EXHIBIT 4.2
STOCK SUBSCRIPTION AGREEMENT
The undersigned corporation (the "Purchaser"), a corporation formed under the
laws of the State of California, hereby subscribes for the purchase of 100,000
shares of the common stock (the "Shares") of Bioject Medical Technologies Inc.,
an Oregon corporation (the "Corporation"), on the terms and conditions set forth
in that certain Asset Purchase Agreement dated March 23, 1998 (the "Asset
Purchase Agreement").
The Purchaser is aware that the Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws, in reliance on exemptions from such registration. It is
understood that reliance by the Corporation on such exemptions is predicated in
part upon the truth and accuracy of the statements made by the Purchaser in this
Stock Subscription Agreement.
The undersigned hereby represents and warrants that the duly authorized
representatives of the Purchaser:
(i) has read and carefully considered the Corporation's periodic reports filed
with the Securities and Exchange Commission pursuant to Section 13 of the
Securities Exchange Act of 1934;
(ii) either alone or with the assistance of the Purchaser's professional
advisors, have such knowledge and experience in financial and business matters
that Purchaser is capable of evaluating the merits and risks of Purchaser's
purchase of the Shares;
(iii) the Purchaser has sufficient financial resources to be able to bear the
risk of the Purchaser's investment in the Shares; and
(iv) have either spoken or met with, or been given reasonable opportunity to
speak with or meet with, representatives of the Corporation for the purpose of
asking questions of, and receiving answers and information from, such
representatives concerning the Purchaser's investment in the Shares.
The undersigned hereby represents and warrants that the Purchaser is purchasing
the Shares for its own account for investment purposes and not with a present
view toward the sale or distribution of all or any part of the Shares. No one
other than the Purchaser has any beneficial interest in the Shares.
It is understood that, because the Shares have not been registered under the
Securities Act, (i) the Shares have the status of securities acquired in a
transaction under Section 4(2) of the Securities Act; and (ii) the Shares cannot
be sold unless the Shares are subsequently registered or an exemption from
registration is available.
The undersigned agrees that Purchaser will in no event sell or distribute all or
any part of the Shares unless (i) there is an effective registration statement
under the Securities Act and applicable state securities laws covering any such
transaction involving the Shares, or (ii) the Corporation receives an opinion of
the undersigned's legal counsel, in form acceptable to the Corporation, stating
that such transaction is exempt from registration, or (iii) the Corporation
otherwise satisfies itself that such transaction is exempt from registration.
The undersigned consents to (i) the placing of the legend set forth below on the
certificate representing the Shares stating that the Shares have not been
registered and setting forth the restriction on transfer contemplated hereby and
(ii) the placing of a stop transfer order on the books of the Corporation and
with any transfer agents against the Shares.
The following legend shall be placed on certificates representing the Shares:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATED
FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE
SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION
OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE
SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH
COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF
SHAREHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION
OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR
ASSIGNMENT."
The parties acknowledge that the Asset Purchase Agreement contains a provision
relating to the registration of the Shares, which is not affected by this Stock
Subscription Agreement. It is understood that except to the extent expressly set
forth in the Asset Purchase Agreement, the Corporation has no other obligation
to the Purchaser to register the Shares under the Securities Act and has not
otherwise represented to the undersigned that it will register the Shares.
THE UNDERSIGNED HAS CAREFULLY READ THE FOREGOING AND UNDERSTANDS THAT IT RELATES
TO RESTRICTIONS UPON THE PURCHASER'S ABILITY TO SELL AND/OR TRANSFER ITS
SECURITIES.
Dated: March 23, 1998
Vitajet Corporation
/s/ Xxxxxx Xxxxxx
By: Xxxxxx Xxxxxx
Its: President
Address: 00000 Xxxxx Xxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
ACCEPTANCE
The foregoing Stock Subscription Agreement and the consideration reflected
therein are hereby accepted.
Dated: March 23, 1998
Bioject Medical Technologies Inc.
/s/ Xxxxx X'Xxxx
By: Xxxxx X'Xxxx
Its: Chairman, President and
Chief Executive officer
