EXHIBIT
4.7


 


FORM
OF WARRANT AGENT AGREEMENT


 





This WARRANT AGENT AGREEMENT (this
“Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between bioAffinity Technologies,
Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the
“Warrant Agent”).


 


WHEREAS, pursuant to the terms of that
certain Underwriting Agreement (“Underwriting Agreement”), dated [●], 2022, by and among the Company and WallachBeth
Capital, LLC, as representative of the underwriters set forth therein (the “Representative”), the Company is engaged
in a public offering (the “Offering”) of up to 1,285,325 units at an estimated initial public offering price
between $6.00 and $6.25 per Unit (the “Price Range”), each unit consisting of (i) one share (the “Shares”)
of common stock, par value $0.007 per share (the “Common Stock”) of the Company, (ii) one five-year tradeable
warrant (each, a “Tradeable Warrant”) to purchase one share of Common Stock (“Tradeable 
Warrant Shares”) at an anticipated exercise price of $7.35 per share, and (iii) one five-year non-tradeable
warrant (a “Non-tradeable  Warrant”; together with each Tradeable Warrant, the “Warrants”)
to purchase one share of Common Stock (“Non-tradeable  Warrant Shares; together with the Tradeable Warrant
Shares, the “Warrant Shares”) at an anticipated exercise price of $7.656 per share, which includes Shares and Warrants
issuable pursuant to the underwriters’ over-allotment option and the warrant and 25,507 Warrant Shares subject to the warrant
issued to the Representative (the “Representative’s Warrant”);

 





WHEREAS, the Company has filed with the Securities and Exchange Commission
(the “Commission”) a Registration Statement, No. 333-264463, on Form S-1 (as the same may be amended from time to time,
the “Registration Statement”), for the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of the units, Shares, Warrants, the Representative’s Warrant and the Warrant Shares, and such Registration Statement
was declared effective on [●], 2022;


 


WHEREAS the Company desires the
Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth in
this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;




 


WHEREAS,
the Company desires to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and
conditions set forth in this Warrant Agreement (and no implied terms or conditions).


 




    	 



     


    

 


2.
Warrants.


 


2.1.
Form of Warrants. The Tradeable Warrants shall be registered securities and shall be evidenced by a global certificate
(“Tradeable Global Certificate”) in the form of Exhibit A to this Warrant Agreement, which shall be deposited
on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede
& Co., a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Tradeable Warrants,
the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Tradeable
Warrants are not eligible for, or it is no longer necessary to have the Tradeable Warrants available in, book-entry form,
the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation of
the Tradeable Global Certificate, and the Company shall instruct the Warrant Agent to deliver to DTC separate certificates evidencing
the Tradeable Warrants (“Tradeable Definitive Certificates”) registered as requested through the DTC
system. The Non-tradeable Warrants will be unregistered securities and will be evidenced by a global certificate (“Non-tradeable
 Global Certificate”; together with the Tradeable Global Certificate, the “Global Certificates”)
in the form of Exhibit B to this Warrant Agreement, which shall be deposited on behalf of the Company with the Warrant Agent.
If the Warrant Agent subsequently ceases to make its book-entry settlement system available for the Non-tradeable Warrants, the
Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Non-tradeable
Warrants are not eligible for, or it is no longer necessary to have the Non-tradeable Warrants available in, book-entry form,
the Company may instruct the Warrant Agent to cancel the Non-tradeable Global Certificate and to deliver separate certificates
evidencing the Non-tradeable Warrants (“Non-tradeable  Definitive Certificates” and, together
with the Global Certificates and the Tradeable Definitive Certificates, the “Warrant Certificates”) .


 


2.2.
Issuance and Registration of Warrants.


 


2.2.1.
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants.


 


2.2.2.
Issuance of Warrants. Upon the initial issuance of the Tradeable Warrants, the Warrant Agent shall issue the Tradeable
Global Certificate and deliver the Tradeable Warrants in the DTC book-entry settlement system in accordance with written instructions
delivered to the Warrant Agent by the Company. Upon the initial issuance of the Non-tradeable Warrants, the Warrant Agent shall
issue the Non-tradeable Global Certificate and deliver the Non-tradeable Warrants in the Warrant Agent’s book-entry
settlement system in accordance with the Company’s written instructions delivered to the Warrant Agent. Ownership of security entitlements
in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained, (i) in the case
of Tradeable Warrants (A) by DTC and (B) by institutions that have accounts with DTC (each, a “Participant”),
and (ii) in the case of Non-tradeable Warrants, by the Warrant Agent .


