EXHIBIT
4.5


 


Form
of Representative’s Warrant 


 


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 (180) DAYS FOLLOWING THE LATER OF THE EFFECTIVE DATE (DEFINED BELOW)
OR THE COMMENCEMENT OF SALES OF THE OFFERING TO WHICH THIS PURCHASE WARRANT RELATES TO ANYONE OTHER THAN 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 FROM THE DATE OF THE COMMENCEMENT OF SALE OF THE COMMON STOCK
IN THE OFFERING].


 


VOID
AFTER 5:00 P.M., EASTERN TIME, [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].


 


WARRANT
TO PURCHASE COMMON STOCK


 


BIOAFFINITY
TECHNOLOGIES, INC.


 


Warrant
Shares: [*]1


 


Initial
Exercise Date: [DATE THAT IS 180 DAYS FROM THE COMMENCEMENT OF THE SALE OF THE FIRM UNITS IN THE OFFERING]


 


1.
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between BIOAFFINITY TECHNOLOGIES,
INC., a Delaware corporation (the “Company”) and WallachBeth Capital, LLC dated [*], 2022, as amended (the
“Underwriting Agreement”), WallachBeth Capital, LLC (“Holder”) and its assignees, as registered
holders of this Purchase Warrant, is entitled, at any time or from time to time from [*], 2022 (the “Effective Date”),
the date that is one hundred and eighty (180) days after the date of the commencement of the sales of the Company’s Common Stock,
$0.001 par value per share (the “Common Stock”), and at or before 5:00 p.m., Eastern time, on [*], 2027 (five (5)
years from the date hereof) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in
whole or in part, up to [*] shares of Common Stock of the Company (equal to five (5.0%) percent of the Common Stock sold in the
Offering including any exercise of the overallotment option), 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 (“Purchase Warrant”). This Purchase Warrant is initially
exercisable at $[*] per share of Common Stock (115% of the price of the Common Stock sold in the 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 of Common Stock to be received upon such exercise, shall be adjusted
as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted
exercise price as a result of the events set forth in Section 6 below, depending on the context.


 


Capitalized
terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.


 





 



 


1
(5%) of the number of shares of common stock sold in the Offering.


 




    	 



     


    

 


2.
Exercise.


 


2.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A must be duly
executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Common
Stock being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified
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. At any time after the Exercise Date and until the Expiration Date, Holder may elect to receive the number of
shares of Common Stock 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 of Common Stock to be issued to Holder;
	 	Y=The
    number of shares of Common Stock for which the Purchase Warrant is being exercised;
	 	A=The
    fair market value of one share of Common Stock; and
	 	B=The
    Exercise Price.


 


For
purposes of this Section 2.2, the “fair market value” of a share of Common Stock is defined as follows:


 


(i)
if the Common Stock is traded on a national securities exchange or the OTCQB Market (or similar quotation system), the value shall be
deemed to be the closing price on such exchange or quotation system the trading day immediately prior to the exercise form being submitted
in connection with the exercise of this Purchase Warrant; or


(ii)
if there is no market for the Common Stock, the value shall be the fair market value thereof, as determined in good faith by the Company’s
Board of Directors.


 


2.3
Legend. Each certificate for the Common Stock purchased under this Purchase Warrant shall bear a legend as follows unless such
Common Stock has been registered under the Securities Act of 1933, as amended (the “Act”), or are exempt from registration
under the Act:


 


“The
Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the Common Stock nor any interest therein may be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the 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) the Underwriter or a representative or a selected dealer participating in the Offering,
or (ii) a bona fide officer or partner of the Underwriter or of any such selected dealer, in each case in accordance with FINRA Conduct
Rule 5110(g)(1), or (b) 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(g)(2). On and after that date that is one hundred eighty (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 as Exhibit B duly executed and
completed, together with this 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 of Common Stock purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 




    	 



     


    

 


3.2
Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until:
(i) the Company has received the opinion of counsel for the Company that the securities may be transferred pursuant to an exemption from
registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction
of the Company, (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale
of such securities that has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and includes a current prospectus or (iii) a registration statement, pursuant to which the Holder has exercised its registration rights
pursuant to Sections 4.1 and 4.2 herein, relating to the offer and sale of such securities has been filed and declared effective by the
Commission and compliance with applicable state securities law has been established.


