Form 8-K

8-K — bioAffinity Technologies, Inc.

Accession: 0001493152-26-046548

Filed: 2026-10-09

Period: 2026-10-08

CIK: 0001712762

SIC: 8731 (SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-1.1 (ex1-1.htm)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-4.3 (ex4-3.htm)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

GRAPHIC (ex5-1_001.jpg)

GRAPHIC (ex99-1_001.jpg)

GRAPHIC (ex99-1_002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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iso4217:USD

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xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 8, 2026

bioAffinity

Technologies, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-41463

46-5211056

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

3300

Nacogdoches Road, Suite 216

San

Antonio, Texas 78217

(Address

of principal executive offices, including zip code)

(210)

698-5334

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title

of each class

Trading

Symbols

Name

of each exchange on which registered

Common

Stock, par value $0.007 per share

BIAF

The

Nasdaq Stock Market LLC

(Nasdaq

Capital Market)

Warrants to purchase Common

Stock

BIAFW

The

Nasdaq Stock Market LLC

(Nasdaq

Capital Market)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

October 8, 2026, bioAffinity Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase

Agreement”) with an institutional investor, pursuant to which the Company agreed to issue and sell to such investor: (i) 116,545

shares (the “Shares”) of common stock of the Company (the “Common Stock”), and (ii) pre-funded warrants to purchase

up to an aggregate of 536,836 shares of Common Stock (the “Pre-Funded Warrants”). The offering price was $6.122 per Share

and $6.115 per Pre-Funded Warrant. The Shares and Pre-Funded Warrants were offered by the Company pursuant to its shelf registration

statement on Form S-3 (File No. 333-275608), which was declared effective by the Securities and Exchange Commission on November 27, 2023.

For

each share of Common Stock or Pre-Funded Warrant purchased by the investors, the Company, in a private placement pursuant to the Purchase

Agreement, concurrently issued to such investors an unregistered warrant (each a “Warrant” and, collectively, the “Warrants”)

to purchase one an aggregate of 980,072 shares of Common Stock. The

Warrants have an exercise price of $6.122 per share, and are exercisable commencing on the date of stockholder approval (the “Initial

Exercise Date”) and for a period of five years from the Initial Exercise Date. Such Warrants may be exercised on a cashless basis

if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available

for the resale of, the shares issuable upon exercise of Warrants. The exercise price is subject to customary adjustments in the event

of stock splits, stock dividends and similar recapitalization transactions.

The

Warrant contains a beneficial ownership limitation which provides that the Company shall not effect any exercise, and a holder shall

not have the right to exercise, any portion of a Warrant to the extent that, after giving effect to the exercise, such holder (together

with such holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately

after giving effect to the issuance of shares issuable upon the exercise. This limitation may be waived (up to a maximum of 9.99%) by

a holder in its sole discretion upon not less than sixty-one (61) days’ prior notice to the Company.

connection with the private placement transaction, the Company entered into a registration rights agreement (the “Registration

Rights Agreement”) with the investor, pursuant to which the Company agreed to prepare and file a registration statement (the “Resale

Registration Statement”) with the Securities and Exchange Commission (the “SEC”) registering the resale of the PIPE

Shares and the Warrant Shares no later than 45 days after the date of the Registration Rights Agreement, and to use best efforts to have

the registration statement declared effective no later than 90 days after the date of the Registration Rights Agreement (or 120 days

following the date of the Registration Rights Agreement in the event of a “full review” by the SEC).

The

closing of the sales of these securities under the Purchase Agreement took place on October 9,

2026.

The

gross proceeds from the offering were approximately $4 million, prior to deducting placement agent’s fees and other offering expenses

payable by the Company. The Company intends to use the net proceeds from the offering for working capital and other general corporate

purposes.

The

Warrants and the shares issuable upon exercise of the Warrants were sold without registration under the Securities Act of 1933 (the “Securities

Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering

and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable

state laws.

The

representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the

Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between

the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different

from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included

with this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with

any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties

may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

October 8, 2026, the Company entered into a placement agency agreement (the “Placement Agency

Agreement”) with WallachBeth Capital LLC,

as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as placement agent

on a reasonable “best efforts” basis in connection with the offering. The Company agreed to pay the Placement Agent an aggregate

cash fee equal to 7.5% of the gross proceeds from the sale of securities in the Offering. The Company also agreed to issue

the Placement Agent (or its designees) a warrant (the “Placement Agent Warrant”) to purchase up to 3% of the aggregate

number of shares of Common Stock and Pre-Funded Warrants sold in the Offering, or warrants to purchase up to 19,602 shares of Common

Stock, at an exercise price equal to $6.122 per share. The Placement Agent Warrant is exercisable immediately upon issuance for a period

of five years following the commencement of the sales pursuant to the Offering. In addition, the Company agreed to pay the Placement

Agent $70,000 for fees and expenses of legal counsel and other out-of-pocket expenses.

-2-

The

foregoing descriptions of the Placement Agency Agreement, Pre-Funded

Warrant, Warrant, Placement Agent Warrant, Purchase

Agreement, and Registration Rights Agreement are

not complete and are qualified in their entirety by reference to the full text of the form of Placement

Agency Agreement, form of Pre-Funded Warrant,

form of Warrant, form of Placement Agent Warrant, form of Purchase Agreement, and form of Registration

Rights Agreement, copies of which are filed as

Exhibits 1.1, 4.1,

4.2, 4.3, 10.1 and

10.2, respectively,

to this Current Report on Form 8-K and are incorporated by reference herein.

The

legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the securities issued in the Offering

is filed herewith as Exhibit 5.1.

Item

3.02 Unregistered Sales of Equity Securities.

Reference

is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.

The

Warrants and the Placement Agent Warrants and the shares issuable upon exercise of the Warrants and Placement Agent Warrants have not

been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state,

and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or

Rule 506 promulgated thereunder.

Item

8.01 Other Events.

Press

Releases

October 8, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished

as Exhibit 99.1 to this Form 8-K.

October 9, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished

as Exhibit 99.2 to this Form 8-K.

ATM

Agreement

October 8, 2026, the Company suspended the use of its prospectus supplement and related prospectus filed with the SEC and dated May 27,

2025, filed as a part of our registration statement on Form S-3 (File No. 333-275608) relating to the At the Market Issuance Sales Agreement,

dated May 22, 2025, or the sales agreement, by and between the Company and the Placement Agent. The Company will not make any sales of

Common Stock pursuant to the sales agreement unless and until a new prospectus supplement is filed with the SEC. Other than the termination

of the prospectus supplement and prospectus relating to the sales agreement, the sales agreement remains in full force and effect.

