Form 8-K

8-K — bioAffinity Technologies, Inc.

Accession: 0001493152-26-029384

Filed: 2026-06-18

Period: 2026-06-16

CIK: 0001712762

SIC: 8731 (SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-1.1 (ex1-1.htm)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

GRAPHIC (ex99-1_001.jpg)

GRAPHIC (ex99-1_002.jpg)

GRAPHIC (ex99-2_001.jpg)

GRAPHIC (ex99-2_002.jpg)

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8-K

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2026-06-16

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 16, 2026

BIOAFFINITY

TECHNOLOGIES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41463

46-5211056

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

3300

Nacogdoches Road, Suite 216

San

Antonio, Texas 78217

(210)

698-5334

(Address

of principal executive offices and Registrant’s telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $.007 per share

BIAF

The

Nasdaq Stock Market LLC

Tradeable

Warrants to purchase Common Stock

BIAFW

The

Nasdaq Stock Market LLC

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

June 16, 2026, bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), consummated a best efforts public

offering (the “Offering”) of an aggregate of (i) 1,040,000 shares (the “Shares”) of common stock, par value $0.007

per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,960,000

shares of Common Stock (“Pre-Funded Warrants Shares”) in lieu of Shares. Each Share was sold at a public offering price of

$0.80. Each Pre-Funded Warrant was sold at a public offering price of $0.793.

The

aggregate gross proceeds from the Offering were approximately $3.2 million, before deducting placement agent fees and other offering

expenses. The Company intends to use the proceeds of the Offering for working capital and other general corporate purposes.

The

Securities Purchase Agreement

connection with the Offering, on June 16, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”)

with certain investors, pursuant to which the Company agreed not to effect or enter into an agreement to effect any issuance by the Company

or any of its subsidiaries of shares of Common Stock or Common Stock equivalents for a period of thirty (30) days from the closing of

the Offering and will not enter into variable rate transactions for a period of three (3) months following the closing of the Offering,

subject to certain exceptions, including that the prohibition against entering into an “at the market” offering will expire

thirty (30) days following the closing of the Offering.

The

foregoing does not purport to be a complete description of the Purchase Agreement, and is qualified in its entirety by reference to the

full text of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The

Placement Agency Agreement

Also,

in connection with the Offering, on June 16, 2026, the Company entered into a placement agency agreement (the “Placement Agency

Agreement”) with WallachBeth Capital LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to act

as placement agent on a “best efforts” basis in connection with the Offering. The Company paid the Placement Agent an aggregate

fee equal to 7.5% of the gross proceeds raised in the Offering and reimbursed the Placement Agent $120,000 for its expenses in connection

with the Offering.

The

Placement Agency Agreement and the Purchase Agreement each contain customary representations, warranties and agreements by the Company,

customary conditions to closing, indemnification obligations of the Company, the Placement Agent, or the purchasers in the Offering,

as the case may be, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Placement

Agency Agreement, the Company’s executive officers and directors have entered into agreements providing that, for a period of thirty

(30) days from the closing of the Offering, each of these persons may not, subject to customary exceptions, offer, issue, sell, transfer

or otherwise dispose of the Company’s securities without the prior written consent of the Placement Agent. The Placement Agency

Agreement also provides that the Company will not effect or enter into an agreement to effect any issuance by the Company or any of its

subsidiaries of shares of Common Stock or Common Stock equivalents for a period of thirty (30) days from the closing of the Offering

and will not enter into variable rate transactions for a period of three (3) months following the closing of the Offering, subject to

certain exceptions, including that the prohibition against entering into an “at the market” offering will expire thirty (30)

days following the closing of the Offering.

The

foregoing does not purport to be a complete description of the Placement Agency Agreement, and is qualified in its entirety by reference

to the full text of such document, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

The

Securities Offered

Each

Pre-Funded Warrant is immediately exercisable for one (1) share of Common Stock at an exercise price of $0.007 per share and will remain

exercisable until the Pre-Funded Warrants are exercised in full. The exercise price of the Pre-Funded Warrants and number of Pre-Funded

Warrant Shares will adjust in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications

or similar events.

The

Pre-Funded Warrants may be exercised on a cashless basis at any time. A holder of the Pre-Funded Warrants (together with its affiliates)

may not exercise any portion of the Pre-Funded Warrants to the extent that the holder would own more than 4.99% (or 9.99%, at the election

of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice

from the holder to the Company, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the

holder’s Pre-Funded Warrants up to 9.99% of the number of the Company’s shares of Common Stock outstanding immediately after

giving effect to the exercise.

The

Shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares were offered and sold by the Company pursuant to the Company’s

Registration Statement on Form S-1 (File No. 333-296764), filed by the Company with the U.S. Securities and Exchange Commission (the

“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) that became effective on June 16,

2026.

The

foregoing does not purport to be a complete description of each of the Pre-Funded Warrants and is qualified in its entirety by reference

to the full text of such document, which is filed as Exhibits 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

8.01. Other Events

The

Company issued a press release announcing the pricing of the Offering on June 17, 2026. A copy of the press release is filed herewith

as Exhibit 99.1 and is incorporated by reference herein.

The

Company issued a press release announcing the closing of the Offering on June 18, 2026. A copy of the press release is filed herewith

as Exhibit 99.2 and is incorporated by reference herein.

of the date of this Current Report on Form 8-K, after the closing of the Offering there are 6,283,061

shares of Common Stock outstanding.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

1.1

Placement Agency Agreement, dated as of June 16, 2026, by and between bioAffinity Technologies, Inc. and WallachBeth Capital LLC

4.1

Form of Pre-Funded Warrant

4.2

Form of Placement Agent Warrant

10.1

Form of Securities Purchase Agreement

99.1

Press Release dated June 17, 2026

99.2

Press Release dated June 18, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K

to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

June 18, 2026

BIOAFFINITY

TECHNOLOGIES, INC.

By:

/s/

Maria Zannes

Name:

Maria

Zannes

Title:

President

and Chief Executive Officer

EX-1.1

Filename: ex1-1.htm · Sequence: 2

Exhibit

1.1

PLACEMENT

AGENCY AGREEMENT

June

16, 2026

bioAffinity

Technologies Inc.