 


4.
Registration Rights.


 


4.1
Demand Registration.


 


4.1.1
Grant of Right. The Company, upon written demand (a “Demand Notice”) of the Holders of at least 51% of the
Purchase Warrants and/or the underlying Common Shares, agrees to register, on one (1) occasion, all or any portion of the Common Shares
underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will
file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand
Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance
with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice
if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant
to Section 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or
(ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered
by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The Company covenants
and agrees to give written notice of its receipt of any Demand Notice by any Holders to all other registered Holders of the Purchase
Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding
anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s
Registration Statement on Form S-1 (File No. 333-259011) covering the Registrable Securities remains effective.


 


4.1.2
Terms. The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section
4.1.1, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause
the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such states as are reasonably
requested by the Holders; provided, however, that in no event shall the Company be required to register the Registrable
Securities in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in
such State or submit to general service of process in such State, or (ii) the principal shareholders of the Company to be obligated to
escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand
right granted under Section 4.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that the
Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities.
The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration statement, and will
immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer
be used due to a material misstatement or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder shall be entitled
to a demand registration under this Section 4.1.2 on only one (1) occasion and such demand registration right shall terminate on the
fifth anniversary of the Effective Date in accordance with FINRA Rule 5110(g)(8)(C).


 




    	 



     


    

 


4.2
“Piggy-Back” Registration.


 


4.2.1
Grant of Rights. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right,
for a period of no more than seven (7) years from the Effective Date in accordance with FINRA Rule 5110(g)(8)(D), to include the Registrable
Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated
by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or Form S-4 or any equivalent form); provided, however,
that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s)
thereof shall, in its reasonable discretion, impose a limitation on the number of Common Shares which may be included in the Registration
Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate
public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable
Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of
Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number
of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude
any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to
inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.
Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.2 shall not be applicable so long
as the Company’s Registration Statement on Form S-1 (File No. 333-259011) covering the Registrable Securities remains effective.


 


4.2.2
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1
hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders
to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company
shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days’ written notice prior
to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration
statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the
Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10)
days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in
this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.2.2; provided,
however, that such registration rights shall terminate on a date that is five years from the Commencement Date.


 


4.3
General Terms.


 


4.3.1
Indemnification. The Company shall indemnify the Holders of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section
20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense
or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising
from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company
has agreed to indemnify the Underwriters contained in Section 5.1 of the Underwriting Agreement between the Underwriters and the Company,
dated as of [●], 2022. The Holders of the Registrable Securities to be sold pursuant to such registration statement, and their
successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense, or liability
(including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement
to the same extent and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which
the Underwriters have agreed to indemnify the Company.


 


4.3.2
Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holders to exercise
their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 




    	 



     


    

 


4.3.3
Documents Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to
each underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel
to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering,
an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter
dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter
dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has
issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to
the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditor, and all
memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder
and underwriter to do such investigation, upon reasonable advance notice, with respect to the information contained in or omitted from
the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation
shall include access to books, records, and properties, and opportunities to discuss the business of the Company with its officers and
independent auditor, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.


 


4.3.4
Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected
by any Holders whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably
satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder, and such
managing underwriters, and shall contain such representations, warranties, and covenants by the Company and such other terms as are customarily
contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating
to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties,
and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such
Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except
as they may relate to such Holders, their Shares, and their intended methods of distribution.


 


4.3.5
Documents to be Delivered by Holders. Each of the Holders participating in any of the foregoing offerings shall furnish to the
Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security
holders.


