COMMON STOCK PURCHASE WARRANT BIOAFFINITY TECHNOLOGIES, INC.Common Stock Purchase Warrant • October 21st, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • 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 Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on a date that is five years after the Shareholder Approval Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from bioAffinity Technologies, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of October 18, 2024, by and between BIOAFFINITY TECHNOLOGIES, 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”).
BIOAFFINITY TECHNOLOGIES, INC. UNDERWRITING AGREEMENT 1,282,600 UNITS, EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS; EACH WARRANT TO PURCHASE ONE SHARE OF COMMON STOCKUnderwriting Agreement • September 6th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital, LLC is acting as representative (the “Representative”), an aggregate of 1,282,600 units (“Units”) at an initial public offering price of $6.125 per Unit . Each Unit will consist of: (i) one share of the Company’s common stock, $0.007 par value per share (the “Common Stock”); (ii) one five year tradeable warrant (“Tradeable Warrant”) to purchase one share of Common Stock at an exercise price equal to $7.35 per share of Common Stock ; and one five year non-tradeable warrant (“Non-Tradeable Warrant”) to purchase one share of Common Stock (“Warrant Shares”) at an exercise price equal to$7.656 per share of Common Stock. The Tradeable Warrant and the Non-Tradeable Warrant are referred to herein together as the “Warrants
FORM OF PLACEMENT AGENT WARRANT BIOAFFINITY TECHNOLOGIES, INC.Security Agreement • August 5th, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • 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 [*], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [*], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from bioAffinity Technologies, 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).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [*], 2024, by and between BIOAFFINITY TECHNOLOGIES, 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”).
BIOAFFINITY TECHNOLOGIES, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ______, 202_ Debt SecuritiesIndenture • November 16th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
INDENTURE, dated as of [●], 2023, among bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
FORM OF WARRANT] BIOAFFINITY TECHNOLOGIES, INC. Warrant To Purchase Common StockWarrant Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • 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 hereof (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 bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), up to ______ fully paid and non-assessable 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
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 21st, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
BIOAFFINITY TECHNOLOGIES, INC. UNDERWRITING AGREEMENT [*] UNITS, EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT; EACH WARRANT TO PURCHASE ONE SHARE OF COMMON STOCKUnderwriting Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital, LLC is acting as representative (the “Representative”), an aggregate of [*] units (“Units”) at a public offering price of $[*]per Unit (the “Price Range”). Each Unit will consist of: (i) one share of the Company’s common stock, $0.007 par value per share (the “Common Stock”); (ii) one five year warrant (“Warrant”) to purchase one share of Common Stock (“Warrant Shares” and together with each share of Common Stock included in the Units, the “Firm Shares”) at an exercise price equal to 120% of the assumed per-Unit Offering Price (defined below) of $[*]. The said [*] Units referred to herein are hereinafter referred to as the “Firm Units.” The Units have no stand-alone rights and will not be certificated or issued as
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of September [●], 2023 (the “Issuance Date”) is between bioAffinity Technologies, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
PLACEMENT AGENT WARRANT BIOAFFINITY TECHNOLOGIES, INC.Placement Agent Agreement • October 21st, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • 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 October 21, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 20, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from bioAffinity Technologies, 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).
bioAffinity Technologies, Inc. and VStock Transfer, LLC, as Warrant Agent Warrant Agent Agreement WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 6th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”), dated as of September 6, 2022 (the “Initial Exercise Date”) is between bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
BIOAFFINITY TECHNOLOGIES, INC. UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTSAsset Purchase Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
On September 18, 2023, Precision Pathology Laboratory Services, LLC (“PPLS”), a Texas limited liability company and wholly owned subsidiary of bioAffinity Technologies, Inc. (“bioAffinity”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Dr. Roby P. Joyce, M.D. (“Owner”) and Village Oaks Pathology Services, P.A. (the “Seller”) pursuant to which PPLS purchased the non-medical assets of the Seller (the “Acquisition”). In addition, PPLS will provide certain management services to the Seller in all clinical pathology laboratory services, administrative, and non-medical services for pathologists to support community-based pathology medical groups. Pursuant to the Asset Purchase Agreement, PPLS paid at the Closing a cash payment of $2,500,000 to Seller ($1,822,630) and debt balances owed ($370,370) at the time of the Acquisition, and paid into an escrow account $350,000 to satisfy contingent and non-contingent post-closing obligations and issued 564,972 shares
FORM OF COMMON STOCK PURCHASE WARRANT BIOAFFINITY TECHNOLOGIES, INC.Form of Common Stock • August 5th, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • 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 Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on a date that is five years after the Shareholder Approval Date(the “Termination Date”) but not thereafter, to subscribe for and purchase from bioAffinity Technologies, 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).
SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTSecured Convertible Note Purchase Agreement • July 28th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Delaware
This Secured Convertible Note Purchase Agreement (this “Agreement”), dated as of December 21, 2018, is entered into among bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), The Harvey Sandler Revocable Trust (the “Trust”) and each of the persons and entities, including the Trust (each individually a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”).
AMENDMENT TO INITIAL PUBLIC OFFERING WARRANTSAmendment to Initial Public Offering Warrants • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
This AMENDMENT TO INITIAL PUBLIC OFFERING WARRANTS (this “Amendment”) is entered into as of September 17, 2023, by and between bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), and [ ] (the “Holder”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 25th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Delaware
This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of [DATE] and is made by and between bioAffinity Technologies Inc., a Delaware corporation (the “Company”), and the investors named on the signature pages hereto (the “Investors”).
SUPPORT AGREEMENTSupport Agreement • March 8th, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
This SUPPORT AGREEMENT (this “Agreement”) is made as of March 8, 2024, by and between bioAffinity Technologies, Inc., a Delaware corporation (the “Company”) and the Person set forth on Schedule A hereto (the “Stockholder”).
SUPPORT AGREEMENTSupport Agreement • October 21st, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
This SUPPORT AGREEMENT (this “Agreement”) is made as of October 21, 2024, by and between bioAffinity Technologies, Inc., a Delaware corporation (the “Company”) and the Person set forth on Schedule A hereto (the “Stockholder”).
ContractConvertible Promissory Note • May 25th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Delaware
THIS NOTE AND THE SHARES OF CAPITAL STOCK THAT MAY BE ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED WITH BY COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Delaware
bioAffinity Technologies, Inc., for and on behalf of its affiliated corporations (collectively referred to as (the “Company”) and J. Michael Edwards (the “Employee”) hereby enter into this EMPLOYMENT AGREEMENT (“Agreement”) dated as of October 9, 2024 as follows:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
This Amendment, dated July 27, 2023 and effective as of August 1, 2023 (the “Effective Date”) (this “Amendment”), to the Employment Agreement, dated February 1, 2015 (the “Agreement”), is entered into by and between bioAffinity Technologies Inc. (the “Company”) and Maria Zannes (the “Employee”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENTAssignment and Assumption of Lease Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Texas
WHEREAS, Assignor, as tenant, and 343 West Sunset, LLC, a Texas limited liability company (the “Previous Landlord”), entered into that certain Office Lease attached hereto as Exhibit A (the “Lease”), pertaining to that certain leased premises containing approximately 11,066 rentable square feet commonly known as Suites 100, 105, 108, 110, 115 and 120, located in the building whose address is 3300 Nacogdoches Road, San Antonio, Texas 78217 and more particularly described in the Lease (the “Leased Premises”);
Assignment and Assumption AgreementAssignment and Assumption Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Texas
This Assignment and Assumption Agreement (the “Agreement”), effective as of September 18, 2023 (the “Effective Date”), is by and between Village Oaks Pathology Services, P.A., a Texas professional association d/b/a Precision Pathology Services (“Seller”), and Precision Pathology Laboratory Services, LLC, a Texas limited liability company (“Buyer”).
