EXHIBIT 10.2


 


FORM OF WARRANT


 


NEITHER THIS WARRANT NOR THE
SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR
OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS (I) PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT OR (II) IN COMPLIANCE WITH AN
EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY BIOJECT MEDICAL
TECHNOLOGIES INC., WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH AN EXEMPTION THEREFROM.


 


	
  Warrant No. II-7

  	
  Number of Shares:            

  (subject to adjustment)

  
	
  Date of Issuance: 
  December 5, 2007

  	
   

  



 


WARRANT



TO PURCHASE COMMON STOCK OF



BIOJECT MEDICAL TECHNOLOGIES INC.



EXPIRING ON DECEMBER  4, 2011


 


THIS IS TO CERTIFY THAT, for value received,                                        ,
(the “Registered Holder”), or its permitted assigns, is entitled to
purchase from BIOJECT MEDICAL TECHNOLOGIES INC., an Oregon corporation (the “Company”),
at the place where the Warrant Office designated pursuant to Section 2.1
is located, at a purchase price per share of $0.75 (as adjusted pursuant to the
terms of this Warrant, the “Exercise Price”),             
shares of duly authorized, validly issued, fully paid and nonassessable shares
of Common Stock, no par value per share (“Common Stock”), of the
Company, and is entitled also to exercise the other appurtenant rights, powers
and privileges hereinafter set forth. 
The number of shares of the Common Stock purchasable hereunder and the
Exercise Price are subject to adjustment in accordance with Article III
hereof.  This Warrant shall expire at
5:00 p.m., New York time, on December  4, 2011.


 


Certain Terms used in this Warrant are defined in Article IV.


 


ARTICLE
I



EXERCISE OF WARRANT


 


1.1          Method of Exercise.  This Warrant may be exercised by the
Registered Holder as a whole or in part from time to time until December 4,
2011, at which time this Warrant shall expire and be of no further force or
effect; provided, however, that the minimum number of Warrant Shares that may
be purchased on a single exercise shall be the entire number of shares
remaining available for exercise hereunder. 
To exercise this Warrant, the Registered Holder or permitted assignees
of all rights of the Registered Holder shall deliver to the Company, at the
Warrant Office designated in Section 2.1(a), a written notice in the form
of the Purchase Form attached as Exhibit A hereto, stating therein
the election of the Registered Holder or such permitted assignees of the
Registered Holder to exercise this Warrant in the manner provided in the
Purchase Form, (b) payment in full of the Exercise Price (in the manner
described below) for all Warrant Shares purchased hereunder, and (c) this
Warrant.  Subject to compliance with Section 3.1(a)(vii),
this Warrant shall be deemed to be exercised on the date of receipt by the
Company of the Purchase Form, accompanied by payment for the Warrant Shares to
be purchased and surrender of this Warrant, as aforesaid, and such date is
referred to herein as the “Exercise Date.” 
Upon such exercise (subject as aforesaid), the Company shall issue and
deliver to the Registered Holder a certificate for the full number of the
Warrant Shares 


 

















 


purchasable by the
Registered Holder hereunder, against the receipt by the Company of the total
Exercise Price payable hereunder for all such Warrant Shares, in cash or by
certified or cashier’s check.  The Person
in whose name the certificate(s) for Common Stock is to be issued shall be
deemed to have become a holder of record of such Common Stock on the Exercise
Date.


 


1.2          Fractional Shares.  No fractional shares of Common Stock shall be
issued upon exercise of this Warrant. Instead of any fractional shares of
Common Stock that would otherwise be issuable upon exercise of this Warrant,
the Company shall pay a cash adjustment in respect of such fractional interest
equal to the fair market value of such fractional interest as determined in
good faith by the Board of Directors.


 


1.3          Purchase of Warrants by the Company.  The Company shall have the right, except as
limited by law, other agreement, or herein, to purchase or otherwise acquire
Warrants at such time, in such manner, and for such consideration as it may
deem appropriate.


 


1.4          Cancellation of Warrants.  In the event the Company shall purchase or
otherwise acquire the Warrants, the same shall thereupon be cancelled by it and
retired.