Item

9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

1.1

Form of Placement Agency Agreement

4.1

Form of Pre-Funded Warrant

4.2

Form of Warrant

4.3

Form of Placement Agent Warrant

5.1

Opinion of Sheppard, Mullin, Richter & Hampton LLP

10.1

Form of Securities Purchase Agreement

10.2

Form of Registration Rights Agreement

99.1

Press Release issued by bioAffinity Technologies, Inc., dated October 8, 2026

99.2

Press Release issued by bioAffinity Technologies, Inc., dated October 9, 2026

104

Cover Page Interactive

Data File (embedded within the XBRL document)

-3-

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K

to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 9, 2026

BIOAFFINITY

TECHNOLOGIES, INC.

By:

/s/ Maria

Zannes

Name:

Maria Zannes

Title:

President and Chief

Executive Officer

-4-

EX-1.1

Filename: ex1-1.htm · Sequence: 2

Exhibit

1.1

PLACEMENT

AGENCY AGREEMENT

October

8, 2026

bioAffinity

Technologies Inc.

3300

Nacogdoches Road,

Suite 216 San Antonio, TX 78217

Ladies

and Gentlemen:

Subject

to the terms and conditions herein (this “Agreement”), bioAffinity Technologies Inc., a Delaware corporation (the

“Company”), hereby agrees to sell up to an aggregate of approximately $4,000,000 of registered and unregistered securities

of the Company, including, but not limited to, an aggregate of up to 653,381 shares of the Company’s common stock (the “Shares”)

par value $0.007 per share (the “Common Stock”) (or pre-funded warrants to purchase shares of Common Stock in lieu

thereof (the “Pre-Funded Warrants” and the Common Stock underlying the Pre-Funded Warrants, the “Pre-Funded

Warrant Shares”)), and unregistered common stock purchase warrants to purchase up to an aggregate of 980,072 shares of Common

Stock (the “Warrants” and the Common Stock underlying the Warrants, the “Warrant Shares”, and the

Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants and the Warrant Shares, the “Securities”)

directly to various investors (each, an “Investor” and, collectively, the “Investors”) through

WallachBeth Capital, LLC as placement agent (the “Placement Agent”). The documents executed and delivered by the Company

and the Investors in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement

(the “Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents.”

The purchase price to the Investors for each Share is $6.122 and for each Pre-Funded Warrant is $6.115 (equal to the purchase price per

Share less the exercise price of $0.007 per Pre-Funded Warrant Share), and the exercise price to the Investors for each share of Common

Stock issuable upon exercise of the Warrants is $6.122. The Placement Agent may retain other brokers or dealers to act as sub-agents

or selected-dealers on its behalf in connection with the Offering. Capitalized terms used and not otherwise defined herein shall have

the respective meanings given to them in the Purchase Agreement.

The

Company hereby confirms its agreement with the Placement Agent as follows:

Section

1. Agreement to Act as Placement Agent.

(a) On

the basis of the representations, warranties, and agreements of the Company herein contained, and subject to all the terms and conditions

of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company

of the Shares and the Pre-Funded Warrants pursuant to the Company’s registration statement on Form S-3 (File No. 333-275608) (the

“Registration Statement”), with a concurrent private placement of the Warrants, with the terms of such offering (the

“Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective

Investors. The Placement Agent will act on a reasonable best-efforts basis and the Company agrees and acknowledges that there is no guarantee

of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement

Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its

own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal.

The Placement Agent shall have no authority to bind the Company with respect to any offer to purchase Securities and the Company shall

have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms

and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each

a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance

of the Securities shall occur via “Delivery Versus Payment”,i.e., on the Closing Date, the Company shall issue the Securities

directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically

deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer

to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and

expenses set forth below:

(i) Cash

Fee. A cash fee (the “Cash Fee”) equal to seven and one-half percent (7.5%) of the gross proceeds from the sale

of Securities at the Closing by deduction from the proceeds thereof.

(ii) Expenses.

The Company agrees to reimburse the Placement Agent’s expenses up to a maximum of Seventy Thousand Dollars ($70,000) payable immediately

upon the Closing of the Offering.

(iii) Placement

Agent Warrants. The Company agrees to issue to the Placement Agent or its designee(s) that number of warrants equal to three percent

(3%) of the aggregate number of Shares and Pre-Funded Warrant Shares sold in the Offering, in the form of Exhibit A attached hereto

(the “Placement Agent Warrants”).

(b) The

term of the Placement Agent’s engagement will be until the earlier of (i) the final closing of the Offering and (ii) a party hereto

terminating the engagement with respect to itself upon ten (10) days written notice to the other parties. Notwithstanding anything to

the contrary contained herein, the provisions concerning confidentiality, indemnification, and contribution contained herein and the

Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement,

and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable

pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g), will survive any expiration or

termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates

to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory, or any other business relationship with

Persons (as defined below) other than the Company. As used herein (i) “Persons” 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 and (ii) “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 of 1933, as amended (the “Securities Act”). The rules and regulations

of the United States Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act are

referred to as (the “Rules and Regulations”).

Section

2. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants, and covenants to the Placement

Agent as of the date hereof, and as of each Closing Date, as follows:

(a) Securities

Law Filings. The Company has filed with the Commission the Registration Statement under the Securities Act, which was declared effective

on November 27, 2023 for the registration of the Shares and the Pre-Funded Warrants (including the Pre-Funded Warrant Shares) under the

Securities Act. Following the determination of pricing among the Company and the prospective Investors introduced to the Company by Placement

Agent, and subject to the Company’s acceptance of such Investors’ offers to purchase the Securities and their respective

execution and delivery of Purchase Agreements, the Company will file with the Commission pursuant to Rules 430A and 424(b) under the

Securities Act, and the Rules and Regulations, a final prospectus supplement relating to the placement of the Shares, their respective

pricings and the plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with

respect to the Company required to be set forth therein. Such registration statement, at any given time, including the exhibits thereto

filed at such time, as amended at such time, is hereinafter called the “Registration Statement”; such prospectus in

the form in which it appears in the Registration Statement at the time of effectiveness, together with any preliminary prospectus supplement

relating to the Offering, is hereinafter called the “Base Prospectus”; and the final prospectus supplement, in the

form in which it is filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as it may be amended or supplemented)

is hereinafter called the “Final Prospectus.” The Registration Statement at the time it originally became effective

is hereinafter called the “Original Registration Statement.” Any reference in this Agreement to the Registration Statement,

the Original Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, or the Final Prospectus shall be deemed

to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which

were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given time, as

the case may be; and any reference in this Agreement to the terms “amend,” “amendment,” or “supplement”

with respect to the Registration Statement, the Original Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement,

or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this

Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus Supplement, or the Final Prospectus, as the case may

be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other

information which is “contained,” “included,” “described,” “referenced,” “set forth,”

or “stated” in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, or the Final Prospectus

(and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information

which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, the Preliminary Prospectus

Supplement, or the Final Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of

Sale Disclosure Package” means the Base Prospectus and any issuer free writing prospectus as defined in Rule 433 of the Act

(each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing

to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires,

the Base Prospectus, the Final Prospectus, and any supplement to either thereof. The Company has not received any notice that the Commission

has issued or intends to issue a stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus

or any prospectus supplement thereto or intends to commence a proceeding for any such purpose.

