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 • May 25th, 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, $0.001 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 120% 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 Private Placement Warrant AgreementbioAffinity Technologies, Inc. • May 25th, 2022 • 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].
SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTSecured Convertible Note Purchase Agreement • May 25th, 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”).
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”).
ContractbioAffinity Technologies, Inc. • May 25th, 2022 • 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.
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
ContractbioAffinity Technologies, Inc. • May 25th, 2022 • 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.
