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
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”).
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
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”).
Bill of Sale (Permits)Bill of Sale • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Village Oaks Pathology Services, P.A., a Texas professional association d/b/a Precision Pathology Services (“Seller”), pursuant to that certain Asset Purchase Agreement, dated as of September 18, 2023 (the “Purchase Agreement”), entered into by and between Seller and Precision Pathology Laboratory Services, LLC, a Texas limited liability company (“Buyer”), Seller does hereby grant, bargain, transfer, sell, assign, convey and deliver to Buyer, all of Seller’s right, title, and interest in and to the Permits, as such term is defined in the Asset Purchase Agreement, including, without limitation, each Permit listed on Schedule 4.14 of the Purchase Agreement and attached as Exhibit A hereto, to have and to hold the same unto Buyer, its successors and assigns, forever.
bioAffinity Technologies, Inc. SUBSCRIPTION AGREEMENTSubscription Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Delaware
You, the undersigned (the “Subscriber”), have been informed that bioAffinity Technologies, Inc., a Delaware corporation (“bioAffinity”), intends to offer (the “Offering”) to issue 564,972 shares of restricted common stock of bioAffinity (the “Restricted Stock”) as partial payment of amounts owed pursuant to that certain Asset Purchase Agreement, dated September 18, 2023, (the “Purchase Agreement”) by and among Precision Pathology Laboratory Services, LLC., a Texas limited liability company and wholly-owned subsidiary of bioAffinity, as buyer (“Buyer”), Village Oaks Pathology Services, P.A., a Texas professional association d/b/a Precision Pathology Services, as seller (“Seller”), and Dr. Roby P. Joyce, M.D. (“Owner”). Pursuant to the Purchase Agreement the Seller has directed that the Restricted Stock to be issued to Seller shall instead be issued to Subscriber, of which the sole owner of Seller is a trustee.
AMENDMENT TO COMMON SHARE WARRANTSCommon Share Warrant 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”).
ASSET PURCHASE AGREEMENT by and AMONG precision pathology laboratory services, LLC VILLAGE OAKS PATHOLOGY SERVICES, P.A., AND ROBY p. JOYCE, M.D. Effective as of September 18, 2023Asset Purchase Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Texas
This Asset Purchase Agreement (the “Agreement”) is entered into and made effective as of September 18, 2023, by and among (i) Precision Pathology Laboratory Services, LLC, a Texas limited liability company (the “Buyer”), (ii) Dr. Roby P. Joyce, M.D. (“Owner”) and (iii) Village Oaks Pathology Services, P.A., a Texas professional association d/b/a Precision Pathology Services (the “Seller”). Each of the Buyer and the Seller may be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
STRATEGIC RELATIONSHIP AND LICENSE AGREEMENTStrategic Relationship and License Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Texas
This Strategic Relationship and License Agreement (this “Agreement”) is entered into December 1, 2022 (the “Effective Date”) by and between Precision Pathology Services, a Texas corporation with its principal location at 3300 Nacogdoches Rd #110, San Antonio, TX 78217 and Pathology Watch, Inc. (hereinafter “PW”), a Delaware corporation with its principal location at 497 West 4800 South, Suite 201, Murray, UT 84123 (at times collectively referred to herein as the “Parties” or individually as a “Party”).
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Texas
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made and entered into effective as of September 18, 2023 (the “Effective Date”) by and between Precision Pathology Laboratory Services, LLC, a Texas limited liability company (“Company”), and Village Oaks Pathology Services, P.A., a Texas professional association (“Group”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Texas
This MANAGEMENT Services Agreement (this “Agreement”) is made and entered into effective as of September 18, 2023 (the “Effective Date”), by and between Precision Pathology Laboratory Services, LLC, a Texas limited liability company (“Manager”) and Village Oaks Pathology Services, P.A., a Texas professional association (“VOPS” or “Company”). Manager and Company are individually referred to herein as a “Party” and collectively as the “Parties.”
SUCCESSION AGREEMENTSuccession Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Texas
THIS SUCCESSION AGREEMENT (this “Agreement”) is made, entered into and effective on and as of September 18, 2023 (the “Effective Date”), by and among Village Oaks Pathology Services, P.A., a Texas professional association (the “Practice”), Precision Pathology Laboratory Services, LLC, a Texas limited liability company (the “Company”), and Roby Joyce, M.D., a physician licensed in the State of Texas (the “Equityholder”).