(b) Assurances.

The Original Registration Statement, as amended (and any further documents to be filed with the Commission), contained in all material

respects at the time of filing and contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement

and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act

and the applicable Rules and Regulations and did not knowingly contain any untrue statement of a material fact or knowingly omit to state

a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus and the

Final Prospectus, each as of its respective date, comply or will comply in all material respects with the Securities Act and the applicable

Rules and Regulations. Each of the Base Prospectus and the Final Prospectus, as amended or supplemented, did not and will not knowingly

contain as of the date thereof any untrue statement of a material fact or knowingly omit to state a material fact necessary in order

to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however,

that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information

furnished in writing to the Company by the Placement Agent expressly for use therein. The Incorporated Documents, when they were filed

with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations

promulgated thereunder, and none of such documents, when they were filed with the Commission, knowingly contained any untrue statement

of a material fact or knowingly omitted to state a material fact necessary to make the statements therein (with respect to Incorporated

Documents incorporated by reference in the Base Prospectus or Final Prospectus), in light of the circumstances under which they were

made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date

thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be

filed with the Commission. Except for this Agreement, there are no documents required to be filed with the Commission in connection with

the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed

within the requisite time period. Except for this Agreement, there are no contracts or other documents required to be described in the

Base Prospectus or Final Prospectus, or to be filed as exhibits or schedules to the Registration Statement, which have not been described

or filed as required.

Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to each

Closing Date, any offering material in connection with the Offering other than the Time of Sale Disclosure Package and any other materials

permitted by the Securities Act.

(d) Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this Agreement and the Time of Sale Disclosure Package and otherwise to carry out its obligations hereunder and thereunder. The execution

and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and under the Final

Prospectus have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company,

the Company’s Board of Directors (the “Board of Directors”) or the Company’s shareholders in connection

therewith other than in connection with the Required Approvals. This Agreement has been duly executed by the Company and, when delivered

in accordance with the terms hereof, assuming due authorization, execution, and delivery by the Placement Agent, will constitute the

legal, valid, and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited

by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable

law.

(e) No

Conflicts. The execution, delivery, and performance by the Company of this Agreement and the transactions contemplated pursuant to

the Time of Sale Disclosure Package, the issuance and sale of the Securities and the consummation by it of the transactions contemplated

hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s amended

and restated certificate of incorporation, amended and restated bylaws or other organizational or charter documents, or (ii) conflict

with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation

of any Lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration,

or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt, or other instrument (evidencing

a Company or Subsidiary debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of

the Company is bound or affected, or (iii) assuming the accuracy of the representations and warranties of the Placement Agent set forth

in Section 3 hereof and subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order,

judgment, injunction, decree, or other restriction of any court or governmental authority to which the Company is subject (including

federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in

the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e) Certificates.

Any certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement Agent shall

be deemed to be a representation and warranty by the Company (and not in such officer’s personal capacity) to the Placement Agent

as to the matters set forth therein.

(f) Reliance.

The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations and warranties

and hereby consents to such reliance.

(g) Forward-Looking

Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act) contained in the Time of Sale Disclosure Package has been made or reaffirmed without a reasonable basis or has been disclosed other

than in good faith.

(h) Statistical

or Market-Related Data. Any statistical, industry-related, and market-related data included or incorporated by reference in the Time

of Sale Disclosure Package, are based on or derived from sources that the Company reasonably and in good faith believes to be reliable

and accurate, and such data agree with the sources from which they are derived.

(i) Certain

Fees; FINRA Affiliations. Except as set forth in the Registration Statement and Prospectus Supplement, no brokerage or finder’s

fees or commissions are or will be payable by the Company, any Subsidiary or Affiliate of the Company to any broker, financial advisor

or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the

Transaction Documents. There are no other arrangements, agreements or understandings of the Company or, to the Company’s knowledge,

any of its shareholders that may affect the Placement Agent’s compensation, as determined by FINRA. Other than payments to the

Placement Agent for this Offering or as set forth in the Registration Statement and Prospectus, the Company has not made and has no agreements,

arrangements or understanding to make any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s

fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons

who raised or provided capital to the Company; (ii) any FINRA member participating in the offering as defined in FINRA Rule 5110 (a “Participating

Member”); or (iii) any person or entity that has any direct or indirect affiliation or association with any Participating Member,

within the 180-day period preceding the initial filing of the Registration Statement through the 60-day period after the Effective Date.

None of the net proceeds of the Offering will be paid by the Company to any Participating Member or its affiliates, except as specifically

authorized herein. To the Company’s knowledge, no officer, director or any beneficial owner of 10% or more of the Company’s

Common Stock or Common Stock Equivalents (as defined in the Securities Purchase Agreement) has any direct or indirect affiliation or

association with any Participating Member in the Offering. Except for securities purchased on the open market, no Company Affiliate is

an owner of stock or other securities of any Participating Member. No Company Affiliate has made a subordinated loan to any Participating

Member. No proceeds from the sale of the Securities (excluding Placement Agent compensation as disclosed in the Registration Statement

and the Prospectus) will be paid to any Participating Member, any persons associated with a Participating Member or an affiliate of a

Participating Member. Except as disclosed in the Prospectus, the Company has not issued any warrants or other securities or granted any

options, directly or indirectly, to the Placement Agent within the 180-day period prior to the initial filing date of the Prospectus.

Except for securities issued to the Placement Agent as disclosed in the Prospectus, no person to whom securities of the Company have

been privately issued within the 180-day period prior to the initial filing date of the Prospectus is a Participating Member, is a person

associated with a Participating Member or is an affiliate of a Participating Member. To the Company’s knowledge, no Participating

Member in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when

a Participating Member, the parent or affiliate of a Participating Member or any person associated with a Participating Member in the

aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s

preferred equity. “FINRA member participating in the Offering” includes any associated person of a Participating Member in

the Offering, any member of such associated person’s immediate family and any affiliate of a Participating Member in the Offering.

When used in this Section 2(j) the term “affiliate of a FINRA member” or “affiliated with a FINRA member” means

an entity that controls, is controlled by or is under common control with a FINRA member. The Company will advise the Placement Agent

and its legal counsel, Sichenzia Ross Ference Carmel LLP if it learns that any officer, director or owner of 10% or more of the Company’s

outstanding Common Stock or Common Stock Equivalents is or becomes an affiliate or associated person of a Participating Member.