3300

Nacogdoches Road, Suite 216

San

Antonio, TX 78217

Ladies

and Gentlemen:

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 up to $3,200,000 of registered securities of the Company,

consisting of an aggregate of up to 4,000,000 shares of the Company’s common stock (the “Shares”) par value

$0.007 per share (the “Common Stock”) and/or pre-funded warrants (the “Pre-Funded Warrants”) to

purchase up to 4,000,000 shares of Common Stock (the “Pre-Funded Warrant Shares”, and together with the Shares, the

Pre-Funded Warrants, and the Pre-Funded 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 purchase agreement (the “Purchase Agreement”),

shall be collectively referred to herein as the “Transaction Documents.” The purchase price to the Investors for each

Share is $0.80 and $0.793 for each Pre-Funded Warrant and for each Pre-Funded Warrant Share is $0.007. The Placement Agent may retain

other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering. Capitalized terms used

and not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement.

The

Company hereby confirms its agreement with the Placement Agent as follows:

Section

1. Agreement to Act as Placement Agent.

(a)

On the basis of the representations, warranties, and agreements of the Company herein contained, and subject to all the terms and conditions

of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company

of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-296764) (the “Registration

Statement”), to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective

Investors. The Placement Agent will act on a reasonable best-efforts basis and the Company agrees and acknowledges that there is no guarantee

of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement

Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its

own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal.

The Placement Agent shall have no authority to bind the Company with respect to any offer to purchase Securities and the Company shall

have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms

and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each

a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance

of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities

directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically

deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer

to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and

expenses set forth below:

(i)

Cash Fee. A cash fee (the “Cash Fee”) equal to seven and one-half percent (7.5%) of the gross proceeds from

the sale of Securities at the Closing by deduction from the proceeds thereof.

(ii)

Expenses. The Company agrees to reimburse the Placement Agent’s expenses up to a maximum of One Hundred Twenty Thousand

Dollars ($120,000) payable immediately upon the Closing of the Offering.

(iii)

Placement Agent Warrants. The Company agrees to issue to the Placement Agent or its designee(s) that number of warrants equal

to three percent (3%) of the number of shares of common stock sold in the Offering in the form of Exhibit A attached hereto (“Placement

Agent Warrants”).

(b)

The term of the Placement Agent’s engagement will be until the earlier of (i) the final closing of the Offering and (ii) a party

hereto terminating the engagement with respect to itself upon ten (10) days written notice to the other parties. Notwithstanding anything

to the contrary contained herein, the provisions concerning confidentiality, indemnification, and contribution contained herein and the

Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement,

and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable

pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g), will survive any expiration or

termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates

to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory, or any other business relationship with

Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership,

trust, incorporated, or unincorporated association, joint venture, limited liability company, joint stock company, government (or an

agency or subdivision thereof), or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly

through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and

construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). The rules and regulations

of the United States Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act are

referred to as (the “Rules and Regulations”).

Section

2. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants, and covenants to the Placement

Agent as of the date hereof, and as of each Closing Date, as follows:

(a) Securities Law Filings. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on June 16, 2026, including the Preliminary Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the preliminary prospectus including in the Registration Statement at the time it was declared effective (the “Preliminary Prospectus”) or the final prospectus related to the Registration Statement (the “Final Prospectus”) has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company shall file the Final Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective as determined under the Securities Act, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Final Prospectus and any amendments or supplements thereto, at the time the Preliminary Prospectus, the Final Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Any

“issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Securities is hereafter

referred to as an “Issuer Free Writing Prospectus.” Any reference herein to the Preliminary Prospectus and the Final

Prospectus shall be deemed to refer to and include the documents incorporated by reference therein as of the date of filing thereof;

and any reference herein to any “amendment” or “supplement” with respect to any of the Preliminary Prospectus

and the Final Prospectus shall be deemed to refer to and include (i) the filing of any document with the Commission incorporated or deemed

to be incorporated therein by reference after the date of filing of such Preliminary Prospectus or Prospectus and (ii) any such document

so filed.

All

references in this Agreement to the Registration Statement, the Preliminary Prospectus, the Final Prospectus, or any Issuer Free Writing

Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission

on EDGAR.

The

Registration Statement complies, and the Final Prospectus and any further amendments or supplements to the Registration Statement or

the Final Prospectus will comply, in all material respects, with the applicable provisions of the Securities Act, and do not, and will

not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the

Final Prospectus and any amendment thereof or supplement thereto, contain an untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were

made, not misleading.

order preventing or suspending the use of the Final Prospectus has been issued by the Commission.

(b)

Assurances. The Registration Statement, as amended (and any further documents to be filed with the Commission), contained in all

material respects at the time of filing and contains all exhibits and schedules as required by the Securities Act. The Registration Statement,

at the time it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations and

did not knowingly contain any untrue statement of a material fact or knowingly omit to state a material fact required to be stated therein

or necessary to make the statements therein not misleading. The Preliminary Prospectus and the Final Prospectus, each as of its respective

date, comply or will comply in all material respects with the Securities Act and the applicable Rules and Regulations. Each of the Preliminary

Prospectus and the Final Prospectus, as amended or supplemented, did not and will not knowingly contain as of the date thereof any untrue

statement of a material fact or knowingly omit to state a material fact necessary in order to make the statements therein, in light of

the circumstances under which they were made, not misleading; provided, however, that this representation and warranty

shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company

by the Placement Agent expressly for use therein. The Company has filed all reports, schedules, forms, statements, and other documents

required to be filed by the Company under the Securities Act and Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,

for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such

material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the

Preliminary Prospectus and the Final Prospectus, being collectively referred to herein as the “SEC Reports”) on a

timely basis or has received a valid extension (or waiver from the Commission) of such time of filing and has filed any such SEC Reports

prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the

requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue

statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they were made, not misleading.

(c)

Offering Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute,

prior to each Closing Date, any offering material in connection with the Offering other than the Registration Statement and the Preliminary

Prospectus and any other materials permitted by the Securities Act.

(d)

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions

contemplated by this Agreement and the Registration Statement and the Preliminary Prospectus and otherwise to carry out its obligations

hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions

contemplated hereby and under the Final Prospectus have been duly authorized by all necessary action on the part of the Company and no

further action is required by the Company, the Company’s Board of Directors (the “Board of Directors”) or the

Company’s shareholders in connection therewith other than in connection with the Required Approvals. This Agreement has been duly

executed by the Company and, when delivered in accordance with the terms hereof, assuming due authorization, execution, and delivery

by the Placement Agent, will constitute the legal, valid, and binding obligation of the Company enforceable against the Company in accordance

with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium,

and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to

the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

(e)

No Conflicts. The execution, delivery, and performance by the Company of this Agreement and the transactions contemplated pursuant

to the Registration Statement and the Preliminary Prospectus, the issuance and sale of the Securities and the consummation by it of the

transactions contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of

the Company’s amended and restated certificate of incorporation, amended and restated bylaws or other organizational or charter

documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default)

under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights of termination,

amendment, acceleration, or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt, or

other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company is a party or by

which any property or asset of the Company is bound or affected, or (iii) assuming the accuracy of the representations and warranties

of the Placement Agent set forth in Section 3 hereof and subject to the Required Approvals, conflict with or result in a violation

of any law, rule, regulation, order, judgment, injunction, decree, or other restriction of any court or governmental authority to which

the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company

is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result

in a Material Adverse Effect.

