BIOAFFINITY TECHNOLOGIES, INC. UNDERWRITING AGREEMENT 1,180,000 UNITS, EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS; EACH WARRANT TO PURCHASE ONE SHARE OF COMMON STOCKUnderwriting Agreement • July 28th, 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 1,180,000 units (“Units”), with each Unit consisting 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 120% of the assumed $6.00 per-Unit Offering Price (defined below); 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 125% of the Unit Offering Price (defined below). The Tradeable Warrant and the Non-Tradeable Warrant are referred to herein together as the “Warrants” an
FORM OF WARRANT AGENT AGREEMENTWarrant Agreement • July 28th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (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”).
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”).
bioaffinity technologies, Inc. WarrantbioAffinity Technologies, Inc. • July 28th, 2022 • 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”).
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”).
Amendment No. 3 to UNSECURED Convertible PROMISSORY NoteConvertible Promissory Note • July 28th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
THIS AMENDMENT NO. 3 TO UNSECURED 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”).
