FORM OF WARRANT] BIOAFFINITY TECHNOLOGIES, INC. Warrant To Purchase Common StockCommon Stock Purchase Warrant • September 20th, 2023 • 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), up to ______ fully paid and non-assessable 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this
BIOAFFINITY TECHNOLOGIES, INC. UNDERWRITING AGREEMENT [*] UNITS, EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT; EACH WARRANT TO PURCHASE ONE SHARE OF COMMON STOCKUnderwriting Agreement • September 20th, 2023 • 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”) at a public offering price of $[*]per Unit (the “Price Range”). Each Unit will consist of: (i) one share of the Company’s common stock, $0.007 par value per share (the “Common Stock”); (ii) one five year warrant (“Warrant”) to purchase one share of Common Stock (“Warrant Shares” and together with each share of Common Stock included in the Units, the “Firm Shares”) at an exercise price equal to 120% of the assumed per-Unit Offering Price (defined below) of $[*]. 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
FORM OF WARRANT AGENT AGREEMENTWarrant Agreement • September 20th, 2023 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of September [●], 2023 (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”).
AMENDMENT TO INITIAL PUBLIC OFFERING WARRANTSWarrant Agent Agreement • 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”).
AMENDMENT TO COMMON SHARE WARRANTSCommon Share Warrants • 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”).