 


ARTICLE
II



WARRANT OFFICE; TRANSFER


 


2.1          Warrant Office.  The Company shall maintain an office for
certain purposes specified herein (the “Warrant Office”), which office
shall initially be the Company’s office at 20245 S.W. 95th Avenue, Tualatin, Oregon
97062, and may subsequently be such other office of the Company or of any
transfer agent of the Common Stock in the continental United States of which
written notice has previously been given to the Registered Holder.  The Company shall maintain, at the Warrant
Office, a register for the Warrant in which the Company shall record the name
and address of the Registered Holder, as well as the name and address of each
permitted assignee of the rights of the Registered Holder.


 


2.2          Ownership of Warrant.  The Company may deem and treat the Registered
Holder as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer as provided in this Article II.


 


2.3          Transfer of Warrants.  The Company agrees to maintain at the Warrant
Office books for the registration and transfer of this Warrant.  Subject to the restrictions on transfer of
Warrants in Section 2.8, the Company, from time to time, shall register
the transfer of this Warrant in such books upon surrender of this Warrant at
the Warrant Office, properly endorsed, together with a written assignment of
this Warrant, substantially in the form of the Assignment attached as Exhibit B
hereto. Upon any such transfer, a new Warrant shall be issued to the
transferee, and the Company shall cancel the surrendered Warrant.  The Registered Holder shall pay all taxes and
all other expenses and charges payable in connection with the transfer of
Warrants pursuant to this Section 2.3.


 


2.4          Acknowledgement of Rights.  The Company will, at the time of exercise of
this Warrant in accordance with the terms hereof, upon request of the
Registered Holder, acknowledge in writing its continuing obligation to afford
to such holder any rights to which such holder shall continue to be entitled
after such exercise in accordance with the provisions of this Warrant, provided
that if the holder of this Warrant shall fail to make any such request, such
failure shall not affect the continuing obligation of the Company to afford to
such holder any such rights.


 


2.5          No Rights as Shareholder Until
Exercise.  This Warrant does not
entitle the Registered Holder to any voting rights or other rights as a
shareholder of the Company prior to the exercise hereof.  Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price, the Warrant Shares so purchased shall
be and be deemed to be issued to the Registered Holder as the record owner of
such shares as of the close of business on the Exercise Date.


 


2

















 


2.6          Expenses of Delivery of Warrants.  Except as provided in Section 2.3 above,
the Company shall pay all reasonable expenses, taxes (other than transfer
taxes), and other charges payable in connection with the preparation, issuance
and delivery of Warrants and related Warrant Shares hereunder.


 


2.7          Compliance with Securities Laws.  The Registered Holder (and its transferees
and assigns), by acceptance of this Warrant, covenants and agrees that such
Registered Holder is acquiring the Warrants evidenced hereby, and, upon
exercise hereof, the Warrant Shares, for its own account as an investment and
not with a view to distribution thereof. 
Neither this Warrant nor the Warrant Shares issuable hereunder have been
registered under the Securities Act or any state securities laws and no
transfer of this Warrant or any Warrant Shares shall be permitted unless the
Company has received notice of such transfer in the form of the assignment
attached hereto as Exhibit B, accompanied, if requested by the
Company, by an opinion of counsel reasonably satisfactory to the Company that
an exemption from registration of such Warrant or Warrant Shares under the
Securities Act is available for such transfer, except that no such opinion
shall be required with respect to the Warrant Shares after the registration for
resale of the Warrant Shares has become effective if the Warrant Shares are sold
pursuant to the registration statement. 
Upon any exercise of the Warrants prior to effective registration for
resale or except as in accordance with Rule 144 under the Securities Act,
certificates representing the Warrant Shares shall bear a restrictive legend
substantially identical to that set forth as follows:


 


“The securities represented by this certificate have
not been registered under the Securities Act of 1933, as amended, or the
securities laws of any state (collectively, the “Acts”).  Neither the shares nor any interest therein
may be offered, sold, transferred, pledged, or otherwise disposed of in the
absence of an effective registration statement with respect to the shares under
all of the applicable Acts, or an opinion of counsel satisfactory to Bioject
Medical Technologies Inc. to the effect that such registrations are not
required.”


 


(c)           Any
purported transfer of the Warrant or Warrant Shares not in compliance with the
provisions of this section shall be null and void.  Stop transfer instructions have been or will
be imposed with respect to the Warrant Shares so as to restrict resale or other
transfer thereof, subject to this Section 2.7.


