
right thereafter to receive upon exercise of this Warrant solely the kind and
amount of shares of stock and other securities, property, cash, or any
combination thereof receivable upon such reclassification, change,
consolidation, or merger by a holder of the number of shares of Common Stock
for which this Warrant might have been exercised immediately prior to such
reclassification, change, consolidation, or merger. Thereafter, appropriate
provision shall be made for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 6.


 


(c)                                  Notwithstanding
anything to the contrary herein contained, in the event of a transaction
contemplated by Section 6(a) in which the surviving, continuing,
successor, purchasing or leasing corporation demands that all outstanding
convertible notes and warrants be extinguished prior to the closing date of the
contemplated transaction, the Company shall give prior notice (the “Merger
Notice”) thereof to the Holder advising the Holder of such transaction. The
Holder shall have ten (10) days after the date of the Merger Notice to
elect to (i) exercise this Warrant in the manner provided herein or (ii) receive
from the surviving, continuing, successor, or purchasing corporation the same
consideration receivable by a holder of the number of shares of Common Stock
for which this Warrant might have been exercised immediately prior to such
consolidation, merger, sale, or purchase reduced by such amount of the
consideration as has a market value equal to the Exercise Price, as determined
by the Board of Directors of the Company, whose determination shall be
conclusive absent manifest error. If the Holder fails to timely notify the
Company of its election, the Holder shall be deemed for all purposes to have
elected the option set forth in (ii) above. Any amounts receivable by a
Holder who has elected the option set forth in (ii) above shall be payable
at the same time as amounts payable to shareholders in connection with any such
transaction.


 


(d)                                 The
above provisions of this Section 6 shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales, leases, or conveyances.


 


7.                                       Certain
Notices to the Holder. In case at any time the Company shall propose to: (i) pay
any dividend or make any distribution on shares of Common Stock in shares of
Common Stock or make any other distribution (other than regularly scheduled
cash dividends which are not in a greater amount per share than the most recent
such cash dividend) to all holders of Common Stock; (ii) issue any rights,
warrants, or other securities to all holders of Common Stock entitling them to
purchase any additional shares of Common Stock or any other rights, warrants,
or other securities; (iii) effect any reclassification or change of
outstanding shares of Common Stock, or


 


6

















 


any consolidation,
merger, sale, lease, or conveyance of property, described in Section 6; or
(iv) effect any liquidation, dissolution, or winding-up of the Company;
then, and in any one or more of such cases, the Company shall give written
notice thereof, by certified or registered mail, postage prepaid, to the Holder
at the Holder’s address as it shall appear in the Warrant Register, mailed at
least fifteen (15) days prior to (x) the date as of which the holders of record
of shares of Common Stock to be entitled to receive any such dividend,
distribution, rights, warrants, or other securities are to be determined, (y)
the date on which any such reclassification, change of outstanding shares of
Common Stock, consolidation, merger, sale, lease, conveyance of property
liquidation, dissolution, or winding-up is expected to become effective, and
the date as of which it is expected that holders of record of shares of Common
Stock shall be entitled to exchange their shares for securities or other
property, if any, deliverable upon such reclassification, change of outstanding
shares, consolidation, merger, sale, lease, conveyance of property,
liquidation, dissolution, or winding-up, or (z) the date of such action which
would require an adjustment to the Exercise Price.


 


8.                                       Issue
Tax. The issuance of any shares or other securities upon the exercise of
this Warrant, and the delivery of certificates or other instruments
representing such shares or other securities, shall be made without charge to
the Holder for any tax or other charge in respect of such issuance. The Company
shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue and delivery of any certificate
in a name other than that of the Holder and the Company shall not be required to
issue or deliver any such certificate unless and until the person or persons
requesting the issue thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax
has been paid.


 


9.                                       Restrictive
Legend. The Warrant Shares issued upon exercise of this Warrant shall be
subject to a stop transfer order and the certificate or certificates evidencing
such Warrant Shares shall bear the following legend:


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER
SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE
MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.


 


10.                                 Lost
Warrant. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction, or mutilation of this Warrant (and upon surrender of this
Warrant if mutilated), and upon reimbursement of the Company’s reasonable
incidental expenses and indemnity reasonably satisfactory to the Company, the
Company shall execute and deliver to the Holder thereof a new Warrant of like
date, tenor, and denomination.


 


11.                                 No
Shareholder Rights. The Holder of this Warrant shall not have solely on
account of such status, any rights of a shareholder of the Company, either at
law or in equity, or to any notice of meetings of shareholders or of any other
proceedings of the Company, except as provided in this Warrant.


 


12.                                 Governing
Law. This Warrant has been negotiated and consummated in the State of New
York and shall be construed in accordance with the laws of the State of New
York applicable to contracts made and performed within such State, without
regard to principles governing conflicts of law.


 


13.                                 Jurisdiction.
Each of the Company and the Holder of this Warrant, irrevocably consents to the
jurisdiction of the courts of the State of New York and of any federal court
located in such State in connection with


 


7

















 


any action or proceeding
arising out of or relating to this Warrant, any document or instrument
delivered pursuant to, in connection with or simultaneously with this Warrant,
or a breach of this Warrant or any such document or instrument. In any such
action or proceeding, the Company waives personal service of any summons,
complaint or other process and agrees that service thereof may be made in
accordance with Section 14 hereof.