(j) Board

of Directors. The Board of Directors is comprised of the persons set forth under the heading of the Company’s SEC Reports”.

The qualifications of the persons serving as board members and the overall composition of the Board of Directors comply with the Sarbanes-Oxley

Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of The Nasdaq Capital Market (the “Trading

Market”). In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent”

as defined under the rules of the Trading Market.

(k) Private

Placement; No General Solicitation. No General Solicitation. Assuming the accuracy of the Investors’ representations and warranties

set forth in Purchase Agreement, no registration under the Securities Act is required for the offer and sale of the Warrants and Common

Stock underlying the Warrants by the Company to the Investors as contemplated hereby. The issuance and sale of the Securities pursuant

to the Transaction Documents does not contravene the rules and regulations of the Trading Market. Neither the Company nor any Person

acting on behalf of the Company has offered or sold any of the Warrants or Common Stock underlying the Warrants by any form of general

solicitation or general advertising. The Company has offered the Securities for sale only to the Investors and certain other “accredited

investors” within the meaning of Rule 501 under the Securities Act.

(l) No

Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof

as described in the Registration Statement, the Time of Sale Disclosure Package, and the Final Prospectus, will not be, required to register

as an “investment company,” as defined in and pursuant to the Investment Company Act of 1940, as amended.

(m) Representations

and Warranties Incorporated by Reference. Each of the representations and warranties (together with any related disclosure schedules

thereto) made by the Company to the Investors in the Purchase Agreement is hereby incorporated herein by reference (as though fully restated

herein) and is hereby made to, and in favor of, the Placement Agent.

(n) Correspondence

with the Commission. Since November 27, 2023, there has been no correspondence between the Company and the Commission.

Section

3. Representations of the Placement Agent. The Placement Agent represents and warrants that it (i) is a member in good standing of

FINRA, (ii) is a broker/dealer registered under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United States

of America, applicable to the offers and sales of the Shares by the Placement Agent, (iv) is and will be a corporate body validly existing

under the law of its place of incorporation, (v) has full power and authority to enter into and perform its obligations under this Agreement,

and (vi) the Placement Agent has not, in connection with the Offering, disclosed to any Investors information that is different from

or inconsistent with the information contained in the Time of Sale Disclosure Package and the Transaction Documents. The Placement Agent

will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (vi) above. The Placement

Agent covenants that it will use its reasonable best efforts to conduct the Offering hereunder in compliance with the provisions of this

Agreement and the requirements of applicable law. The Placement Agent is in compliance with all applicable rules and regulations of the

Commission and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated

hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than the Company or its

affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will take any action

that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s)

from registration available pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the Securities Act, or knows of any reason

why any such exemption would be otherwise unavailable to it.

Neither

the Placement Agent nor any of the Placement Agents Related Persons (as defined below) are subject to any disqualification event as set

forth in Rule 506(d) of Regulation D (a “Disqualification Event”) as of the date hereof. The Placement Agent has exercised

reasonable care to determine whether any Placement Agent Related Person is subject to such a Disqualification Event. As used herein,

“Placement Agent Related Persons” means any predecessor of the relevant Placement Agent, any affiliated issuer, any

director, executive officer, other officer of the Placement Agent participating in the Offering, any general partner or managing member

of the Placement Agent, any beneficial owner of 20% or more of the Placement Agent’s outstanding voting equity securities, calculated

on the basis of voting power, and any “promoter” (as defined in Rule 405 under the Securities Act) connected with the Placement

Agent in any capacity. The Placement Agent agrees to promptly notify the Company in writing of (1) any Disqualification Event relating

to any Placement Agent Related Person and (2) any event that would, with the passage of time, become a Disqualification Event relating

to any Placement Agent Related Person.

Section

4. Delivery and Payment. Each Closing shall occur at such place as shall be agreed upon by the Placement Agent and the Company. Subject

to the terms and conditions hereof, at each Closing payment of the purchase price for the Securities sold on such Closing Date shall

be made by Federal Funds wire transfer, against delivery of such Securities, and such Securities shall be registered in such name or

names and shall be in such denominations, as the Placement Agent may each request at least one business day before the time of purchase.

Deliveries

of the documents with respect to the purchase of the Securities, if any, shall be made at such place as shall be agreed upon by the parties.

All actions taken at a Closing shall be deemed to have occurred simultaneously.

Section

5. Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:

(a) Blue

Sky Compliance. If applicable, the Company will reasonably cooperate with the Placement Agent and the Investors in endeavoring to

qualify the Shares and Warrants for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement

Agent and the Investors may reasonably request and will make such applications, file such documents, and furnish such information as

may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or

to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent,

and provided further that the Company shall not be required to produce any new disclosure document. The Company will, from time

to time, prepare and file such statements, reports, and other documents as are or may be required to continue such qualifications in

effect for so long a period as the Placement Agent may reasonably request for distribution of the Securities. The Company will advise

the Placement Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities

for offering, sale, or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event

of the issuance of any order suspending such qualification, registration, or exemption, the Company shall use its commercially reasonable

efforts to obtain the withdrawal thereof at the earliest possible moment.

(b) Registration

Statement. As soon as practicable (and in any event within 45 calendar days of the date of this Agreement), the Company shall file

registration statement on Form S-3 providing for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise

of the Warrants. The Company shall use commercially reasonable efforts to keep such registration statement effective at all times until

no Placement Agent owns any Placement Agent Warrants or Shares issuable upon exercise thereof.

(d) Transfer

Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.

(e) [Reserved]

(f) Periodic

Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission

and the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and in the manner

required by the Exchange Act.

(g) Additional

Documents. The Company agrees that the Placement Agent may rely upon, and each is a third party beneficiary of, the representations

and warranties, and applicable covenants, set forth in the securities purchase agreements entered into with Investors in the Offering.

(h) No

Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that

has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the

Company.

(i) Acknowledgment.

The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of

Directors of the Company and may not be used, reproduced, disseminated, quoted, or referred to, without the Placement Agent’s prior

written consent.

(j) Announcement

of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement

with the Offering.

(k) Reliance

on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.

(l) Research

Matters. By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable

or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection

as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable

or any research coverage of the Company. In accordance with FINRA Rule 2241(b)(2), the parties acknowledge and agree that the Placement

Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change

research, a rating or a price target, to the Company or inducement for the receipt of business or compensation. The Company hereby waives

and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to

any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments

may be different from or inconsistent with the views or advice communicated to the Company by the Placement Agent’s investment

banking divisions. The Company acknowledges that the Placement Agent is a full service securities firm and as such from time to time,

subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short

position in debt or equity securities of the Company.