(f)

Certificates. Any certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement

Agent shall be deemed to be a representation and warranty by the Company (and not in such officer’s personal capacity) to the Placement

Agent as to the matters set forth therein.

(g)

Reliance. The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations

and warranties and hereby consents to such reliance.

(h)

Forward-Looking Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act) contained in the Registration Statement and the Preliminary Prospectus has been made or reaffirmed without a

reasonable basis or has been disclosed other than in good faith.

(i)

Statistical or Market-Related Data. Any statistical, industry-related, and market-related data included or incorporated by reference

in the Registration Statement and the Preliminary Prospectus, are based on or derived from sources that the Company reasonably and in

good faith believes to be reliable and accurate, and such data agree with the sources from which they are derived.

(j)

FINRA Affiliations. Except as set forth in the Registration Statement and Preliminary Prospectus, no brokerage or finder’s

fees or commissions are or will be payable by the Company, any Subsidiary or Affiliate of the Company to any broker, financial advisor

or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the

Transaction Documents. There are no other arrangements, agreements or understandings of the Company or, to the Company’s knowledge,

any of its shareholders that may affect the Placement Agent’s compensation, as determined by FINRA. Other than payments to the

Placement Agent for this Offering or as set forth in the Registration Statement and Prospectus, the Company has not made and has no agreements,

arrangements or understanding to make any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s

fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons

who raised or provided capital to the Company; (ii) any FINRA member participating in the offering as defined in FINRA Rule 5110 (a “Participating

Member”); or (iii) any person or entity that has any direct or indirect affiliation or association with any Participating Member,

within the 180-day period preceding the initial filing of the Registration Statement through the 60-day period after the Effective Date.

None of the net proceeds of the Offering will be paid by the Company to any Participating Member or its affiliates, except as specifically

authorized herein. To the Company’s knowledge, no officer, director or any beneficial owner of 10% or more of the Company’s

Common Stock or Common Stock Equivalents (as defined in the Securities Purchase Agreement) has any direct or indirect affiliation or

association with any Participating Member in the Offering. Except for securities purchased on the open market, no Company Affiliate is

an owner of stock or other securities of any Participating Member. No Company Affiliate has made a subordinated loan to any Participating

Member. No proceeds from the sale of the Securities (excluding Placement Agent compensation as disclosed in the Registration Statement

and the Final Prospectus) will be paid to any Participating Member, any persons associated with a Participating Member or an affiliate

of a Participating Member. Except as disclosed in the Final Prospectus, the Company has not issued any warrants or other securities or

granted any options, directly or indirectly, to the Placement Agent within the 180-day period prior to the initial filing date of the

Final Prospectus. Except for securities issued to the Placement Agent as disclosed in the Final Prospectus, no person to whom securities

of the Company have been privately issued within the 180-day period prior to the initial filing date of the Final Prospectus is a Participating

Member, is a person associated with a Participating Member or is an affiliate of a Participating Member. To the Company’s knowledge,

no Participating Member in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest”

exists when a Participating Member, the parent or affiliate of a Participating Member or any person associated with a Participating Member

in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of

the Company’s preferred equity. “FINRA member participating in the Offering” includes any associated person of a Participating

Member in the Offering, any member of such associated person’s immediate family and any affiliate of a Participating Member in

the Offering. When used in this Section 2(j) the term “affiliate of a FINRA member” or “affiliated with a FINRA member”

means an entity that controls, is controlled by or is under common control with a FINRA member. The Company will advise the Placement

Agent and its legal counsel, Sichenzia Ross Ference Carmel LLP if it learns that any officer, director or owner of 10% or more of the

Company’s outstanding Common Stock or Common Stock Equivalents is or becomes an affiliate or associated person of a Participating

Member.

(k)

Board of Directors. The Board of Directors is comprised of the persons set forth under the heading “Directors and Executive

Officers” in the Company’s SEC Reports. The qualifications of the persons serving as board members and the overall composition

of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder applicable to the Company and

the rules of The Nasdaq Capital Market (the “Trading Market”). In addition, at least a majority of the persons serving on

the Board of Directors qualify as “independent” as defined under the rules of the Trading Market.

(l)

[Reserved].

(m)

No Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds

thereof as described in the Registration Statement, the Preliminary Prospectus, and the Final Prospectus, will not be, required to register

as an “investment company,” as defined in and pursuant to the Investment Company Act of 1940, as amended.

(n)

Representations and Warranties Incorporated by Reference. Each of the representations and warranties (together with any related

disclosure schedules thereto) made by the Company to the Investors in the Purchase Agreement is hereby incorporated herein by reference

(as though fully restated herein) and is hereby made to, and in favor of, the Placement Agent.

(o)

Correspondence with the Commission. Since June 16, 2026, there has been no correspondence between the Company and the Commission.

Section

3. Representations of the Placement Agent. The Placement Agent represents and warrants that it (i) is a member in good standing of

FINRA, (ii) is a broker/dealer registered under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United States

of America, applicable to the offers and sales of the Securities by the Placement Agent, (iv) is and will be a corporate body validly

existing under the law of its place of incorporation, (v) has full power and authority to enter into and perform its obligations under

this Agreement, and (vi) the Placement Agent has not, in connection with the Offering, disclosed to any Investors information that is

different from or inconsistent with the information contained in the Registration Statement and the Preliminary Prospectus and the Transaction

Documents. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections

(i) through (vi) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Offering hereunder

in compliance with the provisions of this Agreement and the requirements of applicable law.

Section

4. Delivery and Payment. Each Closing shall occur at such place as shall be agreed upon by the Placement Agent and the Company. Subject

to the terms and conditions hereof, at each Closing payment of the purchase price for the Securities sold on such Closing Date shall

be made by Federal Funds wire transfer, against delivery of such Securities, and such Securities shall be registered in such name or

names and shall be in such denominations, as the Placement Agent may each request at least one business day before the time of purchase.

Deliveries

of the documents with respect to the purchase of the Securities, if any, shall be made at such place as shall be agreed upon by the parties.

All actions taken at a Closing shall be deemed to have occurred simultaneously.

