EXHIBIT
4.9


 


Form
of Secured Convertible Promissory Note


 


THIS
INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER THE ACT.


 


SECURED
CONVERTIBLE PROMISSORY NOTE


 


	No.
    SCN-[NUMBER]	In
    San Antonio, Bexar County, Texas
	$[PRINCIPAL
    AMOUNT]	Date
    of Issuance: [DATE]


 


FOR
VALUE RECEIVED, bioAffinity Technologies, Inc., a Delaware corporation located in San Antonio, Texas (the “Company”),
hereby promises to pay to the order of [PURCHASER NAME] (the “Holder”), the principal sum of $[PRINCIPAL AMOUNT],
together with simple interest thereon from the date of this Note. Interest will accrue at a rate of 8% per annum until this Note is converted
in full or indefeasibly and irrevocably paid in full by the Company; provided, however, that immediately upon the occurrence and during
the continuance of an Event of Default, interest will accrue interest at a rate equal to 13% per annum. Unless earlier converted into
Conversion Shares pursuant to Section 4 of that certain Secured Convertible Note Purchase Agreement dated [DATE], by and among the Company,
the Holder and the other parties thereto (the “Purchase Agreement”), the principal and accrued interest of this Note
will be due and payable by the Company on the Maturity Date.


 


This
Note is one of a series of Notes issued pursuant to the Purchase Agreement, and capitalized terms not defined herein will have the meanings
set forth in the Purchase Agreement.


 


1.
Payment; Prepayment. All payments will be made in lawful money of the United States of America at the principal office of the
Company, or at such other place as the Holder may from time to time designate in writing to the Company. Payment will be credited first
to accrued interest due and payable, with any remainder applied to principal. The Company will notify the Holder thirty (30) days prior
to prepaying all or a portion of this Note to allow the Holder to exercise its right to an optional conversion as described in Section
4.2(b) of the Purchase Agreement. Subject to such notice requirement, the Company may, at any time, prepay all or any part of the unpaid
principal amount of this Note without premium or penalty. Partial prepayments will be applied first to pay accrued unpaid interest and
second, after all interest accrued through the date of such partial prepayment has been paid in full, to reduce the principal amount
outstanding hereunder.


 


2.
Security. This Note is a secured obligation of the Company, as secured by that certain Note Purchase Agreement dated as of [DATE].


 


3.
Conversion of the Notes. This Note and any amounts due hereunder will be convertible into Conversion Shares in accordance with
the terms of Section 4 of the Purchase Agreement.


 


4.
Amendments and Waivers; Resolutions of Dispute; Notice. The amendment or waiver of any term of this Note, the resolution of any
controversy or claim arising out of or relating to this Note and the provision of notice among the Company and the Holder will be governed
by the terms of the Purchase Agreement.


 




    	 



     


    

 


5.
Successors and Assigns. This Note applies to, inures to the benefit of, and binds the respective successors and assigns of the
parties hereto; provided, however, that the Company may not assign its obligations under this Note without the written consent
of the Requisite Noteholders. Any transfer of this Note may be effected only pursuant to the Purchase Agreement and by surrender of this
Note to the Company and reissuance of a new note to the transferee. The Holder and any subsequent holder of this Note receives this Note
subject to the foregoing terms and conditions, and agrees to comply with the foregoing terms and conditions for the benefit of the Company
and any other Purchasers (or their respective successors or assigns).


 


6.
Officers and Directors not Liable. In no event will any officer or director of the Company be liable for any amounts due and payable
pursuant to this Note.


 


7.
Limitation on Interest. In no event will any interest charged, collected or reserved under this Note exceed the maximum rate then
permitted by applicable law, and if any payment made by the Company under this Note exceeds such maximum rate, then such excess sum will
be credited by the Holders as a payment of principal.


 


8.
Choice of Law. This Note, and all matters arising out of or relating to this Note, whether sounding in contract, tort, or statute
will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the conflict
of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction
other than those of the State of Delaware.


 


9.
Approval. The Company hereby represents that its board of directors, in the exercise of its fiduciary duty, has approved the Company’s
execution of this Note based upon a reasonable belief that the principal provided hereunder is appropriate for the Company after reasonable
inquiry concerning the Company’s financing objectives and financial situation. In addition, the Company hereby represents that
it intends to use the principal of this Note primarily for the operations of its business, and not for any personal, family or household
purpose.


 




    	 



     


    

 


	 	BIOAFFINITY
    TECHNOLOGIES, INC.
	 	 	 
	 	By:
    	 
	 	 	Maria
    Zannes
	 	 	President
    and Chief Executive Officer