Exhibit 10.1
CONVERTIBLE SUBORDINATED PROMISSORY
NOTE MATURITY DATE
THIRD EXTENSION AGREEMENT
Whereas, Bioject Medical
Technologies Inc., an Oregon corporation (the
“Company”), borrowed $508,896 from Life Sciences
Opportunities Fund II (Institutional), L.P., a Delaware Limited
Partnership (the “Lender”), pursuant to that certain
Convertible Subordinated Promissory Note, dated as of
December 5, 2007 (the “Note”); and
Whereas, the Maturity Date of the
Note was extended from May 15 2009 to July 15, 2009,
pursuant to an Extension Agreement dated April 6, 2009,
between the Company and the Lender; and the Maturity Date of the
Note was further extended from July 15, 2009 to
August 15, 2009, pursuant to the Second Extension Agreement
dated July 13, 2009, between the Company and the
Lender;
Whereas, no principal and interest
have been paid to date on the Note; and
Whereas, the Company has requested
that the Lender extend the Maturity Date of the Note and all
principal and interest due thereon to August 31,
2009;
For good and valuable consideration,
the Company and the Lender agree as follow:
The Maturity Date of the Note is
hereby extended to August 31, 2009 and all principal and
interest due and payable on the Note shall be due and payable on
August 31, 2009 (the “Third Extension”). All of
the other terms and conditions of the Note, the Convertible Note
Purchase and Warrant Agreement between the Company and the Lender
dated as of December 5, 2007, as amended as of
December 19, 2007, the Warrant to purchase 67,853 shares of
the Company’s Common Stock issued by the Company to the
Lender on December 5, 2007 and the Registration Rights
Agreement between the Company and the Lender dated as of
December 5, 2007, shall remain in full force and effect and
were not and are not amended in any manner by the Extension
Agreement, the Second Extension Agreement and this Third Extension
Agreement.
Dated: August 14,
2009
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LIFE SCIENCES
OPPORTUNITIES FUND II (INSTITUTIONAL), L.P.
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By:
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