0001641172-25-024172 Sample Contracts
FORM OF COMMON STOCK PURCHASE WARRANT BIOAFFINITY TECHNOLOGIES, INC.Security Agreement • August 14th, 2025 • 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 Issue 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 Stockholder 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2025 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of August 13, 2025, 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”).
BIOAFFINITY TECHNOLOGIES, INC. FIRST AMENDMENT TO WARRANTWarrant • August 14th, 2025 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
THIS FIRST AMENDMENT, dated as of August 13, 2025 (this “Amendment”), to that certain Common Stock Purchase Warrant (“Warrant”), dated as of May 7, 2025, issued by bioAffinity Technologies, Inc., a Delaware corporation (the “Company”) to purchase in aggregate [*] shares of common stock of the Company is between the Company and each undersigned holder of the Warrant (each a “Holder”). When provisions herein apply to both or either the Company or the Holders, they sometimes are referred to as “Parties” or “Party.”
August 11, 2025 To: Holder of Common Share Purchase Warrants Re: Inducement Offer and Agreement to Exercise Common Share Purchase Warrants Dear Holder:Inducement Offer and Agreement to Exercise Common Share Purchase Warrants • August 14th, 2025 • 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 450,000 Common Stock Purchase Warrants issued to you on August 5, 2024 (with a current exercise price of $ 1.50 per share) and 650,000 Common Stock Purchase Warrants issued to you on October 21, 2024 (with a current exercise price of $ 1.50 per share) (collectively, the “Existing Warrants”), currently held by you (the “Holder”) at a lower exercise price equal to $0.23 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 statements on Form S-1 (File No. 333-282045 and File No. 333-283521) (the “Registration Statements”). The Registration Statements are 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 o
August 13, 2025 Maria Zannes President and Chief Executive Officer bioAffinity Technologies Inc. Suite 216 San Antonio, TX 78217 Re: General Financial Advisory Dear Ms. Zannes,General Financial Advisory Agreement • August 14th, 2025 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
This letter (the “Agreement”) will confirm our understanding that the company known to us as bioAffinity Technologies Inc. (“bioAffinity”, or the “Company”) has engaged WallachBeth Capital LLC (“WallachBeth”) to act as the Company’s financial advisor (in such capacity, “Financial Advisor”) to general financial advisory and investment banking services.
COMMON STOCK PURCHASE WARRANT BIOAFFINITY TECHNOLOGIES, INC.Common Stock Purchase Warrant • August 14th, 2025 • 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 Stockholder 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2025 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research
This Registration Rights Agreement (this “Agreement”) is entered into and made effective as of August 13, 2025, 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 AGENT WARRANT BIOAFFINITY TECHNOLOGIES, INC.Placement Agent Agreement • August 14th, 2025 • 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 [*], 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [*], 2030 (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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 14th, 2025 • 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 $950,000 of unregistered securities of the Company, including, but not limited to, Shares that are convertible to up to an aggregate of 4,304,347 shares of Common Stock, par value $0.007 per share (the “Common Stock” and the shares of Common Stock underlying such Shares, the “Conversion Shares”) and the Warrants to purchase up to an aggregate of 6,714,779 shares of Common Stock (the “Warrants” and the Common Stock underlying the Warrants, the “Warrant Shares”) directly to various investors (each, an “Investor” and, collectively, the “Investors” or the “Purchasers”) 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 purchas