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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 5th, 2024 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
Subject to the terms and conditions herein (this “Agreement”), bioAffinity Technologies Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $450,000 of registered and unregistered securities of the Company, including, but not limited to, an aggregate of 360,000 shares of the Company’s common stock (the “Shares”) par value $0.007 per share (the “Common Stock”), and unregistered common stock purchase warrants to purchase up to an aggregate of 450,000 shares of Common Stock (the “Warrants” and the Common Stock underlying the Warrants, the “Warrant Shares”, and the Shares, the Warrants and the Warrant Shares, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through WallachBeth Capital, LLC as placement agent (the “Placement Agent”). The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, a securities p
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).
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.
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”).