 


2.2.3.
Beneficial Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the Person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization
furnished by DTC governing the exercise of the rights of a Holder of a beneficial interest in any Tradeable Warrant. The rights
of beneficial owners in a Warrant evidenced by the Global Certificates shall be exercised by the Holder or a Participant through (i) in
the case of a Tradeable Warrant, the DTC system, or (ii) in the case of a Non-tradeable Warrant, the Warrant Agent’s
system, except to the extent set forth herein or in the Global Certificates.


 




    	 



     


    

 


2.2.4.
Execution. The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized
Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile
signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same
signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In
case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company
before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be
countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the Person who signed such Warrant
Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by
any Person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized
to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such Person was not such an Authorized
Officer.


 


2.2.5.
Registration of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be
registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate
or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder
desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in
writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing
the Warrants the transfer of which is to be registered or that is or are to be split up, combined or exchanged and, in the case of registration
of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign and deliver to the Person entitled thereto
a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company and the Warrant Agent may require payment,
by the Holder requesting a registration of transfer of Warrants or a split-up, combination or exchange of a Warrant Certificate (but,
for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with such registration of transfer, split-up, combination or exchange,
together with reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto.


 


2.2.6.
Loss, Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity
or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental
thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on
behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate
so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the replacement
of lost Warrant Certificates, which shall be charged only once in instances where a single surety bond obtained covers multiple certificates.
The Warrant Agent may receive compensation from the surety companies or surety agents for administrative services provided to them.


 


2.2.7.
Proxies. The Holder of a Warrant may grant proxies or otherwise authorize any Person, including the Participants and beneficial
holders that may own interests through the Participants in the case of Tradeable Warrants, to take any action that a Holder is
entitled to take under this Agreement or the Warrants; provided, however, that at all times that Tradeable Warrants
are evidenced by a Tradeable Global Certificate, exercise of those Tradeable Warrants shall be effected on their behalf
by Participants through DTC in accordance the procedures administered by DTC.


 




    	 



     


    

 


3.
Terms and Exercise of Warrants.


 


3.1.
Exercise Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of
this Warrant Agreement, to purchase from the Company the number of Shares of Common Stock stated therein, at the price of (i) $7.35
per whole Share (120% of the assumed per-Unit public offering price of $6.125, which is the midpoint of the Price Range)
upon exercise of a Tradeable Warrant, and (ii) $7.656 per whole Share (125% of the assumed per-Unit public offering
price of $6.125) upon exercise of a Non-tradeable Warrant, subject in both cases to the subsequent adjustments provided
in Section 4 hereof. The term “Exercise Price” as used in this Warrant Agreement refers to the price per Share at
which Shares of Common Stock may be purchased at the time a Warrant is exercised.


 


3.2.
Duration of Warrants. Warrants may be exercised only during the period (“Exercise Period”) commencing on the
Issuance Date and terminating at 5:00 P.M., New York City Time (the “close of business”) on [●], 2027 (“Expiration
Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights
in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.


 


3.3.
Exercise of Warrants.


 


3.3.1.
Exercise and Payment. (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant
acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant Agent, not later than 5:00 P.M., New York City Time,
on any Business Day during the Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i)
in the form included in Exhibit C to this Warrant Agreement or (ii) in the case of a Tradeable Warrant, via an electronic
warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following
delivery of an Election to Purchase, the Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall:
(i) (A) surrender the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B)
deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from
time to time, and (ii) deliver to the Company the Exercise Price for each Warrant to be exercised, in lawful money of the United States
of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to:


 


Receiving
Bank:


 


Account
Name:


Address:


 


Any
Person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall
be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election
to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery
of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the
Election to Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such deliverables on or prior
to the Trading Day following delivery of the Election to Purchase, such Election to Purchase shall be void ab initio.


