EXHIBIT
4.4


 


Form
of Private Placement Warrant Agreement


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT
EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE COMMENCEMENT OF THE SALE OF THE COMPANY’S
UNITS IN ITS INITIAL PUBLIC OFFERING TO ANYONE OTHER THAN (I) WALLACHBETH CAPITAL, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION
WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF WALLACHBETH CAPITAL, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS AFTER THE COMMENCEMENT OF SALES OF THE COMPANY’S
UNITS IN ITS INITIAL PUBLIC OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM
THE EFFECTIVE DATE OF THE OFFERING].


 


COMMON
STOCK PURCHASE WARRANT


 


For
the Purchase of [____] Shares of Common Stock


of


BIOAFFINITY
TECHNOLOGIES, INC.


 


1.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of services rendered by or on behalf WallachBeth Capital, LLC (“Holder”),
as registered owner of this Purchase Warrant, bioAffinity Technologies, Inc., a Delaware corporation (the “Company”),
Holder is entitled, from and after [________________], 2022 [DATE THAT IS 180 DAYS AFTER THE COMMENCEMENT OF SALES OF THE UNITS IN
THE COMPANY’S INITIAL PUBLIC OFFERING] (the “Commencement Date”), and, in accordance with FINRA Rule 5110(g)(8)(A),
at or before 5:00 p.m., Eastern time, [____________], 2027, which is the date that is five (5) years following the commencement of sales
of the Company’s units (each unit (“Unit”) consisting of one share of the Company’s common stock, $0.001
par value per share (“Common Stock”) and one warrant to purchase one share of Common Stock) in the Company’s
initial public offering (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole
or in part, [_______] shares of Common Stock of the Company (the “Shares”) (which amount shall equal five percent
(5%) of the number of Units sold in the Company’s initial public offering), subject to adjustment as provided in Section 6 hereof.
If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised
on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date,
the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable
at the price equal to the product of 120% multiplied by the initial offering price of one Unit in the Company’s initial public
offering; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted
by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be
adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise
price, depending on the context. The term “Effective Date” shall mean [●], 2022, the date on which the Company
commenced sales of its Units in its initial public offering.


 


2.
Exercise.


 


2.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed
and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable
in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank
check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date,
this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.


 




    	 



     


    

 


2.2
Cashless Exercise. If at any time after the Commencement Date there is no effective registration statement registering, or no
current prospectus available for, the resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by payment
of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares
equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company,
together with the exercise form attached hereto, in which event the Company shall issue to Holder, Shares in accordance with the following
formula:


 


	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The
    number of Shares to be issued to Holder;
	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The
    fair market value of one Share; and
	 	B	=	The
    Exercise Price.


 


For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:


 


	 	(i)	if
    the Company’s Common Stock is traded on a securities exchange, the value shall be deemed to be the closing price on such exchange
    on the trading day immediately prior to the exercise form being received by the Company in connection with the exercise of the Purchase
    Warrant; or
	 	 	 
	 	(ii)	if
    the Company’s Common Stock is actively traded over-the-counter, the value shall be deemed to be the closing bid price on the
    trading day prior to the exercise form being received by the Company in connection with the exercise of the Purchase Warrant; if
    there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s
    Board of Directors.


 


2.3
Legend. If at any time after the Commencement Date there is no effective registration statement registering, or no current prospectus
available for, the resale of the Shares by the Holder, each certificate for the securities purchased under this Purchase Warrant shall
bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Securities
Act”):


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”


 


3.
Transfer.


 


3.1
General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following
the Effective Date to anyone other than: (i) WallachBeth Capital, LLC or an underwriter or a selected dealer participating in the Offering,
or (ii) a bona fide officer or partner of WallachBeth Capital, LLC or of any such underwriter or selected dealer, in each case in accordance
with FINRA Rule 5110(e)(1), or (b) for a period of one hundred eighty (180) days following the Effective Date, cause this Purchase Warrant
or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2).
On and after 180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable
securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto
duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith.
The Company shall within five (5) business days transfer this Purchase Warrant on the books of the Company and shall execute and deliver
a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the
aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 




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3.2
Restrictions Imposed by the Securities Act. If at any time after the Commencement Date there is no effective registration statement
registering, or no current prospectus available for, the resale of the Shares by the Holder, the securities evidenced by this Purchase
Warrant shall not be transferred unless and until: the Company has received the opinion of counsel for the Holder that the securities
may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability
of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Carmel, Milazzo
& Feil LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective
amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared
effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities
law has been established.


 


4.
RESERVED.


 


5.
New Purchase Warrants to be Issued.


 


5.1
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor
to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder
as to which this Purchase Warrant has not been exercised or assigned.


 


5.2
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


6.
Adjustments.


 


6.1
Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant
shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1
Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day
thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the
Exercise Price shall be proportionately decreased.


 


6.1.2
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the
Exercise Price shall be proportionately increased.