(m) Subsequent

Equity Sales.

i. From

the date hereof until 30 days following the Effective Date, neither the Company nor any Subsidiary

shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance

of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement

or any amendment or supplement thereto, other than the Prospectus Supplement or as contemplated

pursuant to the Securities Purchase Agreement, supplements or amendments to registration

statements or supplements previously filed, or filing a registration statement on Form S-8

in connection with any employee benefit plan.

ii. From

the date hereof until the (3) month anniversary of the Effective Date, the Company shall

be prohibited from effecting or entering into an agreement to effect any issuance by the

Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination

of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction”

means a transaction in which the Company (i) issues or sells any debt or equity securities

that are convertible into, exchangeable or exercisable for, or include the right to receive

additional shares of Common Stock either (A) at a conversion price, exercise price or exchange

rate or other price that is based upon and/or varies with the trading prices of or quotations

for the shares of Common Stock at any time after the initial issuance of such debt or equity

securities, or (B) with a conversion, exercise or exchange price that is subject to being

reset at some future date after the initial issuance of such debt or equity security (other

than in connection with a stock split or stock dividend or similar event) or upon the occurrence

of specified or contingent events directly or indirectly related to the business of the Company

or the market for the Common Stock or (ii) enters into, or effects a transaction under, any

agreement, including, but not limited to, an equity line of credit or an “at-the-market”

facility, whereby the Company may issue securities at a future determined price, regardless

of whether shares pursuant to such agreement have actually been issued and regardless of

whether such agreement is subsequently canceled; provided, however, that (i)

entry into an equity line of credit facility, so long as no shares of Common Stock are issued

under such facility for thirty (30) days after the Effective Date or (ii) thirty (30) days

after the Effective Date, the entry into and/or issuance of shares of Common Stock in an

“at-the-market” facility with the Placement Agent as sales agent shall not be

deemed a Variable Rate Transaction. Any Purchaser shall be entitled to obtain injunctive

relief against the Company to preclude any such issuance, which remedy shall be in addition

to any right to collect damages.

iii. Notwithstanding

the foregoing, this section shall not apply in respect of an Exempt Issuance, except that

no Variable Rate Transaction shall be an Exempt Issuance.

(n) Right

of First Refusal; Tail. For a period of six(6) months from the closing of the Offering,

the Company hereby grants a right of first refusal to the Placement Agent to act as lead

underwriter or book-running manager or placement agent for each and every future public and

private equity, equity-linked, convertible or debt (excluding commercial bank debt) offerings

of the Company, or any successor to or any subsidiary of the Company during such six (6)

month period. If the Placement Agent fails to accept an offer within ten (10) Business Days

after the receipt of a notice containing the material terms of a proposed financing by registered

mail or overnight courier service addressed to the Placement Agent, then the Placement Agent

shall have no further claim or right with respect to the financing proposal contained in

such notice. If, however, the terms of such financing proposal are subsequently modified

in any material respect, the preferential right referred to herein shall apply to such modified

proposal as if the original proposal had not been made. The Placement Agent’s failure

to exercise its preferential right with respect to any particular proposal shall not affect

its preferential rights relative to future proposals. For a period of 12 months after the

closing of the Offering, the Placement Agent will receive a cash fee equal to the Cash Fee

and the Placement Agent’s Warrant set forth herein (to the extent allowable by FINRA)

with respect to any sale, warrant inducement, merger, acquisition or other similar transactions

(each, a “Transaction”) occurring with a party that was brought “over-the-wall

by the Placement Agent in connection with the Offering.

The

term “Transaction” shall include, without limitation, any investment in (whether in one or a series of transactions) the

assets or the capital stock of the Company, through any proposed merger, consolidation, joint venture or other business/strategic combination

with or involving the Company or any event which results in the transfer of control of or a material interest in the Company or of all

or a substantial amount of the assets thereof, as well as any recapitalization or restructuring of the Company by the current owners,

a third party or any combination thereof, or any other form of transaction which results in the effective acquisition of the principal

business and operations of the Company.

(o) FINRA.

The Company shall advise the Placement Agent (who shall make an appropriate filing with FINRA) if it is aware that any officer, director,

10% or greater stockholder of the Company or Person that received the Company’s unregistered equity securities in the past 180

days is or becomes an affiliate or associated person of a FINRA member firm prior to the earlier of the termination of this Agreement

or the 60-day period after the Effective Date.

Section

6. Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the

accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date

hereof and as of each Closing Date, to the timely performance by each of the Company of its covenants and other obligations hereunder

on and as of such dates, and to each of the following additional conditions:

(a) Compliance

with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance with Rule 424(b)) and

“free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with

the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have

been issued and no proceeding for that purpose shall have been initiated or, to the Company’s knowledge, threatened by the Commission;

no order preventing or suspending the use of any Prospectus shall have been issued and no proceeding for that purpose shall have been

initiated or, to the Company’s knowledge, threatened by the Commission; no order having the effect of ceasing or suspending the

distribution of the Securities or any other securities of the Company shall have been issued by any securities commission, securities

regulatory authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the

knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange; all requests

for additional information on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection

to the fairness and reasonableness of the placement terms and arrangements.

(b) Corporate

Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement, and

any Prospectus, and the registration, sale, and delivery of the Securities, shall have been completed or resolved in a manner reasonably

satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it

may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 6.

Material Adverse Effect. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the Placement

Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect.

(d) Opinion

of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of Sheppard, Mullin,

Richter & Hampton LLP, counsel to the Company, dated as of such Closing Date, addressed to the Placement Agent and in form and substance

reasonably satisfactory to the Placement Agent.

(e) Letter

from Chief Financial Officer of the Company . On the Closing Date, the Placement Agent shall receive a signed letter from the Chief

Financial Officer of the Company addressed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to

the Placement Agent and its counsel, containing statements and information of the type ordinarily included in chief financial officer

certificates to placement agents with respect to the financial statements and certain financial information contained in or incorporated

by reference into the Registration Statement, the Prospectus, and the Prospectus Supplement The letter shall not disclose any change

in the condition (financial or other), earnings, operations, business or prospects of the Company from that set forth in the Incorporated

Documents or the applicable Prospectus or prospectus supplement, which, in the Placement Agent’s sole judgment, is material and

adverse and that makes it, in the Placement Agent’s sole judgment, impracticable or inadvisable to proceed with the Offering of

the Securities as contemplated by such Prospectus.