 


ARTICLE
III



ANTI-DILUTION PROVISIONS


 


3.1          Adjustment of Exercise Price and
Number of Warrant Shares.  The
Exercise Price shall be subject to adjustment from time to time as hereinafter
provided in this Article III.  Upon
each adjustment of the Exercise Price, except pursuant to Sections 3.1(a)(iii) and
(iv), the Registered Holder shall thereafter be entitled to purchase, at the
Exercise Price resulting from such adjustment, the number of shares of the
Common Stock obtained by multiplying the Exercise Price in effect immediately
prior to such adjustment by the number of shares of the Common Stock
purchasable pursuant hereto immediately prior to such adjustment and dividing
the product thereof by the Exercise Price resulting from such adjustment.


 


(a)           Exercise Price Adjustments.  The Exercise Price shall be subject to
adjustment from time to time as follows:


 


(i)            Adjustment for Stock Splits and
Combinations. If the Company shall, at any time or from time to time after
the date hereof (the “Original Issue Date”) while this Warrant remains
outstanding, effect a subdivision of the outstanding Common Stock, the Exercise
Price in effect immediately before such subdivision shall be proportionately
decreased.  Conversely, if the Company
shall at any time or from time to time after the Original Issue Date combine
the outstanding shares of Common Stock into a smaller number of shares, the
Exercise Price in effect immediately before such combination shall be
proportionately increased.  Any
adjustment under this Section 3.1(a)(i) shall become effective at the
close of business on the date the subdivision or combination becomes effective.


 


(ii)           Adjustment for Common Stock
Dividends and Distributions.  If the
Company, at any time or from time to time after the Original Issue Date while
this Warrant remains outstanding makes, or fixes a 


 


3

















 


record date for the
determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in additional shares of Common Stock, in each such
event the Exercise Price that is then in effect shall be decreased as of the
time of such issuance or, in the event such record date is fixed, as of the
close of business on such record date, by multiplying the Exercise Price then
in effect by a fraction (i) the numerator of which is the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date, and (ii) the
denominator of which is the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution; provided, however,
that if such record date is fixed and such dividend is not fully paid or if
such distribution is not fully made on the date fixed therefor, the Exercise
Price shall be recomputed accordingly as of the close of business on such
record date, and thereafter the Exercise Price shall be adjusted pursuant to
this Section 3.1(a)(ii) to reflect the actual payment of such
dividend or distribution.


 


(iii)          Adjustment for Reclassification,
Exchange, and Substitution.  If at
any time or from time to time after the Original Issue Date while this Warrant
remains outstanding, the Common Stock is changed into the same or a different
number of shares of any class or classes of stock, whether by recapitalization,
reclassification, or otherwise (other than an Acquisition, Asset Transfer,
subdivision or combination of shares, stock dividend, reorganization, merger,
consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)),
in any such event the Registered Holder shall have the right thereafter to
convert such stock into the kind and amount of stock and other securities and
property receivable upon such recapitalization, reclassification or other
change by holders of the maximum number of shares of Common Stock into which
such shares of Common Stock could have been converted immediately prior to such
recapitalization, reclassification or change, all subject to further adjustment
as provided herein or with respect to such other securities or property by the
terms thereof.


 


(iv)          Reorganizations, Mergers,
Consolidations, or Sales of Assets. 
If at any time or from time to time after the Original Issue Date while
this Warrant remains outstanding, there is a capital reorganization of the
Company, an Acquisition, an Asset Transfer (other than a recapitalization, or
subdivision, combination, reclassification, exchange, or substitution of shares
provided for elsewhere in this Section 3.1(a)), as a part of such capital
reorganization, Acquisition, or Asset Transfer, provision shall be made so that
the Registered Holder shall thereafter be entitled to receive upon exercise
hereof the number of shares of stock or other securities or property to which a
holder of the number of shares of Common Stock deliverable upon exercise
immediately prior to such event would have been entitled as a result of such
capital reorganization, subject to adjustment in respect of such stock or
securities by the terms thereof.  In any
such case, appropriate adjustment shall be made in the application of the
provisions of this Section 3.1(a) with respect to the rights of the
Registered Holder after the capital reorganization, Acquisition, or Asset
Transfer to the end that the provisions of this Section 3.1(a) (including
adjustment of the Exercise Price then in effect and the number of shares
issuable upon exercise) shall be applicable after that event and be as nearly
equivalent as practicable.