 




    	 



     


    

 


(b)
If any of (i) the Warrants, (ii) the Election to Purchase, or (iii) the Exercise Price therefor, is received by the Warrant Agent on
any date after 5:00 P.M., New York City Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed
to have been received and exercised on the Trading Day next succeeding such date. “Business Day” means a day other
than a Saturday or Sunday on which commercial Banks in New York City are authorized or required by law to remain closed; provided,
however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay
at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the
closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems
(including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day. The “Exercise
Date” will be the date on which the materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M.,
New York City time), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on
the materials. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and
void and any funds delivered to the Company will be returned to the Holder or Participant, as the case may be, as soon as practicable.
In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.


 


(c)
If less than all the Warrants evidenced by a surrendered Warrant Certificate are exercised, the Warrant Agent shall split up the surrendered
Warrant Certificate and return to the Holder a Warrant Certificate evidencing the Warrants that were not exercised.


 


3.3.2.
Issuance of Warrant Shares. (a) The Warrant Agent shall, by 11:00 a.m., New York City time, on
the Trading Day following the Exercise Date of any Warrant, advise the Company, the transfer agent and registrar for the Company’s
Common Stock, in respect of (i) the number of Warrant Shares indicated on the Election to Purchase as issuable upon such exercise with
respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent
with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise, and (iii) such
other information as the Company or such transfer agent and registrar shall reasonably request.


 


(b)
The Company shall, by no later than 5:00 P.M., New York City Time, on the third Trading Day following the Exercise Date of any Tradeable
Warrant and the clearance of the funds in payment of the Exercise Price (such date and time, the “Delivery Time”),
cause its registrar to electronically transmit the Warrant Shares issuable upon that exercise to DTC by crediting the account of DTC
or of the Participant, as the case may be, through its Deposit Withdrawal Agent Commission system.


 




    	 



     


    

 


3.3.3.
Valid Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant
Agreement shall be duly authorized, validly issued, fully paid and non-assessable.


 


3.3.4.
No Fractional Exercise. No fractional Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of any adjustment
made pursuant to Section 4, a Holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


3.3.5.
No Transfer Taxes. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and
such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached to the Warrant duly executed by the Holder and the Company
may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.


 


3.3.6.
Date of Issuance. The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date,
except that, if the Exercise Date is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have
become the holder of such shares at the open of business on the next succeeding date on which the stock transfer books are open.


 


3.3.7.
Restrictive Legend Events; Cashless Exercise Under Certain Circumstances. (a) The Company shall use it reasonable best efforts
to maintain the effectiveness of the Registration Statement and the current status of the prospectus included therein or to file and
maintain the effectiveness of another registration statement and another current prospectus covering the Tradeable Warrants and
the Tradeable Warrant Shares at any time that the Tradeable Warrants are exercisable. The Company shall provide to the
Warrant Agent and each Holder prompt written notice of any time that the Company is unable to deliver the Tradeable Warrant Shares
via DTC transfer or otherwise without restrictive legend because: (i) the Commission has issued a stop order with respect to the Registration
Statement, (ii) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily
or permanently, (iii) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
(iv) the prospectus contained in the Registration Statement is not available for the issuance of the Tradeable Warrant Shares
to the Holder, or (v) otherwise (each a “Restrictive Legend Event”). To the extent that the Tradeable
Warrants cannot be exercised as a result of a Restrictive Legend Event or a Restrictive Legend Event occurs after a Holder has exercised
Tradeable Warrants in accordance with the terms of the Tradeable Warrants but prior to the delivery of the Tradeable
Warrant Shares, the Company shall, at the election of the Holder, which shall be given within five (5) days of receipt of such notice
of the Restrictive Legend Event, either (i) rescind the previously submitted Election to Purchase and the Company shall return all consideration
paid by registered holder for such shares upon such rescission, or (ii) treat the attempted exercise as a cashless exercise as described
in paragraph (b) below and refund the cash portion of the exercise price to the Holder.