(f) Officers’

Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of such Closing

Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect that, and the Placement Agent

shall be satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents, any Prospectus,

and this Agreement and to the further effect that:

(i) The

representations and warranties of the Company in this Agreement are true and correct, as

if made on and as of such Closing Date, and the Company has complied with all the agreements

and satisfied all the conditions on its part to be performed or satisfied at or prior to

such Closing Date;

(ii) No

stop order suspending the effectiveness of the Registration Statement or the use of any Prospectus

has been issued and no proceedings for that purpose have been instituted or are pending or,

to the Company’s knowledge, threatened under the Securities Act; no order having the

effect of ceasing or suspending the distribution of the Securities or any other securities

of the Company has been issued by any securities commission, securities regulatory authority

or stock exchange in the United States and no proceedings for that purpose have been instituted

or are pending or, to the knowledge of the Company, contemplated by any securities commission,

securities regulatory authority or stock exchange in the United States;

(iii) When

the Registration Statement became effective, at the time of sale, and at all times subsequent

thereto up to the delivery of such certificate, the Registration Statement and the Incorporated

Documents, if any, when such documents became effective or were filed with the Commission,

and any Prospectus, contained all material information required to be included therein by

the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission

thereunder, as the case may be, and in all material respects conformed to the requirements

of the Securities Act and the Exchange Act and the applicable rules and regulations of the

Commission thereunder, as the case may be, and the Registration Statement and the Incorporated

Documents, if any, and any Prospectus, did not and do not include any untrue statement of

a material fact or omit to state a material fact required to be stated therein or necessary

to make the statements therein, in light of the circumstances under which they were made,

not misleading (provided, however, that the preceding representations and warranties contained

in this paragraph (iii) shall not apply to any statements or omissions made in reliance upon

and in conformity with information furnished in writing to the Company by the Placement Agent

expressly for use therein) and, since the effective date of the Registration Statement, there

has occurred no event required by the Securities Act and the rules and regulations of the

Commission thereunder to be set forth in the Incorporated Documents which has not been so

set forth; and

(iv) Subsequent

to the respective dates as of which information is given in the Registration Statement, the

Incorporated Documents and any Prospectus, there has not been: (a) any Material Adverse Effect;

(b) any transaction that is material to the Company and the Subsidiaries taken as a whole,

except transactions entered into in the ordinary course of business; (c) any obligation,

direct or contingent, that is material to the Company and the Subsidiaries taken as a whole,

incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course

of business; (d) any material change in the capital stock (except changes thereto resulting

from the exercise of outstanding stock options or warrants) or outstanding indebtedness of

the Company or any Subsidiary; (e) any dividend or distribution of any kind declared, paid

or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured)

to the property of the Company or any Subsidiary which has been sustained or will have been

sustained which has a Material Adverse Effect.

(g) Secretary’s

Certificate. At each Closing Date, the Placement Agent shall have received a certificate of the Company signed by the Secretary or

another authorized officer of the Company, dated such Closing Date certifying on behalf of the Company and not in an individual capacity:

(i) that the amended and restated certificate of incorporation of the Company is true and complete, has not been modified and is in full

force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and

effect and have not been modified; and (iii) as to the incumbency of the officers of the Company. The documents referred to in such certificate

shall be attached to such certificate.

(h) Stock

Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading Market, and the

Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common

Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor shall the Company

have received any information suggesting that the Commission or the Trading Market is contemplating terminating such registration or

listing.

(i) Additional

Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such information

and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as

contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of

the conditions or agreements, herein contained.

any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated

by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability

on the part of any party to any other party, except that Section 7 (Payment of Expenses), Section 8 (Indemnification and

Contribution), and Section 9 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive

such termination.

Section

7. Payment of Expenses. The Company agrees to pay all costs, fees, and expenses incurred by the Company in connection with the performance

of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) any filing

fees relating to the registration of the Securities to be sold in the Offering; (ii) any filing fees associated with the review of an

Offering by FINRA; (iii) all fees and expenses relating to the listing of the Securities on the Trading Market; (iv) all fees, expenses,

and disbursements relating to the registration, qualification, or exemption of the Securities under the securities or “blue sky”

laws of such states of the United States of America as the Company and the Placement Agent shall together determine; (v) the costs of

all mailing and printing of the offering documents, including, without limitation, any underwriting or placement agent agreement, any

agreement among underwriters, any selected dealers’ agreement, any underwriter’s questionnaire, custody agreement, and power

of attorney relating to any selling stockholders, any registration statement, prospectus, prospectus supplement, private placement memorandum,

or similar information document, and all amendments, supplements, and exhibits thereto, all in as many copies as the Placement Agent

may reasonably deem necessary; (vi) the costs of preparing, printing and delivering certificates representing the Securities; (vii) the

costs for “tombstones” and/or other commemorative items; (viii) fees and expenses of accountants, auditors, and the Company’s

legal counsel; (ix) fees and expenses, if any, of the transfer agent for the Securities and of any escrow agent appointed to hold investor’s

funds in connection with the Offering; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of the Securities from

the Company to the Placement Agent or the purchasers thereof; and (xi) all other fees, costs, and expenses referred to in Part II of

the Registration Statement.

Section

8. Indemnification and Contribution.

(a) The

Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each

person controlling the Placement Agent (within the meaning of Section 15 of the Securities

Act), and the directors, officers, agents assisting with the Offering, and employees of the

Placement Agent, their affiliates and each such controlling person (the Placement Agent,

and each such entity or person, an “Indemnified Person”) from and against

any losses, claims, damages, judgments, assessments, costs, and other liabilities (collectively,

the “Liabilities”), and shall reimburse each Indemnified Person for all

reasonable and documented out of pocket fees and expenses (including the reasonable documented

and out of pocket fees and expenses of one counsel for all Indemnified Persons, except as

otherwise expressly provided herein) (collectively, the “Expenses”) as

they are incurred by an Indemnified Person in investigating, preparing, pursuing, or defending

any Actions, whether or not any Indemnified Person is a party thereto, (i) caused by, or

arising out of or in connection with, any untrue statement or alleged untrue statement of

a material fact contained in the Registration Statement, any Incorporated Document, or any

Prospectus or by any omission or alleged omission to state therein a material fact necessary

to make the statements therein, in light of the circumstances under which they were made,

not misleading (other than untrue statements or alleged untrue statements in, or omissions

or alleged omissions from, information relating to an Indemnified Person furnished in writing

by or on behalf of such Indemnified Person expressly for use in the Incorporated Documents)

or (ii) otherwise arising out of or in connection with advice or services rendered or to

be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated

thereby or any Indemnified Person’s actions or inactions in connection with any such

advice, services or transactions; provided, however, that, in the case of clause

(ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified

Person that are finally judicially determined to have resulted primarily from such Indemnified

Person’s (x) negligence, gross negligence, willful misconduct, or bad faith in connection

with any of the advice, actions, inactions, or services referred to above or (y) use of any

offering materials or information concerning the Company in connection with the offer or

sale of the Securities in the Offering which were not authorized for such use by the Company

and which use constitutes negligence, gross negligence or willful misconduct. The Company

also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in

connection with enforcing such Indemnified Person’s rights under this Agreement.