Section

5. Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:

(a)

Registration Statement Matters. Additionally, the Company agrees, in connection with the Offering, that it shall comply with the

provisions of Rules 424(b), 430A, 430B, and 430C, as applicable, under the Securities Act, including with respect to the timely filing

of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are

received in a timely manner by the Commission.

(b)

Blue Sky Compliance. If applicable, the Company will reasonably cooperate with the Placement Agent and the Investors in endeavoring

to qualify the Securities for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent

and the Investors may reasonably request and will make such applications, file such documents, and furnish such information as may be

reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file

a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, and

provided further that the Company shall not be required to produce any new disclosure document. The Company will, from time to

time, prepare and file such statements, reports, and other documents as are or may be required to continue such qualifications in effect

for so long a period as the Placement Agent may reasonably request for distribution of the Securities. The Company will advise the Placement

Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering,

sale, or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance

of any order suspending such qualification, registration, or exemption, the Company shall use its commercially reasonable efforts to

obtain the withdrawal thereof at the earliest possible moment.

(c)

Amendments and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and the Exchange

Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities

as contemplated in this Agreement, the SEC Reports and any prospectus. If during the period in which a prospectus is required by law

to be delivered in connection with the distribution of Securities contemplated by the SEC Reports, this Agreement, and any prospectus

(the “Prospectus Delivery Period”), any event shall occur as a result of which, in the judgment of the Company or

in the reasonable opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the

SEC Reports or any prospectus in order to make the statements therein, in light of the circumstances under which they were made, as the

case may be, not misleading, or if it is necessary at any time to amend or supplement the SEC Reports or any prospectus or to file under

the Exchange Act any SEC Report to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at

its own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to the Registration

Statement, the SEC Reports, or any prospectus that is necessary in order to make the statements in the SEC Reports and any prospectus

as so amended or supplemented, in light of the circumstances under which they were made, as the case may be, not misleading, or so that

the Registration Statement, the SEC Reports or any prospectus, as so amended or supplemented, will comply with law. Before amending the

Registration Statement or supplementing the SEC Reports or any prospectus in connection with the Offering, the Company will furnish the

Placement Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to which the

Placement Agent reasonably objects.

(d)

Copies of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge, during

the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any prospectus

or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.

(e)

[Reserved]

(f)

[Reserved]

(g)

Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.

(h)

[Reserved]

(i)

Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the

Commission and the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and in

the manner required by the Exchange Act.

(j)

Additional Documents. The Company agrees that the Placement Agent may rely upon, and each is a third party beneficiary

of, the representations and warranties, and applicable covenants, set forth in the securities purchase agreements entered into with Investors

in the Offering.

(k)

No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in,

or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities

of the Company.

(l)

Acknowledgment. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit

and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted, or referred to, without the Placement

Agent’s prior written consent.

(m)

Announcement of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public

its involvement with the Offering.

(n)

Reliance on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.

(o)

Research Matters. By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly,

of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s

selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing

favorable or any research coverage of the Company. In accordance with FINRA Rule 2241(b)(2), the parties acknowledge and agree that the

Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened

to change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation. The Company

hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent

with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts

and research departments may be different from or inconsistent with the views or advice communicated to the Company by the Placement

Agent’s investment banking divisions. The Company acknowledges that the Placement Agent is a full service securities firm and as

such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers

and hold long or short position in debt or equity securities of the Company.

(p)

Subsequent Equity Sales.

(i)

From the date hereof until 30 days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement

to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration

statement or any amendment or supplement thereto, other than the Final Prospectus or as contemplated pursuant to Section 4.17 herein,

supplements or amendments to registration statements or supplements previously filed, or filing a registration statement on Form S-8

in connection with any employee benefit plan.

(ii)

From the date hereof until 3 months after the Closing Date, the Company shall be prohibited from effecting or entering into an agreement

to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of thereof)

involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or

sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional

shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies

with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity

securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial

issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the

business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including,

but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price, provided,

however, that, following the expiration of the restrictive period set forth in Section 5(p)(i) above, the entry into and/or issuance

of shares of Common Stock in an “at the market” offering shall not be deemed a Variable Rate Transaction. Any Purchaser shall

be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right

to collect damages. Notwithstanding the foregoing, the prohibition on “at-the-market offerings” and the issuance of shares

of Common Stock pursuant to an equity line of financing shall no longer apply following the expiration of the restrictive period set

forth in Section 5(p)(i) above.

Notwithstanding

the foregoing, this Section 5(p)(i) and Section 5(p)(ii) shall not apply in respect of an Exempt Issuance, except that no Variable Rate

Transaction shall be an Exempt Issuance. An “Exempt Issuance” means the issuance of (a) shares of Common Stock or

options to employees, officers or directors or consultants of the Company pursuant to any stock or option plan duly adopted for such

purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee

directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion

of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock

issued and outstanding on the date of this Agreement, and (c) securities issued pursuant to acquisitions or strategic transactions approved

by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”

(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection

therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or

to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business

synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds,

but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an

entity whose primary business is investing in securities.

(iii)

Right of First Refusal; Tail.

(i)

The Company hereby grants a right of first refusal until September 18, 2026 to the Placement Agent to act as lead underwriter or book-

running manager or placement agent for each and every future public and private equity, equity-linked, convertible or debt (excluding

commercial bank debt) offerings of the Company, or any successor to or any subsidiary of the Company during such period. If the Placement

Agent fails to accept an offer within ten (10) Business Days after the receipt of a notice containing the material terms of a proposed

financing by registered mail or overnight courier service addressed to the Placement Agent, then the Placement Agent shall have no further

claim or right with respect to the financing proposal contained in such notice. If, however, the terms of such financing proposal are

subsequently modified in any material respect, the preferential right referred to herein shall apply to such modified proposal as if

the original proposal had not been made. The Placement Agent’s failure to exercise its preferential right with respect to any particular

proposal shall not affect its preferential rights relative to future proposals.

(ii)

For a period of 12 months after the closing of the Offering, the Placement Agent will receive a cash fee equal to the Cash Fee and the

Placement Agent Warrants set forth herein (to the extent allowable by FINRA) with respect to any sale, warrant inducement, merger, acquisition

or other similar transactions (each, a “Transaction”) occurring with a party that was brought “over-the-wall”

by the Placement Agent in connection with the Offering; provided, that the Placement Agent shall deliver to the Company a written list

identifying each party brought “over-the-wall” by the Placement Agent in connection with the Offering no later than five

(5) Business Days following the Closing Date, and the tail fee set forth in this Section 5(p)(iii)(ii) shall apply solely with respect

to parties identified on such list. Notwithstanding anything to the contrary contained in the agreement with the Placement Agent, if

the engagement of the Placement Agent is terminated for cause, the Placement Agent shall not have the right to receive any tail fee pursuant

to FINRA Rule 5110(g)(5).