 




    	 



     


    

 


(b)
If a Restrictive Legend Event has occurred, the Tradeable Warrant shall only be exercisable on a cashless basis. Notwithstanding
anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in
lieu of delivery of the Tradeable Warrant Shares. Upon a “cashless exercise”, the Holder shall be entitled to receive
the number of Tradeable Warrant Shares equal to the quotient obtained by dividing (A-B) (X) by (A), where:


 


	 	(A)	=	as
applicable: (i) the VWAP on the Trading Day immediately preceding the Exercise Date if the Holder’s Election to Purchase is (1)
both executed and delivered pursuant to Section 3.37(a) hereof on a day that is not a Trading Day, or (2) both executed and delivered
pursuant to Section 3.37(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68)
of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the
VWAP on the Trading Day immediately preceding the date of the applicable Election to Purchase, or (z) the Bid Price of the Common Stock
on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Election
to Purchase if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within
two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant
to Section 3.37(a) hereof, or (iii) the VWAP on the date of the applicable Election to Purchase if the date of such Notice of Exercise
is a Trading Day and such Election to Purchase is both executed and delivered pursuant to Section 3.37(a) hereof after the close of “regular
trading hours” on such Trading Day;
	 	 	 	 
	 	(B)	=	the
    Exercise Price of the Tradeable Warrant, as adjusted as set forth herein; and
	 	 	 	 
	 	(X)	=
    	the
    number of Tradeable Warrant Shares that would be issuable upon exercise of the Tradeable Warrant in accordance with
    the terms of the Tradeable Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 





If the Tradeable Warrant Shares
are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities
Act, the Tradeable Warrant Shares shall take on the registered characteristics of the Tradeable Warrants being exercised and the
Company agrees not to take any position contrary thereto. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant
Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Tradeable Warrant Shares issuable
in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent in a written notice, and the
Warrant Agent shall have no duty, responsibility or obligation under this section to calculate, the number of Tradeable Warrant Shares
issuable in connection with any cashless exercise. The Warrant Agent shall be entitled to rely conclusively on any such written notice
provided by the Company, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance
with such written instructions or pursuant to this Warrant Agreement.

 




    	 



     


    

 


3.3.8.
Restrictive Legend of Non-tradeable Warrants. No registration is required for the offer and sale of the Non-tradeable
Warrants by the Company to the Holders. The Non-tradeable Warrants may only be disposed of in compliance with state and federal
securities laws. In connection with any transfer of Non-tradeable Warrants other than pursuant to an effective registration statement
or Rule 144 promulgated under the Securities Act, the Company may require the transferor thereof to provide to the Company an opinion
of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Non-tradeable
Warrant under the Securities Act. Certificates evidencing the Non-tradeable Warrants shall not contain any legend: (i) while a registration
statement covering the resale of such security is effective under the Securities Act; (ii) following any sale of such Non-tradeable
Warrants pursuant to Rule 144 (assuming cashless exercise of the Non-tradeable Warrants); (iii) if such Non-tradeable Warrants
are eligible for sale under Rule 144 (assuming cashless exercise of the Non-tradeable Warrants); or (iv) if such legend is not required
under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the
Commission). The Company shall cause its counsel to issue a legal opinion to the Warrant Agent or the Holder promptly if required by
the Warrant Agent to effect the removal of the legend hereunder, or if requested by a Holder, respectively. If all or any portion of
a Non-tradeable Warrant is exercised at a time when a legend is not required pursuant to clauses (i)-(iv) above, then such Non-tradeable
Warrants shall be issued free of all legends.

 


3.3.9.
Disputes. In the case of a dispute as to
the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable in connection with any
exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.


 