 


6.1.3
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares
other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any
share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or
share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase
Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the
exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares
of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction
or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of
the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results
in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this
Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions
or amalgamations, or consolidations, sales or other transfers.


 




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6.1.4
Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this
Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated
in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants
reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement
Date or the computation thereof.


 


6.2
Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the
Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation
shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding
or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise
of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation, by a holder of the number of Shares for which such Purchase Warrant might have been exercised
immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall
provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section
shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


6.3
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares
upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it
being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may
be, to the nearest whole number of Shares or other securities, properties or rights.


 


7.
Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the
purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall
be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the
Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly
and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. The Company further covenants
and agrees that upon exercise of the Purchase Warrants and payment of the exercise price therefor, all Shares and other securities issuable
upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder.
As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares
issuable upon exercise of the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges
(or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the Shares issued to the public in the Offering
may then be listed and/or quoted.


 


8.
Certain Notice Requirements.


 


8.1
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or
consent or to receive notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as
a stockholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the
events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of
the stockholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing
of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice
given to the other stockholders of the Company at the same time and in the same manner that such notice is given to the stockholders.


 




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8.2
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the
following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company; (ii) the Company shall offer to
all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for
shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (iii) a dissolution, liquidation or
winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or
substantially all of its property, assets and business shall be proposed.


 


8.3
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall
describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Financial Officer.


 


8.4
Transmittal of Notices. Any and all notices or other communications or deliveries to be provided by a party hereunder shall be
in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to the other party
at the e-mail address or address of the party set forth below. Any notice or other communication or deliveries hereunder shall be deemed
given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail
address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next business day after the time of transmission,
if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a business
day or later than 5:30 p.m. (New York City time) on any business day, (iii) the second business day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required
to be given. For purposes of this Warrant, a “business day” is any day other than a Saturday, Sunday or Federal holiday.


 


If
to the Representative:


 


WallachBeth
Capital, LLC


Harborside
Financial Center Plaza 5


185
Hudson Street, Suite 1410


Jersey
City, New Jersey 07311


Attn:
Eric Schweitzer, Chief Compliance Officer


Email:
eschweitzer@wallachbeth.com


 


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


 


Carmel,
Milazzo & Feil LLP


55
West 39th Street, 18th Floor


New
York, NY 10018,


Attention:
Ross Carmel, Esq.


Email:
rcarmel@cmfllp.com


 


If
to the Company:


 


bioAffinity
Technologies, Inc.


22211
W. Interstate 10, Suite 1206


San
Antonio, Texas 78257


Attention
Ms. Maria Zannes, Chief Executive Officer


Email:
mz@bioaffinitytech.com


 




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


 


Dykema
Gossett PLLC


112
E. Pecan Street, Suite 1800


San
Antonio, Texas 78205


Attention:
Wilhelm E. Liebmann, Esq.


Email:
wliebmann@dykema.com


 


9.
Miscellaneous.


 


9.1
Amendments. The Company and WallachBeth Capital, LLC may from time to time supplement or amend this Purchase Warrant without the
approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective
or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder
that the Company and WallachBeth Capital, LLC may deem necessary or desirable and that the Company and WallachBeth Capital, LLC deem
shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and
be signed by the party against whom enforcement of the modification or amendment is sought.


 


9.2
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3
Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4
Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company
and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.


 


9.5
Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought
and enforced in the Supreme Court of the State of New York, sitting in the County of New York, or in the United States District Court
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The parties
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process
or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing
party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and
expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf
and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby.


 


9.6
Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver
of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.


 


9.7
Execution in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


9.8
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that,
at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and


WallachBeth
Capital, LLC enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase
Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party
to the Exchange Agreement.


 


[Signature
Page Follows]


 




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	BIOAFFINITY
    TECHNOLOGIES, INC.	 
	 	 	 
	By:	 	 
	Name:	Maria
    Zannes	 
	Title:	Chief
    Executive Officer	 


 




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[Form
to be used to exercise Purchase Warrant]


 


Date:
__________, 20___


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.001 per share
(the “Shares”), of bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), and
hereby makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares
as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant
representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______
Shares, as determined in accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	A	 


 


	 	Where,	 	 	 
	 	 	X	=	The
    number of Shares to be issued to Holder;
	 	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	 	A	=	The
    fair market value of one Share which is equal to $_____; and
	 	 	B	=	The
    Exercise Price which is equal to $______ per share


 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


	 	Signature	 	 


 


	 	Signature
    Guaranteed	 	 


 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


	Name:	 	 
	 	(Print
    in Block Letters)	 


 


	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 




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[Form
to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase shares of common stock, par value
$0.001 per share, of bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), evidenced by the Purchase
Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated:
__________, 20__


 


	Signature	 	 


 


	Signature
    Guaranteed	 	 


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm
having membership on a registered national securities exchange.


 




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