0001493152-25-014730 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 24th, 2025 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [*], 2025, by and between BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

and VStock Transfer, LLC, as Warrant Agent Warrant Agent Agreement FORM OF WARRANT AGENT AGREEMENT
Warrant Agent Agreement • September 24th, 2025 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York

This WARRANT AGENT AGREEMENT (this “Warrant Agreement”), dated as of [ ], 2025 (the “Initial Exercise Date”) is between bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).

PLACEMENT AGENT WARRANT BIOAFFINITY TECHNOLOGIES, INC.
Placement Agent Warrant • September 24th, 2025 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [*], 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [*], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • September 24th, 2025 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BIOAFFINITY TECHNOLOGIES, INC.
Pre-Funded Common Stock Purchase Warrant • September 24th, 2025 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research

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).