3.3.10.
Beneficial Ownership Limitation. A Holder
shall not have the right to exercise any Warrants to the extent that after giving effect to the issuance of Warrant Shares after exercise
as set forth on the applicable Election to Purchase, such Holder or a Person holding through such Holder (together with such Holder’s
or Person’s Affiliates (as defined in Rule 405 under the Securities Act), and any other Persons acting as a group together with
that Holder or person or any of that Holder’s or person’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of 9.99% (“Beneficial Ownership Limitation”) of the Company’s Common Stock.
For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and
Attribution Parties shall include the number of Warrant Shares that would be owned by that Person issuable upon exercise of the Warrants
with respect to which such determination is being made, but shall exclude the number of shares of Common Stock (a) which would be issuable
upon exercise of the remaining, non-exercised Warrants beneficially owned by that Holder or any of its Affiliates or Attribution Parties
and (b) which would be issuable upon exercise or conversion of the unexercised or nonconverted portion of any other securities of the
Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.. Except as set forth
in the preceding sentence, for purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended, and the rule and regulations promulgated thereunder (the “Exchange Act”),
it being acknowledged by the Holder that neither the Warrant Agent nor the Company is representing to the Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules required
to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.10 applies, the determination of
whether a Warrant is exercisable and of which portion of the Warrant is exercisable shall be in the sole discretion of the Holder, and
the submission of an Election to Purchase shall be deemed to be the Holder’s determination of whether such Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and which portion of the Warrant
is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination
and neither of them shall have any liability for any error made by the Holder or any other Person. In addition, a determination as to
any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 3.3.10, in determining the number of outstanding shares of Common Stock, a
Holder or other Person may rely on the number of outstanding shares of Common Stock as reflected in (a) the Company’s most recent
periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (b) a more recent public announcement
by the Company or (c) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares
of Common Stock outstanding. For any reason at any time, upon the written or oral request of a Person that represents that it is or is
acting on behalf of a Holder, the Company shall, within one (1) Trading Day, confirm orally or in writing or by e-mail to that Person
the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by the Holder or its Affiliates
or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number
of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise
of this Warrant. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial
Ownership Limitation to any other percentage not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of
this Section 3.3.10 shall continue to apply. as specified in such notice, provided that any increase in the Beneficial Ownership Limitation
will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and any such increase
or decrease will apply only to the Holder and its Affiliates and Attribution Parties and not to any other holder of Warrants. The provisions
of this Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
3.3.10 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership
limitation herein contained. The limitations contained in this paragraph shall apply to a successor holder of the Warrant.




 




    	 



     


    

 


4.
Adjustments.


 


4.1.
Adjustment upon Subdivisions or Combinations. If the Company, at any time while a Warrant is outstanding: (i) pays a stock
dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
upon exercise of the Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by
a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event,
and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price
of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 4.1 shall become effective immediately after the
record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or re-classification. The Company shall promptly notify Warrant Agent
of any such adjustment and give specific instructions to Warrant Agent with respect to any adjustments to the warrant register.


 


4.2.
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 4.1 above, if at
any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property
pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of such Holder’s Warrant (without
regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided,
however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial
ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall
be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial
Ownership Limitation).


 


4.3.
Pro Rata Distributions. During such time as a Holder’s Warrant is outstanding, if the
Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares
of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar
transaction) (a “Distribution”), at any time after the issuance of such Holder’s Warrant, then, in each such
case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of the Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is
taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to
be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate
in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled
to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever,
as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 




    	 



     


    

 


4.4.
Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding, (a) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person,
(b) 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, (c) any, direct or indirect, purchase offer, tender offer
or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Stock, (d) 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 (e) the Company, directly or indirectly, in one or more related transactions consummates
a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person or group of Persons, whereby such other Person or group acquires more than 50%
of the outstanding shares of Common Stock (not including any shares of 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 a Warrant, each Holder shall
have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction at the option of the Holder (without regard to any limitation in Section 3.3.10 on the exercise of the
Warrants), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction
by a holder of the number of shares of Common Stock for which each Warrant is exercisable immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 3.3.10 on the exercise of the Warrants). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration that such Holder receives upon any exercise of each Warrant
following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company
is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this
Warrant Agreement in accordance with the provisions of this Section 4.4 pursuant to written agreements in form and substance reasonably
satisfactory to the Holders of a majority in interest of the Warrants then outstanding and approved by such Holder or Holders (without
unreasonable delay) prior to such Fundamental Transaction and shall, at the option and written request of such Holder, deliver to such
Holder in exchange for the applicable Warrants created by this Warrant Agreement a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to the Warrants which are exercisable for a corresponding number of shares of capital
stock of such Successor Entity (or its parent entity), equivalent to the shares of Common Stock acquirable and receivable upon exercise
of this Warrant (without regard to any limitations on the exercise of the Warrant) prior to such Fundamental Transaction, and with an
exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value
of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares
of capital stock and such exercise price being for the purpose of protecting the economic value of the Warrant immediately prior to the
consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holders of a majority
in interest of the Warrants then outstanding. 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 Warrant Agreement
and the Warrants 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 Warrant Agreement and the Warrants with the same
effect as if such Successor Entity had been named as the Company herein and therein. The Company shall instruct the Warrant Agent in writing
to mail by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment, supplement or agreement
with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation or transferee shall provide
for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4.4. The Warrant
Agent shall have no duty, responsibility or obligation to determine the correctness of any provisions contained in such agreement or such
notice, including but not limited to any provisions relating either to the kind or amount of securities or other property receivable upon
exercise of Warrants or with respect to the method employed and provided therein for any adjustments, and shall be entitled to rely conclusively
for all purposes upon the provisions contained in any such agreement. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales and conveyances of the kind described above.





