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”).
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.
CLASS A COMMON STOCK PURCHASE WARRANT BLUEJAY DIAGNOSTICS, INC.Class a Common Stock Purchase Warrant • October 25th, 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 • 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 Jason Cook (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
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.
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”.
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”).