The

term “Transaction” shall include, without limitation, any investment in (whether in one or a series of transactions) the

assets or the capital stock of the Company, through any proposed merger, consolidation, joint venture or other business/strategic combination

with or involving the Company or any event which results in the transfer of control of or a material interest in the Company or of all

or a substantial amount of the assets thereof, as well as any recapitalization or restructuring of the Company by the current owners,

a third party or any combination thereof, or any other form of transaction which results in the effective acquisition of the principal

business and operations of the Company.

(q)

Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except

to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If

any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek

specific performance of the terms of such Lock-Up Agreement.

(r)

FINRA. The Company shall advise the Placement Agent (who shall make an appropriate filing with FINRA) if it is aware that any

officer, director, 10% or greater shareholder of the Company or Person that received the Company’s unregistered equity securities

in the past 180 days is or becomes an affiliate or associated person of a FINRA member firm prior to the earlier of the termination of

this Agreement or the 60-day period after the Effective Date.

Section

6. Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the

accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date

hereof and as of each Closing Date, to the timely performance by each of the Company of its covenants and other obligations hereunder

on and as of such dates, and to each of the following additional conditions:

(a)

Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance with Rule

424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly

filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof

shall have been issued and no proceeding for that purpose shall have been initiated or, to the Company’s knowledge, threatened

by the Commission; no order preventing or suspending the use of any prospectus shall have been issued and no proceeding for that purpose

shall have been initiated or, to the Company’s knowledge, threatened by the Commission; no order having the effect of ceasing or

suspending the distribution of the Securities or any other securities of the Company shall have been issued by any securities commission,

securities regulatory authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending

or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange; all

requests for additional information on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection

to the fairness and reasonableness of the placement terms and arrangements.

(b)

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement,

and any prospectus, and the registration, sale, and delivery of the Securities, shall have been completed or resolved in a manner reasonably

satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it

may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 6.

(c)

No Material Adverse Effect. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the

Placement Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect.

(d)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion and negative

assurance of Sheppard, Mullin, Richter & Hampton, LLP, counsel to the Company, dated as of such Closing Date, addressed to the Placement

Agent and in form and substance reasonably satisfactory to the Placement Agent.

(e)

Comfort Letter from Auditor and Letter from Chief Financial Officer. On the date of this Agreement, the Placement Agent shall

receive a signed letter from the Chief Financial Officer of the Company addressed to the Placement Agent and the Purchasers, in form

and substance reasonably satisfactory to the Placement Agent and its counsel, containing statements and information of the type ordinarily

included in chief financial officer certificates to placement agents with respect to the financial statements and certain financial information

contained in or incorporated by reference into the Registration Statement or the Preliminary Prospectus. The letter shall not disclose

any change in the condition (financial or other), earnings, operations, business or prospects of the Company from that set forth in the

SEC Reports or the applicable prospectus, which, in the Placement Agent’s sole judgment, is material and adverse and that makes

it, in the Placement Agent’s sole judgment, impracticable or inadvisable to proceed with the Offering of the Securities as contemplated

by such prospectus. Within two days of the Closing Date, the Placement Agent shall have received a “comfort” letter from

WithumSmith+Brown, PC as of such date, addressed to the Placement Agent and in form and substance satisfactory in all respects to the

Placement Agent and Placement Agent’s counsel.

(f)

Officers’ Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated

as of such Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect that, and

the Placement Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement, the SEC Reports,

any prospectus, and this Agreement and to the further effect that:

(i)

The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date,

and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or

prior to such Closing Date;

(ii)

No stop order suspending the effectiveness of the Registration Statement or the use of any prospectus has been issued and no proceedings

for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order

having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued

by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that purpose

have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory

authority or stock exchange in the United States;

(iii)

When the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such

certificate, the Registration Statement, when it became effective and the Preliminary Prospectus and Final Prospectus, contained or will

contain all material information required to be included therein by the Securities Act and the Exchange Act and the applicable rules

and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to the requirements of the Securities

Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and the Registration

Statement, the Preliminary Prospectus and the Final Prospectus, did not or will not and do not include any untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading (provided, however, that the preceding representations and warranties contained in this paragraph

(iii) shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to

the Company by the Placement Agent expressly for use therein) and, since the effective date of the Registration Statement, there has

occurred no event required by the Securities Act and the rules and regulations of the Commission thereunder to be set forth in the SEC

Reports which has not been so set forth; and

(iv)

Subsequent to the respective dates as of which information is given in the Registration Statement, the SEC Reports and any prospectus,

there has not been: (a) any Material Adverse Effect; (b) any transaction that is material to the Company and the Subsidiaries taken as

a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material

to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary

course of business; (d) any material change in the capital stock (except changes thereto resulting from the exercise of outstanding stock

options or warrants) or outstanding indebtedness of the Company or any Subsidiary; (e) any dividend or distribution of any kind declared,

paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured) to the property of the Company or

any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.

(g)

Secretary’s Certificate. At each Closing Date, the Placement Agent shall have received a certificate of the Company signed

by the Secretary or another authorized officer of the Company, dated such Closing Date certifying on behalf of the Company and not in

an individual capacity: (i) that the amended and restated certificate of incorporation of the Company is true and complete, has not been

modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering

are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company. The documents

referred to in such certificate shall be attached to such certificate.

(h)

Lock-Up Agreements. On the Closing Date (and, if there is more than one Closing Date, then on only the initial Closing Date),

the Placement Agent shall have received the executed lock-up agreements from each of the directors and officers of the Company.

(i)

Stock Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading Market,

and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration

of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor shall

the Company have received any information suggesting that the Commission or the Trading Market is contemplating terminating such registration

or listing.

(j)

[Reserved]

(k)

Additional Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received

such information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of

the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction

of any of the conditions or agreements, herein contained.

any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated

by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability

on the part of any party to any other party, except that Section 7 (Payment of Expenses), Section 8 (Indemnification and

Contribution), and Section 9 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive

such termination.