 




    	 



     


    

 


4.5.
Calculations. All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 4, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


4.6.
Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting
from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written notice to
each Holder, at the last address set forth for such holder in the Warrant Register, as of the record date or the effective date of the
event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent
shall be entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided
by the Company with respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant, or any
related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with
any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge
of any such adjustment unless and until it shall have received written notice thereof from the Company.


  


5.
Restrictive Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the transfer of or delivery
of a Warrant Certificate for a fraction of a Warrant.


 


6.
Other Provisions Relating to Rights of Holders of Warrants.


 


6.1.
No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants,
shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall
anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of
Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether
any reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise), receive notice
of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.


 


6.2.
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant
Agreement.


 


7.
Concerning the Warrant Agent and Other Matters.


 


7.1.
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing
by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected
for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in
accordance with this Section 7.1.


 


7.2.
(a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company
shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s
out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant
Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive
rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use
of the Warrant Agent’s billing systems.


 




    	 



     


    

 


(b)
All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent
payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date.
The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquent
payments.


 


(c)
No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.


 


7.3.
As agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set forth
herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no representations
and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant Shares; (c) shall
not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, and
where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to
act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected
in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other
document or security delivered to the Warrant Agent and believed by it to be genuine and to have been signed by the proper party or parties;
(f) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating
thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations
relating to the Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully
authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating
to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the
Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the
Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s
duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications
by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed
to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or
such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in
accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less
than five Business Days after the date such application is sent to the Company, unless the Company shall have consented in writing to
any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions in response to such
application specifying the action to be taken or omitted; (i) may consult with counsel satisfactory to the Warrant Agent, including its
in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken,
suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (j) may perform any of its duties
hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible
for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it
in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting
fees to any Person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United
States of America or any political subdivision thereof.


 




    	 



     


    

 


7.4.
(a) In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any action
taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement.
Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect,
incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the
Warrant Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the
Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable
for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not
limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience,
riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures
including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b) In the event
any question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this
Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held
liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file
a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction,
binding on all Persons interested in the matter which is no longer subject to review or appeal, or settled by a written document in form
and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require
for such purpose, but shall not be obligated to require, the execution of such written settlement by all the Holders and all other Persons
that may have an interest in the settlement.


 


7.5.
The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses
of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result
of the Warrant Agent’s gross negligence or willful misconduct.


 


7.6.
Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date and
the date on which no Warrants remain outstanding (the “Termination Date”). On the Business Day following the Termination
Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Agent’s
right to be reimbursed for fees, charges and out-of-pocket expenses as provided in this Section 7 shall survive the termination of this
Warrant Agreement.


 




    	 



     


    

 


7.7.
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall
be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it
to the full extent permitted by applicable law.


 


7.8.
The Company represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
(b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including
this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute
a default under the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument
to which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the
legal, valid, binding and enforceable obligation of the Company; (d) the Warrants will comply in all material respects with all applicable
requirements of law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection
with the offering of the Warrants.


 


7.9.
In the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from time
to time be amended, the terms of this Warrant Agreement shall control.


 


7.10.
Set forth in Exhibit C hereto is a list of the names and specimen signatures of the Persons authorized to act for the Company
under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify to
you the names and signatures of any other Persons authorized to act for the Company under this Warrant Agreement.