 


(v)           Distributions of Securities.  In case of any distribution of any security
(including rights or warrants to subscribe for any such securities) of the
Company (except Common Stock), evidences of its indebtedness, cash, or other
assets to all of the holders of its Common Stock, then in each such case the
Exercise Price in effect thereafter shall be determined by multiplying the
Exercise Price in effect immediately prior thereto by a fraction, the numerator
of which shall be the total number of outstanding shares of Common Stock
multiplied by the Current Market Price on the record date mentioned below, less
the fair market value (as determined in good faith by the Board of Directors)
of the securities, evidences of indebtedness, cash, or other assets distributed
by the Company, and the denominator of which shall be the total number of
outstanding shares of Common Stock multiplied by the Current Market Price; such
adjustment shall become effective as of the record date for the determination
of shareholders entitled to receive such distribution. The subdivision or
combination of shares of Common Stock issuable upon exercise of this Warrant at
any time outstanding into a greater or lesser number of shares of Common Stock
shall not be deemed to be a reclassification of the Common Stock of the Company
of this clause (v).


 


(vi)          Rounding of Calculations; Minimum
Adjustment.  All calculations under
this Section 3.1(a) and under Section 3.1(b) shall be made
to the nearest cent.  Any provision of
this Section 3.1 to the contrary notwithstanding, no adjustment in the
Exercise Price shall be made if the amount of such adjustment would be less
than one percent, but any such amount shall be carried forward and an
adjustment with respect thereto shall 


 


4

















 


be made at the time of
and together with any subsequent adjustment which, together with such amount
and any other amount or amounts so carried forward, shall aggregate one percent
or more.


 


(vii)         Timing of Issuance of Additional
Common Stock Upon Certain Adjustments. 
In any case in which the provisions of this Section 3.1(a) shall
require that an adjustment shall become effective immediately after a record
date for an event, the Company may defer until the occurrence of such event
issuing to the Registered Holder after such record date and before the
occurrence of such event the additional shares of Common Stock or other
property issuable or deliverable upon exercise by reason of the adjustment
required by such event over and above the shares of Common Stock or other
property issuable or deliverable upon such exercise before giving effect to
such adjustment; provided, however, that the Company upon request
shall deliver to such Registered Holder a due bill or other appropriate
instrument evidencing such Registered Holder’s right to receive such additional
shares or other property, and such cash, upon the occurrence of the event
requiring such adjustment.


 


(b)           Statement Regarding Adjustments.  Whenever the Exercise Price shall be adjusted
as provided in Section 3.1(a), and upon each change in the number of
shares of the Common Stock issuable upon exercise of this Warrant, the Company
shall forthwith file, at the office of any transfer agent for this Warrant and
at the principal office of the Company, a statement showing in detail the facts
requiring such adjustment and the Exercise Price and new number of shares
issuable that shall be in effect after such adjustment, and the Company shall
also cause a copy of such statement to be given to the Registered Holder.  Each such statement shall be signed by the
Company’s chief financial or accounting officer.  Where appropriate, such copy may be given in
advance and may be included as part of a notice required to be mailed under the
provisions of Section 3.1(c).


 


(c)           Notice to Holders.  In the event the Company shall propose to
take any action of the type described in clause (iii) or (iv) of Section 3.1(a),
the Company shall give notice to the Registered Holder, in the manner set forth
in Section 6.6, which notice shall specify the record date, if any, with
respect to any such action and the approximate date on which such action is to
take place.  Such notice shall also set
forth such facts with respect thereto as shall be reasonably necessary to
indicate the effect of such action (to the extent such effect may be known at
the date of such notice) on the Exercise Price and the number, kind or class of
shares or other securities or property which shall be deliverable upon exercise
of this Warrant.  In the case of any
action which would require the fixing of a record date, such notice shall be
given at least 10 days prior to the date so fixed, and in case of all other
action, such notice shall be given at least 15 days prior to the taking of such
proposed action.  Failure to give such
notice, or any defect therein, shall not affect the legality or validity of any
such action.


 


3.2          Costs.  The Registered Holder shall pay all
documentary, stamp, transfer or other transactional taxes attributable to the
issuance or delivery of the Warrant Shares upon exercise of this Warrant.  Additionally, the Company shall not be
required to pay any taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificate for such Warrant
Shares.  The Registered Holder shall
reimburse the Company for any such taxes assessed against the Company.


 


3.3          Reservations of Shares.  The Company shall reserve at all times so
long as this Warrant remains outstanding, free from preemptive rights, out of
its authorized but unissued shares of Common Stock, solely for the purpose of
effecting the exercise of this Warrant, sufficient shares of Common Stock to
provide for the exercise hereof.