 


4.3.6
Damages. Should the registration or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed by the Company
or the Company otherwise fails to comply with such provisions, the Holders shall, in addition to any other legal or other relief available
to the Holders, be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach
of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity
of posting bond or other security.


 


4.4
Termination of Registration Rights. The registration rights afforded to the Holders under this Section 4 shall terminate on the
earliest date when all Registrable Securities of such Holder either: (i) have been publicly sold by such Holder pursuant to a Registration
Statement, (ii) have been covered by an effective Registration Statement on Form S-1 or Form S-3 (or successor form), which may be kept
effective as an evergreen Registration Statement, or (iii) may be sold by the Holder (including on a cashless basis) within a 90 day
period without registration pursuant to Rule 144 or consistent with applicable SEC interpretive guidance (including C&DI No.
201.04 (April 2, 2007) or similar interpretive guidance).


 




    	 



     


    

 


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 hereof, 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 of Common Stock
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 Shares of Common Stock. The Exercise Price and the number of shares of Common Stock
underlying this 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
Common Stock is increased by a stock dividend payable in Common Stock or by a split up of the Common Stock or other similar event, then,
on the effective day thereof, the number of shares of Common Stock purchasable hereunder shall be increased in proportion to such increase
in outstanding shares of Common Stock, and the Exercise Price shall be proportionately decreased.


 


6.1.2
Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding,
shall sell, enter into an agreement to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any
right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition)
any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower
price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being
understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation
of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options
or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective
price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price
on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement)
of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price provided that the Base Share
Price shall not be less than $[*] (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions
following the Initial Issuance Date). Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section
3(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance
or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable
issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive
Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to
this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon
the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company
enters into a Variable Rate Transaction, the Company shall be deemed to have issued shares of Common Stock or Common Stock Equivalents
at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised. An “Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, 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 the Common Stock to be 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 Warrant, provided
that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the
exercise price, exchange price or conversion price of such securities (other than in connection with stock dividends, stock splits or
combinations) or to extend the term of such securities, (c) securities in connection with an underwritten public offering, and (d) securities
issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided
that any such issuance shall only be to a person or entity (“Person”) (or to the equity holders 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.


 




    	 



     


    

 


6.1.3
Aggregation of Shares of Common Stock. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number
of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of the Common Stock or other similar
event, then, on the effective date thereof, the number of shares of Common Stock purchasable hereunder shall be decreased in proportion
to such decrease in outstanding shares, and the Exercise Price shall be proportionately increased.


 


6.1.4
Replacement of Common Stock upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Common
Stock other than a change covered by Section 6.1.1, 6.1.2 or Section 6.1.3 hereof or that solely affects the par value of such Common
Stock, 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 Common Stock), 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 Common 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 Common Stock 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 Common Stock covered by Section 6.1.1, 6.1.2 or Section 6.1.3, then such adjustment shall
be made pursuant to Section 6.1.1, Section 6.1.2, 6.1.3 and this Section 6.1.34 The provisions of this Section 6.1.4 shall similarly
apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


6.1.5
Fundamental Transaction. If, at any time while this Purchase 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,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its 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 the 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 50% or more of the outstanding Common
Stock, (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, 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,
spinoff or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of
the outstanding Common Stock (not including any Common Stock held by the other Person or other Persons making or party to, or associated
or affiliated with, the other Persons making or party to such stock or share purchase agreement or other business combination) (each
a “Fundamental Transaction”), then, upon any subsequent exercise of this Purchase Warrant, the Holder shall have the
right to receive, for each Purchase Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, the number Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional or alternative consideration (the “Alternative Consideration”) receivable as a result
of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Purchase Warrant is exercisable immediately
prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternative Consideration based on the amount of Alternative Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternative Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternative Consideration. If holders of the
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 Alternative Consideration it receives upon any exercise of this Purchase 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 Purchase Warrant, and
to deliver to the Holder in exchange for this Purchase Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Purchase Warrant which is exercisable for a corresponding number of shares of capital stock of
such Successor Entity (or its parent entity) equivalent to the Common Stock acquirable and receivable upon exercise of this Purchase
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 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 Purchase Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of
any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Purchase Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of, the Company and shall assume all of the obligations
of the Company, under this Purchase Warrant and the other Transaction Documents with the same effect as if such Successor Entity had
been named as the Company herein.