 


14.                                 Notices.
Any notice or other communication required or permitted to be given hereunder
shall be in writing and shall be mailed by certified mail, return receipt
requested, or by Federal Express, Express Mail or similar overnight delivery or
courier service or delivered (in person or by telecopy, telex or similar
telecommunications equipment) against receipt to the party to whom it is to be
given:


 


if to the Company:                                              Bioject
Medical Technologies Inc.


20245 S.W. 95thAvenue

Tualatin, OR  97062

Attention:  Christine Farrell 

Facsimile:  (503) 692-6783


 


if to the Holder:             


 


or in either case, to
such other address as the party shall have furnished in writing in accordance
with the Provisions of this Section 14.
Any notice or other communication given by certified mail shall be deemed given at the time of
certification thereof, except for a notice changing a party’s address which shall
be deemed given at the time of receipt thereof. Any notice given by other means permitted by this Section 14
shall be deemed given at the time of receipt thereof;


 


15.                                 Overall
Cap On Common Stock Issued And Issuable.


 


(a)                                  Notwithstanding anything herein or in any
agreement between the Holder and the Company executed in connection herewith to
the contrary, if the rules of Nasdaq require, the Holder shall not have
the right to exercise any portion of this Warrant for shares of Common Stock in
accordance with its terms (such shares of Common Stock being referred to herein
as “Conversion Shares”), to the extent that either: (i) the aggregate
number of Conversion Shares issued and issuable by the Company pursuant to the
Bridge Notes and the Bridge Warrants exceeds 19.9% of the number of shares
of Common Stock or the voting power of the Company outstanding on the original
date of issuance of the Warrants (“Date of Original Issuance”) or (ii) after
giving effect to such conversion or exercise, the Holder (together with the
Holder’s affiliates) would beneficially own in excess of 19.9% of the number of
shares of the Common Stock or the voting power of the Company outstanding
immediately after the Bridge Loan  (the securities issued and issuable up
to and in compliance with the 19.9% thresholds described in clauses (i) and
(ii) above, being referred to herein as the “Issuable Maximum”), unless
the issuance of securities in excess of the Issuable Maximum shall first be
approved by the Company’s shareholders in accordance with applicable law and
the Bylaws and Articles of Incorporation of the Company. If, at the time of any
potential exercise of this Warrant, the Conversion Shares issued and issuable
exceed the Issuable Maximum (and if the Company has not previously obtained the
required shareholder approval), the Company shall issue to the Holder a number
of Conversion Shares not exceeding the Issuable Maximum, and the remainder of
the Conversion Shares to be issued shall constitute “Excess Shares” pursuant to
paragraph 15(b) below.


 


(b)                                 In the event than the Holder’s receipt of
Conversion Shares is restricted based on the Issuable Maximum, the Company
shall promptly call a shareholder’s meeting for the purpose of obtaining
shareholder approval of the issuance of the Excess Shares to the Holder. No
Conversion Shares issued pursuant to exercise of any Warrants shall be entitled
to vote to approve the issuance of the Excess Shares.


 


(c)                                  Neither the Company nor any Holder may waive
the provisions of this Section 15.


 


8

















 


IN
WITNESS WHEREOF, this Warrant has been duly executed as of March        ,
2006.


 


 


	
   

  	
  BIOJECT
  MEDICAL TECHNOLOGIES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [HOLDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


FORM OF
ASSIGNMENT


 


(To be executed by
the registered holder if such
holder desires to transfer the attached Warrant.)


 


 


FOR VALUE RECEIVED,                             
hereby sells, assigns, and transfers unto:


 


Name:


 


Address:


 


Social Security or
Employer Identification Number:


 


the right to purchase                            
shares of Common Stock, no par value, of Bioject Medical Technologies Inc. (the
“Company”) represented by the attached Warrant, together with all right, title,
and interest therein, and does hereby irrevocably constitute and appoint                                            
attorney to transfer such Warrant on the books of the Company, with full power
of substitution.


 


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
							



 


 


NOTICE


 


THE
SIGNATURE ON THE FOREGOING ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN
UPON THE FACE OF THIS WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.


 

















 


ELECTION
TO EXERCISE


 


The undersigned hereby
exercises its rights to purchase               
Warrant Shares covered by the within Warrant, and tenders payment herewith in
the aggregate amount of $               ,
including (i) $               
by certified or bank cashier’s
check or wire transfer, and/or (ii) subject to paragraph 1(b) of the
Warrant, cancellation of Warrants to purchase        
Warrant Shares based upon a Maximum Number (as therein defined) of              ,
in accordance with the terms
thereof, and requests that certificates
for such securities be issued in the name of, and delivered to:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Print Name, Address
  and Social Security

  
	
  or Tax Identification
  Number)

  



 


and, if such number of
Warrant Shares shall not be all the Warrant Shares covered by the within
Warrant, that a new Warrant for the balance of the Warrant Shares covered by
the within Warrant be registered in the name of, and delivered to, the
undersigned at the address stated below.


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



(Print Name, Address and
Social Security

or Tax identification Number)


 


	
   

  	
  Name of Holder

  
	
   

  	
   

  	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
  Title (if entity)

  
	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  Guarantee