 


3.4          Valid Issuance.  All shares of Common Stock which may be
issued upon exercise of this Warrant will upon issuance by the Company be duly
and validly issued, fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issuance thereof attributable to any act or
omission by the Company, and the Company shall take no action which will cause
a contrary result (including without limitation, any action which would cause
the Exercise Price to be less than the par value, if any, of the Common Stock).


 


ARTICLE
IV



TERMS DEFINED


 


As used in this Warrant, unless the context otherwise
requires, the following terms have the respective meanings set forth below or
in the Section indicated:


 


5

















 


Acquisition means the acquisition of the Company by another
person or entity or group of affiliated persons or entities by means of any
transaction or series of related transactions (including, without limitation,
any reorganization, merger, or consolidation but excluding any merger effected
exclusively for the purpose of changing the domicile of the Company) that
results in the transfer of more than 50% of the outstanding voting power of the
Company.


 


Asset Transfer means the sale, lease, or other transfer of all or
substantially all of the assets of the Corporation


 


Board of Directors means the Board of Directors of the Company.


 


Common Stock means the Company’s authorized Common Stock, no par
value per share.


 


Company means Bioject Medical Technologies Inc., an Oregon
corporation, and any other corporation assuming or required to assume the
obligations undertaken in connection with this Warrant.


 


Current Market Price means the arithmetic average of the closing price 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 Market Price cannot be determined under the
foregoing method, the Current 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.


 


Exchange Act means the Securities and Exchange Act of 1934, as
amended.


 


Exercise Date is defined in Section 1.1.


 


Exercise Price is defined in the Preamble.


 


Majority Holders means at any time Registered Holders of Warrant
Shares which shares constitute a majority of the outstanding Warrant Shares.


 


Original Issue Date is defined in Section 3.1(a)(i).


 


Outstanding means when used with reference to Common Stock at any
date, all issued shares of Common Stock (including, but without duplication,
shares deemed issued pursuant to Article III) at such date.


 


Person means any individual, corporation, partnership,
trust, organization, association or other entity.


 


Principal Market means whichever of (a) the national securities
exchange, (b) the Nasdaq Capital 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.


 


Registered Holder is defined in the Preamble.


 


Securities Act means the Securities Act of 1933 and the rules and
regulations promulgated thereunder, all as the same shall be in effect at the
time.


 


Trading Day means a day on whichever of (a) the national
securities exchange, (b) the Nasdaq Capital 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.


 


Warrant means this Warrant and any successor or replacement
Warrant delivered in accordance with Section 2.3 or 6.8.


 


Warrant Office is defined in Section 2.1.


 


6

















 


Warrant Shares means the shares of Common Stock purchased or purchasable
by the Registered Holder, or the permitted assignees of such Registered Holder,
upon exercise of this Warrant pursuant to Article I hereof.


 


ARTICLE
V



COVENANT OF THE COMPANY


 


The Company covenants and agrees that this Warrant
shall be binding upon any corporation succeeding to the Company by merger,
consolidation, or acquisition of all or substantially all of the Company’s
assets.


 


ARTICLE
VI



MISCELLANEOUS


 


6.1          Entire Agreement.  This Warrant and the Registration Rights
Agreement contain the entire agreement between the Registered Holder and the
Company with respect to the Warrant Shares that it can purchase upon exercise
hereof and the related transactions and supersedes all prior arrangements or
understanding with respect thereto.


 


6.2          Governing Law.  This Warrant shall be governed by and
construed in accordance with the internal laws of the State of Oregon, without
regard to its conflict of law provisions.


 


6.3          Waiver and Amendment.  Any term or provision of this Warrant may be
waived at any time by the party which is entitled to the benefits thereof, and
any term or provision of this Warrant may be amended or supplemented at any
time by written consent of the parties (it being agreed that an amendment to or
waiver under any of the provisions of Article III of this Warrant shall
not be considered an amendment of the number of Warrant Shares or the Exercise
Price).  No waiver by
any party of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior
or subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising because of any prior or
subsequent such occurrence.


 


6.4          Illegality.  In the event that any one or more of the
provisions contained in this Warrant shall be determined to be invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not, at the election of the party for whom the
benefit of the provision exists, be in any way impaired.


