/s/ BRAD D. SANDERS
Name:
Brad D. Sanders
Title:
Director of Fund
Administration
EXHIBIT A
SCHEDULE OF PURCHASERS
Name of Purchaser
and State of Residency
Preferred
Shares
Aggregate
Purchase
Price
EXHIBIT B
FORM OF LEGAL OPINION
EXHIBIT C
CERTIFICATE OF EXECUTIVE OFFICER
The undersigned,
, does hereby certify
that he has been duly elected and qualified as, and at this date is, the Chief
Executive Officer of Bioject Medical Technologies Inc. (the "Company") and that:
The representations and warranties of the Company contained in Article 2 of the
Securities Purchase Agreement dated
, 2006 by and among
the Company and the Purchasers listed on Exhibit A thereto (the
"Agreement") were true in all material respects when made and are true in all
material respects on and as of the date hereof.
The Company has performed and complied in all material respects with all
agreements, obligations and conditions contained in the Agreement that are
required to be performed or complied with by it on or before the date hereof.
There has been no material adverse change in the business, affairs, operations,
properties, assets or condition of the Company from that described in the
Agreement (and the Disclosure Schedules attached thereto).
IN WITNESS WHEREOF, the undersigned has executed this certificate
this
day of
, 2006.
Chief Executive Officer
EXHIBIT D
CERTIFICATE OF SECRETARY
The undersigned,
, hereby certifies as follows:
SHE IS THE DULY ELECTED, QUALIFIED AND ACTING SECRETARY OF BIOJECT MEDICAL
TECHNOLOGIES INC., AN OREGON CORPORATION (THE "COMPANY").
ATTACHED HERETO AS EXHIBIT A IS A TRUE AND CORRECT COPY OF THE COMPANY'S AMENDED
AND RESTATED ARTICLES OF INCORPORATION AND ALL AMENDMENTS, AS IN EFFECT ON THE
DATE HEREOF.
ATTACHED HERETO AS EXHIBIT B IS A TRUE AND CORRECT COPY OF THE COMPANY'S BYLAWS
AS IN EFFECT ON THE DATE HEREOF.
ATTACHED HERETO AS EXHIBIT C IS A TRUE AND CORRECT COPY OF THE RESOLUTIONS OF
THE COMPANY'S BOARD OF DIRECTORS ADOPTED BY THE BOARD OF DIRECTORS OF THE
COMPANY ON MARCH
, 2006, APPROVING, AMONG OTHER THINGS, THE PERFORMANCE OF
THE SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH
8, 2006 (THE "PURCHASE
AGREEMENT"), INCLUDING THE SALE, ISSUANCE AND DELIVERY OF THE SHARES OF SERIES E
PREFERRED STOCK (THE "PREFERRED SHARES") ISSUABLE PURSUANT TO THE PURCHASE
AGREEMENT, IN ALL CASES SUBJECT TO REQUIRED SHAREHOLDER APPROVALS, TO THE
PURCHASERS LISTED ON EXHIBIT A TO THE PURCHASE AGREEMENT, AND SUCH RESOLUTIONS
HAVE NOT BEEN MODIFIED OR RESCINDED SINCE THEIR ADOPTION AND REMAIN IN FULL
FORCE AND EFFECT.
ATTACHED HERETO AS EXHIBIT D IS A TRUE AND CORRECT COPY OF THE PROXY STATEMENT
FILED BY THE COMPANY WITH THE COMMISSION AND DELIVERED TO SHAREHOLDERS OF THE
COMPANY IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE
COMMISSION (THE "COMMISSION") WITH RESPECT TO THE SPECIAL SHAREHOLDERS' MEETING
HELD ON
, 2006, TO APPROVE THE
ISSUANCE OF THE SHARES AND OTHER TRANSACTIONS CONTEMPLATED BY THE PURCHASE
AGREEMENT AND THE RELATED AGREEMENTS, EACH OF WHICH PROPOSALS WAS APPROVED BY
THE REQUISITE VOTE OF