OFFICE LEASEOffice Lease • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Texas
This Office Lease (the “Lease”), dated for reference purposes only as of July 31, 2019, is made by and between 343 West Sunset, LLC, a Texas limited liability company (“Landlord”), with an address of c/o Endura Advisory Group, 9311 San Pedro, Suite 850, San Antonio, Texas 78316, Attention: Property Manager, and Village Oaks Pathology Services, P.A., a Texas professional association d/b/a Precision Pathology (“Tenant”), with an address of 3300 Nacogdoches Road, Suite 110, San Antonio, Texas 78217, Attention: Dr. Roby Joyce (with a copy to: Shelley Morkovsky, Attorney at Law, P.O. Box 10173, San Antonio, Texas 78210). This Lease amends and restates one certain Short Form Medical Office Lease dated March 31, 2015, by and between AEA Investments Ill, LLC, as Landlord, and Village Oaks Pathology Services, P.A., a Texas professional association d/b/a Precision Pathology, as Tenant, covering the premises known commonly as 3300 Nacogdoches Road, Suites 108, 110, 115 and _120, San Antonio, Texa
August 2, 2024 To: Holder of Common Share Purchase WarrantsInducement Offer and Agreement to Exercise Common Share Purchase Warrants • August 5th, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
bioAffinity Technologies Inc., a Delaware corporation (the “Company”), is pleased to offer to you the opportunity to exercise the Common Stock Purchase Warrants issued to you on March 8, 2024 (with a current exercise price of $1.64 per share) (collectively, the “Existing Warrants”), currently held by you (the “Holder”) at a lower exercise price equal to $1.25 per share. The resale of the common stock, par value $0.007 per share (“Common Shares”), underlying the Existing Warrants (“Warrant Shares”) have been registered pursuant to registration statement Form S-1 (File No. 333-278512) (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Existing Warrants pursuant to this letter agreement, will be effective for the resale of the Warrant Shares. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Existing Warrant.
bioaffinity technologies, Inc. WarrantWarrant Agreement • July 28th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Delaware
THIS WARRANT (this “Warrant”) is dated as of ______________, 2022 (the “Effective Date”) and entered into by and between BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and [____________________] (the “Holder”).
Form of Private Placement Warrant AgreementPrivate Placement Warrant Agreement • May 25th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS AFTER THE COMMENCEMENT OF SALES OF THE COMPANY’S UNITS IN ITS INITIAL PUBLIC OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
SUPPORT AGREEMENTSupport Agreement • August 5th, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
This SUPPORT AGREEMENT (this “Agreement”) is made as of August 1, 2024, by and between bioAffinity Technologies, Inc., a Delaware corporation (the “Company”) and the Person set forth on Schedule A hereto (the “Stockholder”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Texas
This Executive Employment Agreement (“Agreement”) is made and entered into as of this September 18, 2023 (the “Effective Date”), by and between bioAffinity Technologies, Inc., a Delaware corporation (“Company”) and Roby Joyce, M.D. (“Executive”).
AMENDMENT TO COMMON SHARE WARRANTSCommon Share Warrants Amendment • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
This AMENDMENT TO COMMON SHARE WARRANTS (this “Amendment”) is entered into as of September 17, 2023, by and between bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), and [ ] (the “Holder”).
COMMON SHARE PURCHASE WARRANT For the Purchase of [NUMBER] Shares of Common Stock of bioAffinity Technologies, Inc.Common Share Purchase Warrant • May 25th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Delaware
AMENDMENT TO OFFER LETTEROffer Letter Amendment • January 31st, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Texas
This Amendment (this “Amendment”), effective as of the 26th day of January 2024, to the Offer Letter, dated April 11, 2023 (the “Offer Letter”), by and between bioAffinity Technologies, Inc. (the “Company”) and Michael Dougherty (“Dougherty”). Capitalized terms used herein without definition shall have the meanings assigned in the Offer Letter.
Amendment No. 2 to Convertible PROMISSORY NoteConvertible Promissory Note • July 28th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
THIS AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of July [*], 2022, by and between bioAffinity Technologies, Inc. a Delaware corporation (“Company”), and [Name of Payee] (“Payee”).
ContractUnsecured Convertible Promissory Note • May 25th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Delaware
THIS NOTE AND THE SHARES OF CAPITAL STOCK THAT MAY BE ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE PAYEE, CONCURRED WITH BY COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.