(b) Upon

receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person

with respect to which indemnity may be sought under this Agreement, such Indemnified Person

shall promptly notify the Company in writing; provided that failure by any Indemnified

Person so to notify the Company shall not relieve the Company from any liability which the

Company may have on account of this indemnity or otherwise to such Indemnified Person, except

to the extent the Company shall have been prejudiced by such failure. The Company shall,

if requested by the Placement Agent, assume the defense of any such Action including the

employment of counsel reasonably satisfactory to the Placement Agent, which counsel may also

be counsel to the Company. Any Indemnified Person shall have the right to employ separate

counsel in any such action and participate in the defense thereof, but the fees and expenses

of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company

has failed promptly to assume the defense and employ counsel; or (ii) the named parties to

any such Action (including any impeded parties) include such Indemnified Person and the Company,

and such Indemnified Person shall have been advised in the reasonable opinion of counsel

that there is an actual conflict of interest that prevents the counsel selected by the Company

from representing both the Company (or another client of such counsel) and any Indemnified

Person; provided that the Company shall not in such event be responsible hereunder

for the fees and expenses of more than one firm of separate counsel for all Indemnified Persons

in connection with any Action or related Actions, in addition to any local counsel. The Company

shall not be liable for any settlement of any Action effected without its written consent

(which shall not be unreasonably withheld). In addition, the Company shall not, without the

prior written consent of the Placement Agent (which shall not be unreasonably withheld),

settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate

any pending or threatened Action in respect of which indemnification or contribution may

be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such

settlement, compromise, consent, or termination includes an unconditional release of each

Indemnified Person from all Liabilities arising out of such Action for which indemnification

or contribution may be sought hereunder. The indemnification required hereby shall be made

by periodic payments of the amount thereof during the course of the investigation or defense,

as such expense, loss, damage, or liability is incurred and is due and payable.

the event that the foregoing indemnity is unavailable to an Indemnified Person other than

in accordance with this Agreement, the Company shall contribute to the Liabilities and Expenses

paid or payable by such Indemnified Person in such proportion as is appropriate to reflect

(i) the relative benefits to the Company, on the one hand, and to the Placement Agent and

any other Indemnified Person, on the other hand, of the matters contemplated by this Agreement

or (ii) if the allocation provided by the immediately preceding clause is not permitted by

applicable law, not only such relative benefits but also the relative fault of the Company,

on the one hand, and the Placement Agent and any other Indemnified Person, on the other hand,

in connection with the matters as to which such Liabilities or Expenses relate, as well as

any other relevant equitable considerations; provided that in no event shall the Company

contribute less than the amount necessary to ensure that all Indemnified Persons, in the

aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fees

actually received by the Placement Agent pursuant to this Agreement. For purposes of this

paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent

on the other hand, of the matters contemplated by this Agreement shall be deemed to be in

the same proportion as (a) the total value paid or contemplated to be paid to or received

or contemplated to be received by the Company in the transaction or transactions that are

within the scope of this Agreement, whether or not any such transaction is consummated, bears

to (b) the fees to be received by the Placement Agent under this Agreement. Notwithstanding

the above, no person guilty of fraudulent misrepresentation within the meaning of Section

11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who

was not guilty of fraudulent misrepresentation.

(d) The

Company also agrees that no Indemnified Person shall have any liability (whether direct or

indirect, in contract or tort or otherwise) to the Company for or in connection with advice

or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person’s actions or inactions

in connection with any such advice, services, or transactions except for Liabilities (and

related Expenses) of the Company that are finally judicially determined to have resulted

primarily from such Indemnified Person’s negligence, gross negligence or willful misconduct

in connection with any such advice, actions, inactions or services.

(e) The

reimbursement, indemnity, and contribution obligations of the Company set forth herein shall

apply to any modification of this Agreement and shall remain in full force and effect regardless

of any termination of, or the completion of any Indemnified Person’s services under

or in connection with, this Agreement.

Section

9. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties, and

other statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made

pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement

Agent, the Company, or any of its or their respective partners, officers, or directors or any controlling person, as the case may be,

and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement. A successor to the

Placement Agent, or to the Company, its directors or officers or any person controlling the Company, shall be entitled to the benefits

of the indemnity, contribution, and reimbursement agreements contained in this Agreement.

Section

10. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmed to the

parties hereto as follows:

WallachBeth

Capital, LLC

Harborside Financial Plaza 5,

185

Hudson St., STE 1410, Jersey City,

NJ 07311

e-mail:

capmkts@wallachbeth.com

Attention: Kenneth Bantum

With

a copy (which shall not constitute notice) to:

Sichenzia

Ross Ference Carmel LLP

1185 Avenue of the Americas,

26th

Fl. New York, NY 10036

e-mail:

jwofford@srfc.law

Attention: Jeffrey Wofford, Esq.

to the Company:

Maria

Zannes

President

and Chief Executive Officer

bioAffinity Technologies Inc.

3300

Nacogdoches Road

Suite

216

San

Antonio, TX 78217

mz@bioaffinitytech.com

With

a copy (which shall not constitute notice) to:

Sheppard,

Mullin, Richter & Hampton, LLP

30 Rockefeller Plaza

New

York, NY 10112

Attn:

Richard A. Friedman & Sean F. Reid

Email:

rafriedman@sheppard.com; sreid@sheppard.com

Any

party hereto may change the address for receipt of communications by giving written notice to the others.

Section

11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees,

officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal

representative, and no other person will have any right or obligation hereunder.

Section

12. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, or provision of this Agreement shall

not affect the validity or enforceability of any other section, paragraph, or provision hereof. If any Section, paragraph, or provision

of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and

only such minor changes) as are necessary to make it valid and enforceable.

Section

13. Governing Law Provisions. This Agreement shall be governed by and construed in accordance with the law of the State of New York.