 


6.5          Copy of Warrant.  A copy of this Warrant shall be filed among
the records of the Company.


 


6.6          Notice.  Any notice or other document required or
permitted to be given or delivered to the Registered Holder shall be delivered
at, or sent by certified or registered mail to such Registered Holder at, the
last address shown on the books of the Company maintained at the Warrant Office
for the registration of this Warrant or at any more recent address of which the
Registered Holder shall have notified the Company in writing.  Any notice or other document required or
permitted to be given or delivered to the Company, other than such notice or
documents required to be delivered to the Warrant Office, shall be delivered
at, or sent by certified or registered mail to, the office of the Company at 20245
S.W. 95th Avenue, Tualatin, Oregon 97062 or any other address within the
continental United States of America as shall have been designated in writing
by the Company delivered to the Registered Holder.


 


6.7          Limitation of Liability; Not
Stockholders.  Subject to the
provisions of Article III, until the exercise of this Warrant, the
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company, including, without limitation, the right to vote,
to receive dividends and other distributions, or to receive notice of, or
attend meetings of stockholders or any other proceedings of the Company.  Until the exercise of this Warrant, no
provision hereof, and no mere enumeration herein of the rights or privileges of
the Registered Holder, shall give rise to any liability of such Registered
Holder for the purchase price of any shares of Common Stock or as a stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.


 


7

















 


6.8          Exchange, Loss, Destruction, etc.
of Warrant.  Upon receipt of evidence
satisfactory to the Company (an affidavit of the Registered Holder shall be
satisfactory evidence) of the loss, theft, mutilation or destruction of this
Warrant, and, in the case of any such loss, theft or destruction, upon delivery
of a bond of indemnity in such form and amount as shall be reasonably
satisfactory to the Company, or, in the event of such mutilation upon surrender
and cancellation of this Warrant, the Company will make and deliver a new
Warrant of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Warrant; provided, however, that the original Registered Holder
of this Warrant shall not be required to provide any such bond of indemnity and
may in lieu thereof provide his agreement of indemnity.  Any Warrant issued under the provisions of
this Section 6.8 in lieu of any Warrant alleged to be lost, destroyed or
stolen, or in lieu of any mutilated Warrant, shall constitute an original
contractual obligation on the part of the Company.  This Warrant shall be promptly canceled by
the Company upon the surrender hereof in connection with any exchange or
replacement.  The Registered Holder of
this Warrant shall pay all taxes (including securities transfer taxes) and all
other expenses and charges payable in connection with the preparation,
execution and delivery of replacement Warrant(s) pursuant to this Section 6.8.


 


6.9          Headings.  The Article and Section and other
headings herein are for convenience only and are not a part of this Warrant and
shall not affect the interpretation thereof.


 


6.10        Successors and Assigns.  Subject to applicable securities laws, this
Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the successors
and permitted assigns of Registered Holder. 
The provisions of this Warrant are intended to be for the benefit of all
Registered Holders from time to time of this Warrant and shall be enforceable
by any such Registered Holder or holder of Warrant Shares.


 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be signed in its name.


 


Dated:  December 5,
2007


 


 


	
   

  	
   

  	
  BIOJECT MEDICAL
  TECHNOLOGIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
    /s/ 
  Ralph Makar

  
	
   

  	
   

  	
  Name: 

  	
  Ralph Makar

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President and
  CEO

  	
   

  
							



 


8

















 


Exhibit A


 


PURCHASE FORM


 


	
  To:

  	
  Bioject Medical Technologies Inc.

  	
   

  	
  Dated:                ,
  20     

  
	
   

  	
  20245 S.W. 95th
  Avenue

  	
   

  	
   

  
	
   

  	
  Tualatin, Oregon
  97062

  	
   

  	
   

  



 


The undersigned, pursuant to the provisions set forth
in the attached Warrant (No.         ),
hereby irrevocably elects to purchase                 
shares of the Common Stock covered by such Warrant.


 


The undersigned herewith makes payment of the full
exercise price for such shares at the price per share provided for in such
Warrant, which is $          
per share in lawful money of the United States.


 


	
   

  	
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9

















 


Exhibit B


 


ASSIGNMENT


 


For value received,                                    ,
hereby sells, assigns and transfers unto                                               
the within Warrant, together with all right, title and interest therein and
does hereby irrevocably constitute and appoint attorney, to transfer said
Warrant on the books of the Company, with full power of substitution.


 


 


	
   

  	
   

  	
   

  



 


Dated:                     ,
20


 


10