Section

7. Payment of Expenses. The Company agrees to pay all costs, fees, and expenses incurred by the Company in connection with the performance

of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) any filing

fees relating to the registration of the Securities to be sold in the Offering; (ii) any filing fees associated with the review of an

Offering by FINRA; (iii) all fees and expenses relating to the listing of the Securities on the Trading Market; (iv) all fees, expenses,

and disbursements relating to the registration, qualification, or exemption of the Securities under the securities or “blue sky”

laws of such states of the United States of America as the Company and the Placement Agent shall together determine; (v) the costs of

all mailing and printing of the offering documents, including, without limitation, any underwriting or placement agent agreement, any

agreement among underwriters, any selected dealers’ agreement, any underwriter’s questionnaire, custody agreement, and power

of attorney relating to any selling stockholders, any registration statement, prospectus, prospectus supplement, private placement memorandum,

or similar information document, and all amendments, supplements, and exhibits thereto, all in as many copies as the Placement Agent

may reasonably deem necessary; (vi) the costs of preparing, printing and delivering certificates representing the Securities; (vii) the

costs for “tombstones” and/or other commemorative items; (viii) fees and expenses of accountants, auditors, and the Company’s

legal counsel; (ix) fees and expenses, if any, of the transfer agent for the Securities and of any escrow agent appointed to hold investor’s

funds in connection with the Offering; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of the Securities from

the Company to the Placement Agent or the purchasers thereof; and (xi) all other fees, costs, and expenses referred to in Part II of

the Registration Statement.

Section

8. Indemnification and Contribution.

(a)

The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent

(within the meaning of Section 15 of the Securities Act), and the directors, officers, agents assisting with the Offering, and employees

of the Placement Agent, their affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified

Person”) from and against any losses, claims, damages, judgments, assessments, costs, and other liabilities (collectively,

the “Liabilities”), and shall reimburse each Indemnified Person for all reasonable and documented out of pocket fees

and expenses (including the reasonable documented and out of pocket fees and expenses of one counsel for all Indemnified Persons, except

as otherwise expressly provided herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person

in investigating, preparing, pursuing, or defending any Actions, whether or not any Indemnified Person is a party thereto, (i) caused

by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement, or any prospectus or by any omission or alleged omission to state therein a material fact necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading (other than untrue statements or alleged untrue statements

in, or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by or on behalf of such

Indemnified Person expressly for use in the SEC Reports) or (ii) otherwise arising out of or in connection with advice or services rendered

or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s

actions or inactions in connection with any such advice, services or transactions; provided, however, that, in the case

of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally

judicially determined to have resulted primarily from such Indemnified Person’s (x) negligence, gross negligence, willful misconduct,

or bad faith in connection with any of the advice, actions, inactions, or services referred to above or (y) use of any offering materials

or information concerning the Company in connection with the offer or sale of the Securities in the Offering which were not authorized

for such use by the Company and which use constitutes negligence, gross negligence or willful misconduct. The Company also agrees to

reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person’s

rights under this Agreement.

(b)

Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may

be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by

any Indemnified Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account

of this indemnity or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure.

The Company shall, if requested by the Placement Agent, assume the defense of any such Action including the employment of counsel reasonably

satisfactory to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to

employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be

at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel; or (ii)

the named parties to any such Action (including any impeded parties) include such Indemnified Person and the Company, and such Indemnified

Person shall have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel

selected by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided

that the Company shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel

for all Indemnified Persons in connection with any Action or related Actions, in addition to any local counsel. The Company shall not

be liable for any settlement of any Action effected without its written consent (which shall not be unreasonably withheld). In addition,

the Company shall not, without the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise,

or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification

or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise,

consent, or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action

for which indemnification or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments

of the amount thereof during the course of the investigation or defense, as such expense, loss, damage, or liability is incurred and

is due and payable.

(c)

In the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company

shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect

(i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other

hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted

by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent

and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate,

as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount

necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the

amount of fees actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits

to the Company, on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be

deemed to be in the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received

by the Company in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is

consummated, bears to (b) the fees to be received by the Placement Agent under this Agreement. Notwithstanding the above, no person guilty

of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution

from a party who was not guilty of fraudulent misrepresentation.

(d)

The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)

to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services,

or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted

primarily from such Indemnified Person’s negligence, gross negligence or willful misconduct in connection with any such advice,

actions, inactions or services.

(e)

The reimbursement, indemnity, and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement

and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services

under or in connection with, this Agreement.

Section

9. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties, and

other statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made

pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement

Agent, the Company, or any of its or their respective partners, officers, or directors or any controlling person, as the case may be,

and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement. A successor to the

Placement Agent, or to the Company, its directors or officers or any person controlling the Company, shall be entitled to the benefits

of the indemnity, contribution, and reimbursement agreements contained in this Agreement.

Section

10. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmed to the

parties hereto as follows:

WallachBeth Capital, LLC

Harborside Financial Plaza 5,

185 Hudson St., STE 1410, Jersey City,

NJ 07311

e-mail: cap-mkts@wallachbeth.com

Attention: Kenneth Bantum

With a copy to:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st floor

New York, NY 10036

e-mail: jwofford@srfc.law

Attention: Jeffrey Wofford, Esq.

If to the Company:

Maria Zannes

President and Chief Executive Officer

bioAffinity Technologies Inc.

3300 Nacogdoches Road

Suite 216

San Antonio, TX 78217

mz@bioaffinitytech.com

With a copy (which shall not constitute notice) to:

Sheppard, Mullin, Richter & Hampton, LLP

Rockefeller Plaza

New York, NY 10112

Attn: Richard A. Friedman & Sean F. Reid

Email: rafriedman@sheppard.com; sreid@sheppard.com

Any

party hereto may change the address for receipt of communications by giving written notice to the others.

Section

11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees,

officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal

representative, and no other person will have any right or obligation hereunder.

Section

12. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, or provision of this Agreement shall

not affect the validity or enforceability of any other section, paragraph, or provision hereof. If any Section, paragraph, or provision

of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and

only such minor changes) as are necessary to make it valid and enforceable.

Section

13. Governing Law Provisions. This Agreement shall be governed by and construed in accordance with the law of the State of New York.