 




    	 



     


    

 


6.1.6
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 of Common
Stock 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 date hereof 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 Common Stock), 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 Common Stock and other securities and property receivable upon
such consolidation or share reconstruction or amalgamation, by a holder of the number of shares of Common Stock of the Company 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 6 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 a share
of Common Stock 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 to the nearest
whole number of shares of Common Stock or other securities, properties or rights.


 


7.
Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Common Stock, solely
for the purpose of issuance upon exercise of this Purchase Warrant, such number of shares of Common Stock or other securities, properties
or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant
and payment of the Exercise Price therefor, in accordance with the terms hereby, all Common Stock 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 shareholder.
As long as this Purchase Warrant shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Common
Stock issuable upon exercise of this Purchase Warrant to be listed (subject to official notice of issuance) on all national securities
exchanges (or, if applicable, on the OTCQB Market or any successor quotation system) on which the Common Stock issued to the public in
the Offering may then be listed and/or quoted (if at all).


 


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 shareholder for the election of directors or any other matter, or as having any rights whatsoever as
a shareholder 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 days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”)
for the determination of the shareholders 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 shareholders of the Company at the same time and in the same manner that such notice
is given to the shareholders.


 




    	 



     


    

 


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 Common Stock 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 Common Stock any additional shares of the Company or securities convertible into or exchangeable
for shares 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. All notices and communications hereunder shall be in writing and mailed or delivered or by telephone,
electronic mail or telegraph if subsequently confirmed in writing, (a) if to the Representative, WallachBeth Capital, LLC Harborside
Financial Center Plaza 5, 185 Hudson Street, Suite 1410 Jersey City, New Jersey 07311, Attention: Kenneth Bantum, 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, and (b) if to the Company, to BioAffinity Technologies, Inc., 22211 W Interstate 10, Suite 1206, San Antonio,
Texas 78257, Attention Ms. Maria Zannes, Chief Executive Officer, with a copy (which shall not constitute notice) to Wilhelm E. Liebmann,
Esq. Dykema Gossett PLLC, 112 E. Pecan Street, Suite 1800, San Antonio, Texas 78205.


 


9.
Miscellaneous.


 


9.1
Amendments. The Company and the Underwriter 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 the Underwriter may deem necessary or desirable and that the Company and the Underwriter 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 New York Supreme Court, 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 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
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 the Underwriter 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.


 


9.8
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.


 


[Signature
Page to Follow]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the [*] day
of [*], 2022.


 


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


 


[Signature
page to Representative’s Warrant]


 




    	 



     


    

 


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, 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 register and 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 or by physical delivery of a certificate to:


 


[________________________]


[________________________]


[________________________]


 


(4)
Accredited Investor. If the Warrant is being exercised via cash exercise, the undersigned is an “accredited investor”
as defined in Regulation D promulgated under the Securities Act of 1933, as amended


 


[SIGNATURE
OF HOLDER]


 


	Name of Investing Entity:	 


 


	Signature of Authorized Signatory
    of Investing Entity:	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	Title of Authorized Signatory:	 


 


	Date:	 


 




    	 



     


    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute


this
form and supply required information.


Do
not use this form to exercise the warrant.)


 


FOR
VALUE RECEIVED, [*] all of or [*] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned
to


 


	 	 	whose
    address is
	 	 	 
	 	 	Dated:
           ,
	 	 	 
	 	Holder’s Signature: 	_____________________
	 	 	 
	 	Holder’s Address: 	_____________________
	 	 	_____________________


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement
or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Warrant.