 


7.11.
Except as expressly set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement
shall be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its
signature to this Agreement, or, if to the Warrant Agent, to VStock Transfer, LLC 18 Lafayette Place, Woodmere, New York 11598,
or to such other address of which a party hereto has notified the other party.


 


7.12.
(a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings
relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of
Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that
any service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address
last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding
arising out of or relating to this Warrant Agreement.


 




    	 



     


    

 


(b)
This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant
Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the
other party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an
assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation,
sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment
of this Warrant Agreement.


 


(c)
No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties. The Company
and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for the purpose of curing any
ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
determine, in good faith, shall not adversely affect the interest of the Holders. All other amendments and supplements shall require
the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants, provided that adjustments may be made to the
Warrant terms and rights in accordance with Section 4 without the consent of the Holders unless otherwise stated herein.


 


7.13.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require
the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer
of Warrants or any delivery of any Warrant Shares unless or until the Persons requesting the registration or issuance shall have paid
to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable
satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.


 


7.14.
Resignation of Warrant Agent.


 


7.14.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company,
or such shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor
Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter
period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise,
the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent,
then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent
at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the
duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent),
whether appointed by the Company or by such court, shall be a Person organized and existing under the laws of any state of the United
States of America, in good standing, and authorized under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed, and except for executing and delivering documents as provided in the sentence that follows,
the predecessor Warrant Agent shall have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled
to all rights that survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but
not limited to its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company,
the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor
Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant
Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 




    	 



     


    

 


7.14.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


7.14.3.
Merger or Consolidation of Warrant Agent. Any Person into which the Warrant Agent may be merged or converted or with which it
may be consolidated or any Person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party
or any Person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor
Warrant Agent under this Warrant Agreement, without any further act or deed.


 


8.
Miscellaneous Provisions.


 


8.1.
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied
from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any Person or corporation other than
the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof.


 


8.2.
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office
of the Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require
any such holder to provide reasonable evidence of its interest in the Warrants.


 


8.3.
Counterparts. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 




    	 



     


    

 


8.4.
Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall
not affect the interpretation thereof.


 


9.
Certain Definitions. As used herein, the following terms shall have the following meanings:


 


(a)
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled
by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


(b)
“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the
Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not listed or quoted on a Trading
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported
on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably
acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


(c)
“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder
thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock


 


(d)
“Board of Directors” means the board of directors of the Company.


 


(e)
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint
venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


(f)
“Trading Day” means a day on which the Common Stock is traded on a Trading Market.


 


(g)
“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for
trading on the date in question: NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the
New York Stock Exchange (or any successors to any of the foregoing).


 


(h)
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (i) if the Common
Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the
nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City Time) to 4:02 p.m. (New York City Time)); (ii) if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
; (iii) if the Common Stock are not then listed or quoted for trading on the OTCQB or OTCQX and if prices for the Common Stock are then
reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
Bid Price per share of the Common Stock so reported; or (iv) in all other cases, the fair market value of a share of Common Stock as
determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding
and reasonably acceptable to Company, the fees and expenses of which shall be paid by the Company.


 


[Signature
Page to Follow]


 




    	 



     


    

 


IN
WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	BIOAFFINITY
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	                                 
	 	Name: 	Maria Zannes
	 	Title:	President & CEO
	 	 	 
	 	VSTOCK TRANSFER,
    LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


EXHIBIT
A


 


[TO
BE INCLUDED IN THE TRADEABLE GLOBAL CERTIFICATE]


 


Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede
& Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


BIOAFFINITY
TECHNOLOGIES, INC.


WARRANT
CERTIFICATE

NOT EXERCISABLE AFTER [●], 2027


 


This
certifies that the Person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants
set forth below. Each Warrant entitles its registered holder to purchase from bioAffinity Technologies, Inc., a company incorporated
under the laws of the State of Delaware (the “Company”), at any time prior to 5:00 P.M. (Eastern Standard Time) on
[●], 2027, one share of common stock, par value $0.007 per share, of the Company (each, a “Warrant Share” and
collectively, the “Warrant Shares”), at an exercise price of $7.35 per share, subject to possible adjustments
as provided in the Warrant Agreement (as defined below).


