BIOAFFINITY TECHNOLOGIES, INC. UNDERWRITING AGREEMENT [*] UNITS, EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCKUnderwriting Agreement • June 16th, 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 [*] units (“Units”), with each Unit consisting of one share of the Company’s common stock, $0.007 par value per share (the “Common Stock”) and one five year warrant (“Warrant”) to purchase one share of Common Stock (“Warrant Shares”) at an exercise price equal to 115% of the Unit Offering Price (defined below). 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 stand-alone securities. The shares of Common Stock and the Warrants comprising the Units will be immediately separable and will be issued separately in this offering. The C
FORM OF WARRANT AGENT AGREEMENTWarrant Agreement • June 16th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) between bioAffinity Technologies, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Vstock Transfer, LLC (the “Warrant Agent”).