Each of the Placement Agent and the Company: (i) agrees that any legal suit, action, or proceeding arising out of or relating to this

Agreement and/or the transactions contemplated hereby shall be instituted exclusively in Supreme Court, of the State of New York, sitting

in the County of New York, (ii) waives any objection which it may have or hereafter to the venue of any such suit, action, or proceeding,

and (iii) irrevocably consents to the jurisdiction such courts in any such suit, action or proceeding. The Placement Agent and the Company

further agree to accept and acknowledge service of any and all process which may be served in any such suit, action, or proceeding in

such courts and agree that service of process upon the Company mailed by certified mail to the Company’s address set forth in Section

10 hereof (or to such other address as the Company shall have advised the Placement Agent by notice pursuant to Section 10)

shall be deemed in every respect effective service of process upon the Company, in any such suit, action, or proceeding, and service

of process upon the Placement Agent mailed by certified mail to the Placement Agent’s address as set forth in Section 10

hereof (or to such other address as the Placement Agent shall have advised the Company by notice pursuant to Section 10) shall

be deemed in every respect effective service process upon the Placement Agent, in any such suit, action, or proceeding. Notwithstanding

any provision of this Agreement to the contrary, the Company agrees that neither the Placement Agent nor their affiliates, and the respective

officers, directors, employees, agents, and representatives of the Placement Agent, their affiliates and each other person, if any, controlling

the Placement Agent or any of their affiliates, shall have any liability (whether direct or indirect, in contract or tort or otherwise)

to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, claims,

damages, or liabilities incurred by the Placement Agent that are finally judicially determined to have resulted from the fraud, willful

misconduct, or gross negligence of such individuals or entities. If either party shall commence an action or proceeding to enforce any

provision of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable

attorney’s fees and other costs and expenses incurred with the investigation, preparation, and prosecution of such action or proceeding.

Section

14. General Provisions.

(a)

This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous

oral agreements, understandings, and negotiations with respect to the subject matter hereof.

(b)

[Reserved].

(c)

This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument. Facsimile or other electronically scanned and transmitted signatures (including by

email attachment) and electronic signatures (including by DocuSign) shall be deemed originals for all purposes of this Agreement. This

Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied)

may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience

of the parties only and shall not affect the construction or interpretation of this Agreement.

(d)

The Company acknowledges that in connection with the Offering: (i) the Placement Agent has acted at arm’s length, is not agent

of, and owes no fiduciary duties to the Company, any officer or director of the Company or any other person affiliated with any of them,

(ii) the Placement Agent owes the Company only those duties and obligations set forth in this Agreement, and (iii) the Placement Agent

may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims

it may have against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

[The

remainder of this page has been intentionally left blank.]

the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all

counterparts hereof, shall become a binding agreement in accordance with its terms.

Very

truly yours,

WallachBeth

Capital, LLC

By:

/s/

Eric Schweitzer

Name:

Eric

Schweitzer

Title:

CCO

The

foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.

BIOAFFINITY

TECHNOLOGIES INC.

By:

/s/

Maria Zannes

Name:

Maria

Zannes

Title:

Chief

Executive Officer

Exhibit

Form

of Warrant

EX-4.1

Filename: ex4-1.htm · Sequence: 3

Exhibit

4.1

PRE-FUNDED

COMMON STOCK PURCHASE WARRANT

BIOAFFINITY

TECHNOLOGIES, INC.

Warrant

Issue

Date:

THIS

PRE-FUNDED 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 until this Warrant is exercised in

full (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 the common stock, par value $0.007 per share, of the

Company (“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).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Purchase Agreement”), dated [*], among the Company and the purchasers signatory

thereto.

Section

2. Exercise.

a) Exercise of Warrant. Subject to the terms and conditions hereof, exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form attached hereto as Exhibit A (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the attached Notice of Exercise. The Company shall have no obligation to inquire with respect to or otherwise confirm the authenticity of the signature(s) contained on any Notice of Exercise nor the authority of the person so executing such Notice of Exercise. The Company shall have no obligation to inquire with respect to or otherwise confirm the authenticity of the signature(s) contained on any Notice of Exercise nor the authority of the person so executing such Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.007 per Warrant Share, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $0.007 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.007, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of

Exercise is (1) delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) delivered pursuant to Section

2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation

NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on

the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the highest Bid Price of the Common Stock

on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) within two (2) hours of the time of

Holder’s delivery of the Notice of Exercise pursuant to Section 2(a) hereof if such Notice of Exercise is delivered during

“regular trading hours” or within two (2) hours thereafter the close of “regular trading hours” on a Trading

Day or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and

such Notice of Exercise is delivered pursuant to Section 2(a) hereof within two (2) hours after the close of “regular trading

hours” on such Trading Day;

(B)

the

Exercise Price of this Warrant, as adjusted hereunder; and

(X)

the

number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such

exercise were by means of a cash exercise rather than a cashless exercise.

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock

is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market

and if prices for the Common Stock are then reported on OTCQB or OTCQX, as applicable, the volume weighted average price of the Common

Stock for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable, (c) if the Common Stock is not then listed or quoted

for trading on a Trading Market or on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or

a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

the fees and expenses of which shall be paid by the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market

and if prices for the Common Stock are then reported on OTCQB or OTCQX, as applicable, the volume weighted average price of the Common

Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted

for trading on a Trading Market or on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or

a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

the fees and expenses of which shall be paid by the Company.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not

to take any position contrary to this Section 2(c).

d) Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the transfer agent to the Holder (the “Transfer Agent”) by crediting the account of the Holder’s or its designee’s

balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if

the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance

of the Warrant Shares or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate,

registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which

the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is

the earlier of (A) the earlier of (i) one (1) Trading Day and (ii) the number of days comprising the Standard Settlement Period, in each

case after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise

Price to the Company (such date, the “Warrant Share Delivery Date”) provided that payment of the aggregate Exercise

Price (other than in the instance of a cashless exercise) is received by the Company by such date. Upon delivery of the Notice of Exercise,

the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which

this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise

Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the Company fails for any reason

to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, provided that payment

of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company by such date, the Company

shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise

(based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per

Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date

until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant

in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period”

means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect

to the Common Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any

Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at

any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s)

by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date

for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received

by such Warrant Share Delivery Date.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder

is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases,

shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving

upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which

(x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)

at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock

that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the

Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants

with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence

the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable

to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit

a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree

of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock

upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder

and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental

thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the

Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic

delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on a number of outstanding shares of Common Stock that was provided by the Company. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon written notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. If the Warrant is unexercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Holder.

Section

3. Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record

date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after

the effective date in the case of a subdivision, combination or re-classification.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time while this Warrant

is outstanding the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or

other property pro rata to all of the record holders of any class of shares of Common Stock (the “Purchase Rights”),

then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the

Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant

(without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately

before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights

(provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result

in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right

to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase

Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the

Holder exceeding the Beneficial Ownership Limitation).

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding

the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in

the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution

shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder

exceeding the Beneficial Ownership Limitation).

