COMMON STOCK PURCHASE WARRANT BLUEJAY DIAGNOSTICS, INC.Common Stock Purchase Warrant • January 2nd, 2024 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 2nd, 2024 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2023, between Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 25th, 2021 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2021, between Blue Jay Diagnostics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT Bluejay Diagnostics, Inc.Common Stock Purchase Warrant • August 28th, 2023 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDENTURE DATED AS OF , 20 BETWEEN BLUEJAY DIAGNOSTICS, INC. as Issuer, AND as Trustee Providing for Issuance of Subordinated Debt Securities in SeriesIndenture • June 5th, 2023 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
THIS INDENTURE, dated as of , 20 , between Bluejay Diagnostics, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and , as trustee (herein called the “Trustee”).
INDENTURE DATED AS OF , 20 BETWEEN BLUEJAY DIAGNOSTICS, INC. as Issuer, AND as Trustee Providing for Issuance of Senior Debt Securities in SeriesIndenture • June 5th, 2023 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
THIS INDENTURE, dated as of , 20 , between Bluejay Diagnostics, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and, as trustee (herein called the “Trustee”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT BLUEJAY DIAGNOSTICS, INC.Placement Agent Common Stock Purchase Warrant • January 2nd, 2024 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 27, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement by and between the Company and H.C. Wainwright & Co., LLC, dated as of August 7, 2023, as amended on October 11, 2023.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 28th, 2023 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 24, 2023, between Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2021 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Bluejay Diagnostics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Bluejay Diagnostics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Dawson James Securities, Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 31st, 2024 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2024, between Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Underwriting Agreement June 27, 2024Underwriting Agreement • June 28th, 2024 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 5,368,098 of the Company’s units (each, a “Closing Unit”), with each Closing Unit consisting of either: (A) one (1) share of Common Stock, $0.0001 par value per share (the “Closing Shares”) of the Company (the “Common Stock”) and two (2) Class C warrants (each, a “Class C Warrant, each to purchase one (1) share of Common Stock at a per Share exercise price of $1.96 and one (1) Class D warrant (each, a “Class D Warrant”) to purchase such number of shares of common stock as determined on the Reset Date (as defined in the Class D Warrant), and in accordance with the terms therein (each, a “Closing Common Unit”); or (B) one pre-funded warrant (each, a “Pre-funded Warrant”) to purchase one (1) share of Common Stock at an exercise price of $0.0001 and two (2) Class C Wa
PREFUNDED COMMON STOCK PURCHASE WARRANT BLUEJAY DIAGNOSTICS, INC.Prefunded Common Stock Purchase Warrant • January 2nd, 2024 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITER COMMON STOCK PURCHASE WARRANT BLUEJAY DIAGNOSTICS, INC.Underwriter Common Stock Purchase Warrant • November 3rd, 2021 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________ __, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STRICTLY CONFIDENTIAL Bluejay Diagnostics, Inc.Underwriting Agreement • December 27th, 2023 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
CLASS A COMMON STOCK PURCHASE WARRANT BLUEJAY DIAGNOSTICS, INC.Class a Common Stock Purchase Warrant • November 3rd, 2021 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________ __, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2021 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2021, between Bluejay Diagnostics, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
CLASS B COMMON STOCK PURCHASE WARRANT BLUEJAY DIAGNOSTICS, INC.Class B Common Stock Purchase Warrant • October 25th, 2021 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________ __, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2022 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 23, 2022 (the “Effective Date”), by and between Bluejay Diagnostic, Inc., a Delaware corporation (the “Company”) having its principal place of business at 360 Massachusetts Ave, Acton, MA 01720, and Kenneth R. Fisher (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
FORM OF SENIOR SECURED NOTE]Senior Secured Note • May 31st, 2024 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE
Bluejay Diagnostics, Inc. - and - Toray Industries, Inc. Master Supply Agreement ContentsMaster Supply Agreement • October 26th, 2023 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This Master Supply Agreement (this “Agreement”) is entered into on the Effective Date (defined in clause 1) between the following parties (each, a “Party”, and collectively, the “Parties”):
STRICTLY CONFIDENTIAL Bluejay Diagnostics, Inc.Engagement Letter • December 27th, 2023 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus
March 23, 2022Separation Agreement • April 1st, 2022 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This letter, when it becomes effective, will constitute the Separation Agreement (the “Agreement”) between you and Bluejay Diagnostic, Inc. (“the Company”) and contains the terms of your separation from employment with the Company.
AMENDMENT TO LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • October 25th, 2021 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus
This amendment (“Amendment”), dated as of July 21, 2021, is to that certain License and Supply Agreement (the “Agreement”) dated October 6, 2020 by and between Toray Industries, Inc. (“Toray”) and Bluejay Diagnostics, Inc. (“Bluejay”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2023 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into and effective as of January 27 2023 by and between Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”) and Neil Dey (the “Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 25th, 2021 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 1, 2021 (the “Effective Date”), by and between Bluejay Diagnostic, Inc., a Delaware corporation (the “Company”) having its principal place of business at 360 Massachusetts Ave, Acton, MA 01720, and Neil Dey (“Executive”, and the Company and Executive collectively referred to herein as the “Parties”).
License and Supply AgreementLicense and Supply Agreement • October 25th, 2021 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This License and Supply Agreement (this “Agreement”) is made as of the 6th of October, 2020 by and between Bluejay Diagnostics, having its principal place of business at 360 Massachusetts Avenue, Suite 203, Acton, MA, 01720, USA (“Bluejay”) and Toray Industries, Inc., having its principal place of business at 1-1, Nihonbashi-muromachi 2-chome, Chuo-ku, Tokyo 103-8666, Japan (“Toray”). Bluejay and Toray are together referred to as the “Parties” and individually as a “Party”.
Amended and Restated License AgreementLicense Agreement • October 26th, 2023 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This Amended and Restated License Agreement (this “Agreement”) is made as of the 20th of October, 2023 (the “A&R Effective Date”) by and between Bluejay Diagnostics, Inc., having its principal place of business at 360 Massachusetts Avenue, Suite 203, Acton, MA, 01720, USA (“Bluejay”) and Toray Industries, Inc., having its principal place of business at 1-1, Nihonbashi-muromachi 2-chome, Chuo-ku, Tokyo 103-8666, Japan (“Toray”). Bluejay and Toray are together referred to as the “Parties” and individually as a “Party”.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 9th, 2023 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus
This Separation Agreement and General Release (the “Agreement”) is being entered into by and between Bluejay Diagnostic, Inc. (the “Company”) and Kenneth R. Fisher (“Executive”). The Company and Executive may hereafter be referred to individually as a “Party” or collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement by and between the Parties entered into as of March 23, 2022 (the “Employment Agreement”).
BLUEJAY DIAGNOSTICS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 25th, 2021 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2021 (“Agreement”), between Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 31st, 2024 • Bluejay Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This Note Purchase Agreement (this “Agreement”) is dated as of May 31, 2024, between Bluejay Diagnostics, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