 


This
Warrant Certificate, with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be
exchanged for another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or
Warrant Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate
at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed
or accompanied by proper instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant Agent
may reasonably request and duly stamped as may be required by the laws of the State of New York and of the United States of America.


 


The
terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant
Agent Agreement dated as of [●], 2022 (the “Warrant Agreement”) between the Company and VStock Transfer,
LLC (the “Warrant Agent”). A copy of the Warrant Agreement is available for inspection during business hours at the
office of the Warrant Agent.


 




    	 



     


    

 


This
Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory
of the Warrant Agent.


 


WITNESS
the facsimile signature of a proper officer of the Company.


 


	 	BIOAFFINITY
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	                           
	 	Name: 	Maria Zannes
	 	Title:	President & CEO


 


	Dated: ________________	 
	 	 
	Countersigned:	 


 


	VSTOCK TRANSFER,
    LLC	 
	 	 	 
	By:	                   	 
	Name: 	 	 
	Title:	 	 


 


PLEASE
DETACH HERE


 


 






 


Certificate
No.:_________ Number of Warrants:__________


 


WARRANT
CUSIP NO.: _09076W 117


 


BIOAFFINITY
TECHNOLOGIES, INC.


 




    	 



     


    

 












EXHIBIT
B


 


[TO
BE INCLUDED IN THE NON-TRADEABLE GLOBAL CERTIFICATE]


 


BIOAFFINITY
TECHNOLOGIES, INC.


WARRANT
CERTIFICATE


NOT
EXERCISABLE AFTER [●], 2027


 


This
certifies that the Person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants
set forth below. Each Warrant entitles its registered holder to purchase from bioAffinity Technologies, Inc., a company incorporated
under the laws of the State of Delaware (the “Company”), at any time prior to 5:00 P.M. (Eastern Standard Time) on
[●], 2027, one share of common stock, par value $0.007 per share, of the Company (each, a “Warrant Share” and
collectively, the “Warrant Shares”), at an exercise price of $7.656 per share, subject to possible adjustments
as provided in the Warrant Agreement (as defined below).


 


This
Warrant Certificate, with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be
exchanged for another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or
Warrant Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate
at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed
or accompanied by proper instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant Agent
may reasonably request and duly stamped as may be required by the laws of the State of New York and of the United States of America.


 


The
terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant
Agent Agreement dated as of [●], 2022 (the “Warrant Agreement”) between the Company and VStock Transfer, LLC
(the “Warrant Agent”). A copy of the Warrant Agreement is available for inspection during business hours at the office
of the Warrant Agent.


 


This
Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory
of the Warrant Agent.


 


WITNESS
the facsimile signature of a proper officer of the Company.


 


	 	 	BIOAFFINITY
    TECHNOLOGIES, INC.
	 	 	 	 
	 	 	By:	 
	 	 	Name:	Maria
    Zannes
	 	 	Title:	President
    & CEO
	 	 	 	 
	Dated:	 _______________	 	 
	 	 	 	 
	Countersigned:	 	 
	 	 	 	 
	VSTOCK
    TRANSFER, LLC	 	 
	 	 	 	 
	By:	 	 	 
	Name:	 	 	 
	Title:		 	 


 


PLEASE
DETACH HERE

——————————————————————————————————————


 


Certificate
No.:_________ Number of Warrants:__________


 


BIOAFFINITY
TECHNOLOGIES, INC.


 






    	 



     


    







 






EXHIBIT
C


 


[Form
of Election to Purchase]


 


(To
Be Executed Upon Exercise Of Warrants not evidenced by a Global Certificate)


 


TO:
BIOAFFINITY TECHNOLOGIES, INC.


 


(1)
The undersigned hereby elects to purchase [●] Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)
Payment shall take the form of (check applicable box):


 


[  ]
in lawful money of the United States; or


 


[  ]
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).


 


(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 




	 	 	 



 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 






















	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


(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:
    __________________________________________________________________________________


 










    	 



    	 



    




 


EXHIBIT
D


 


AUTHORIZED
REPRESENTATIVES


 


	Name	 	Title	 	Signature
	Maria
    Zannes	 	President/Chief
    Executive Officer