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of the Company’s assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer

or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to

sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50%

of the voting power of the outstanding common and preferred stock of the Company, (iv) the Company, directly or indirectly, in one or

more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share

exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other

than a stock split), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase

agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme

of arrangement (other than a stock split)) with another Person or group of Persons whereby such other Person or group acquires greater

than 50% of the voting power of the outstanding common and preferred stock of the Company (each a “Fundamental Transaction”),

then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have

been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor

or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock

for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section

2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately

adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of

Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in

a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock

are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given

the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor

Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents

in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory

to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option

of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument

substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock

of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this

Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise

price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares

of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital

stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation

of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any

such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from

and after the occurrence or consummation of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents

referring to the “Company” shall refer instead to each of the Company and the Successor Entity, or Successor Entities, jointly

and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and

power of the Company prior thereto, and the Successor Entity or Successor Entities shall assume all of the obligations of the Company

prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity

or Successor Entities, jointly and severally, had been named as the Company herein.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,

as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as

of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment; provided, however, that the Company may satisfy this notice requirement in this Section 3(f) by filing such notice with the Commission pursuant to a Current Report on Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form other than a stock split) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights (excluding any granting or issuance of rights to all of the Company’s shareholders pursuant to a shareholder rights plan), (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least four (4) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Company’s subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

iii. Voluntary Adjustment by the Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including,

without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office

of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto

duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.

Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the

assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall

issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.

Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company

unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three

(3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant,

if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new

Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such

division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be

divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise

Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Section

5. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except

as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise”

only as permitted in Section 2(c), and to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv),

in no event will the Company be required to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading

Day.

Authorized Shares. The Company covenants that, at all times during the period the Warrant is outstanding, it will reserve from

its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise

of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority

to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under

this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as

provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common

Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented

by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance

herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the

Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment (it being understood that this Warrant

shall not in any case prevent the Company from effecting any such amendment, reorganization, transfer, consolidation, merger, dissolution,

issuance or sale). Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares

above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may

be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon

the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents

from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under

this Warrant.

Before

taking any action, which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Purchase Agreement.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that

the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant, if the Company

willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the

Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable

attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto

or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered in accordance with the notice provisions of the Purchase Agreement.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

BIOAFFINITY

TECHNOLOGIES, INC.

By:

Name:

Maria

Zannes

Title:

Chief

Executive Officer

[SIGNATURE

PAGE TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT,

bioAffinity

Technologies, Inc.]

EXHIBIT A

NOTICE

OF EXERCISE

TO: bioAffinity Technologies, Inc.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

☐

in lawful money of the United States; or

☐

if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ______________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________

Name

of Authorized Signatory: ___________________________________________________

Title

of Authorized Signatory: ____________________________________________________

Date:

________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase

shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature:

Holder’s

Address:

EX-4.2

Filename: ex4-2.htm · Sequence: 4

Exhibit

4.2

THE

REGISTERED HOLDER OF THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER

OR ASSIGN THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PLACEMENT AGENT

COMMON STOCK PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PLACEMENT AGENT COMMON STOCK

PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN

THE EFFECTIVE ECONOMIC DISPOSITION OF THE PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT OR ANY UNDERLYING SECURITIES BY ANY PERSON FOR

A PERIOD OF ONE HUNDRED EIGHTY DAYS (180) FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN WallachBeth

Capital, LLC (“WallachBeth”), OR A PLACEMENT AGENT OR SELECTED DEALER PARTICIPATING IN THE OFFERING OR AN OFFICER,

PARTNER, REGISTERED PERSON OR AFFILIATE OF WALLACHBETH OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA

RULE 5110(E)(2).

THIS

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20261. VOID AFTER 5:00 P.M. NEW YORK

CITY LOCAL TIME, [●]2, WHICH IS THE TERMINATION DATE (AS DEFINED HEREIN).

PLACEMENT

AGENT COMMON STOCK PURCHASE WARRANT

Warrant

Shares: [_______]

Original

Issuance Date: [_______], 2026

THIS

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (this “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 “Original Issuance Date”) and on or prior to 5:00 p.m. (New

York City time) on the date that is five years from the commencement of sales of the offering, [_____]3 (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 Class A common stock of the Company,

par value $0.0001 per share (“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).

Section

1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated

in this Section 1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter

in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental

authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such

day.

“Commission”

means the United States Securities and Exchange Commission.

Date of the closing of the Offering.

Five years from the commencement of sales of the offering.

Five years from commencement of sales of the offering

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Registration

Statement” means the Company’s registration statements on Form S-1, as amended (File No. 333-283106).

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading

Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York

Stock Exchange (or any successors to any of the foregoing).

“Transfer

Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place,

Woodmere, New York 11598, and any successor transfer agent of the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is traded on OTCQB or OTCQX, the volume weighted

average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock

is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the OTC Pink Open

Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of

the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent

appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable

to the Company, the fees and expenses of which shall be paid by the Company.

“Warrants”

means this Warrant and other Placement Agent Common Stock Purchase Warrants issued by the Company and delivered to the purchasers thereof

pursuant to the Registration Statement.

Section

2. Exercise.

Exercise of Warrant. Subject to the provisions of Section 2(e) herein, exercise of the purchase rights represented by this Warrant

may be made, in whole or in part, at any time or times on or after the Original Issuance Date and on or before close of business on the

Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to

the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy or PDF copy

submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank

unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original

Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this

Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised

in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the

date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a

portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall

maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection

to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this

Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant

Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated

on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $[*]4, subject to adjustment

hereunder (the “Exercise Price”).

Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”

in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by

(A), where:

(A)

the Holder’s discretion, either (i) the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving

rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last

VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised

at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation) or (ii) the last

reported per share sale price of the Common Stock on the Trading Day immediately preceding the date of delivery of the Notice of

Exercise;

(B)

= the

Exercise Price of this Warrant, as adjusted hereunder; and

(X)

the

number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such

exercise were by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not

to take any position contrary to this Section 2(c).

110% of offering price

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale

of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery

of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by

the date that is the earlier of: (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, and (ii) the number

of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, all subject to

receipt of any cash payments required by the Holder (such date, the “Warrant Share Delivery Date”). Upon delivery

of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares

with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment

of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading

Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the

Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery

Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject

to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing

to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such

Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain

a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein,

“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s

primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely

due to any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker

to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock

to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a

“Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained

by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise

at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the

Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in

which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been

issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common

Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with

an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the

Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable

to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit

a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree

of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock

upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall round up or down, as applicable, to the nearest whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other

Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to

other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on

the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed

with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by

the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of

a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock

then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion

or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”

shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock

outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder,

upon at least 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of

this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common

Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the

Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not

be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and

implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion

hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes

or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply

to a successor holder of this Warrant.