Each of the Placement Agent and the Company: (i) agrees that any legal suit, action, or proceeding arising out of or relating to this

Agreement and/or the transactions contemplated hereby shall be instituted exclusively in Supreme Court, of the State of New York, sitting

in the County of New York, (ii) waives any objection which it may have or hereafter to the venue of any such suit, action, or proceeding,

and (iii) irrevocably consents to the jurisdiction such courts in any such suit, action or proceeding. The Placement Agent and the Company

further agree to accept and acknowledge service of any and all process which may be served in any such suit, action, or proceeding in

such courts and agree that service of process upon the Company mailed by certified mail to the Company’s address set forth in Section

10 hereof (or to such other address as the Company shall have advised the Placement Agent by notice pursuant to Section 10)

shall be deemed in every respect effective service of process upon the Company, in any such suit, action, or proceeding, and service

of process upon the Placement Agent mailed by certified mail to the Placement Agent’s address as set forth in Section 10

hereof (or to such other address as the Placement Agent shall have advised the Company by notice pursuant to Section 10) shall

be deemed in every respect effective service process upon the Placement Agent, in any such suit, action, or proceeding. Notwithstanding

any provision of this Agreement to the contrary, the Company agrees that neither the Placement Agent nor their affiliates, and the respective

officers, directors, employees, agents, and representatives of the Placement Agent, their affiliates and each other person, if any, controlling

the Placement Agent or any of their affiliates, shall have any liability (whether direct or indirect, in contract or tort or otherwise)

to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, claims,

damages, or liabilities incurred by the Placement Agent that are finally judicially determined to have resulted from the fraud, willful

misconduct, or gross negligence of such individuals or entities. If either party shall commence an action or proceeding to enforce any

provision of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable

attorney’s fees and other costs and expenses incurred with the investigation, preparation, and prosecution of such action or proceeding.

Section

14. General Provisions.

(a) This

Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous

oral agreements, understandings, and negotiations with respect to the subject matter hereof.

(b) [Reserved].

Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument. Facsimile or other electronically scanned and transmitted signatures (including by

email attachment) and electronic signatures (including by DocuSign) shall be deemed originals for all purposes of this Agreement.

(d)

This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied)

may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience

of the parties only and shall not affect the construction or interpretation of this Agreement.

(e) The

Company acknowledges that in connection with the Offering: (i) the Placement Agent has acted at arm’s length, is not agent of,

and owes no fiduciary duties to the Company, any officer or director of the Company or any other person affiliated with any of them,

(ii) the Placement Agent owes the Company only those duties and obligations set forth in this Agreement, and (iii) the Placement Agent

may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims

it may have against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

[The

remainder of this page has been intentionally left blank.]

the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all

counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly

yours,

WallachBeth

Capital, LLC

By:

Name:

Eric Schweitzer

Title:

Chief Compliance

Officer

The

foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.

BIOAFFINITY

TECHNOLOGIES INC.

By:

Name:

Title:

Exhibit

Form

of Warrant

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

THE

REGISTERED HOLDER OF THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER

OR ASSIGN THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PLACEMENT AGENT

COMMON STOCK PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PLACEMENT AGENT COMMON STOCK

PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN

THE EFFECTIVE ECONOMIC DISPOSITION OF THE PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT OR ANY UNDERLYING SECURITIES BY ANY PERSON FOR

A PERIOD OF ONE HUNDRED EIGHTY DAYS (180) FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN WallachBeth

Capital, LLC (“WallachBeth”), OR A PLACEMENT AGENT OR SELECTED DEALER PARTICIPATING IN THE OFFERING OR AN OFFICER,

PARTNER, REGISTERED PERSON OR AFFILIATE OF WALLACHBETH OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA

RULE 5110(E)(2).

THIS

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT IS EXERCISABLE ON AND AFTER THE ORIGINAL ISSUANCE DATE. VOID AFTER 5:00 P.M. NEW YORK CITY

LOCAL TIME ON THE DATE THAT IS FIVE YEARS FROM THE ORIGINAL ISSUANCE DATE, October 9, 2031, WHICH IS THE TERMINATION DATE (AS

DEFINED HEREIN).

PLACEMENT

AGENT COMMON STOCK PURCHASE WARRANT

Warrant Shares: [●]

Original

Issuance Date: October 9, 2026

THIS

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, __________ or its

assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after the date hereof (the “Original Issuance Date”) and on or prior to 5:00 p.m. (New

York City time) on the date that is five years from the Original Issuance Date, October 9, 2031 (the “Termination Date”)

but not thereafter, to subscribe for and purchase from bioAffinity Technologies, Inc., a Delaware corporation (the “Company”),

up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company,

par value $0.007 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall

be equal to the Exercise Price, as defined in Section 2(b).

Section

1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated

in this Section 1:

“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.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter

in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental

authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such

day.

“Commission”

means the United States Securities and Exchange Commission.

“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.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“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.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading

Day” means a day on which the Common Stock is traded on a Trading Market.

“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: the NYSE American, 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).

“Transfer

Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place,

Woodmere, New York 11598, and any successor transfer agent of the Company.

“VWAP”

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 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)), (b) if the Common Stock is traded on OTCQB or OTCQX, 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 OTC 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.

“Warrants”

means this Warrant Placement Agent Common Stock Purchase Warrant.

Section

2. Exercise.

Exercise of Warrant. Subject to the provisions of Section 2(e) herein, exercise of the purchase rights represented by this Warrant

may be made, in whole or in part, at any time or times on or after the Original Issuance Date and on or before close of business on the

Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to

the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy or PDF copy

submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank

unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original

Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this

Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised

in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the

date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a

portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall

maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection

to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this

Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant

Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated

on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $6.122, subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”

in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by

(A), where:

(A) =

At the Holder’s discretion,

either (i) the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless

exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP

as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market

is open, the prior Trading Day’s VWAP shall be used in this calculation) or (ii) the last reported per share sale price of

the Common Stock on the Trading Day immediately preceding the date of delivery of the Notice of Exercise;

(B) =

the Exercise Price of this

Warrant, as adjusted hereunder; and

(X) =

the number of Warrant Shares

that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means

of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company

agrees not to take any position contrary to this Section 2(c).

Additional

Cashless Exercise Alternative. Notwithstanding anything to the contrary contained herein, at the Holder’s election, this Warrant

may also be exercised, in whole or in part, on a cashless basis pursuant to the formula set forth in this Section 2(c), provided that,

for purposes of such cashless exercise, “A” shall equal the average of the two (2) highest intraday trading prices of the

Common Stock on the Trading Day immediately preceding the date of delivery of the applicable Notice of Exercise, including trades occurring

during regular market hours, pre-market trading hours and after-market trading hours; provided, however, that each such trading price

shall only be eligible for inclusion in such calculation if at least 5,000 shares of Common Stock were traded at such price during such

Trading Day or applicable pre-market or after-market trading session. For the avoidance of doubt, qualifying prices from regular market

hours, pre-market trading hours and after-market trading hours may be used together in determining the two (2) highest qualifying trading

prices. The Holder may elect this alternative cashless exercise method in the applicable Notice of Exercise.

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale

of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery

of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by

the date that is the earlier of: (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, and (ii) the number

of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, all subject to

receipt of any cash payments required by the Holder (such date, the “Warrant Share Delivery Date”). Upon delivery

of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares

with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment

of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading

Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the

Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery

Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject

to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing

to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such

Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain

a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein,

“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s

primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely

due to any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker

to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock

to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a

“Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained

by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise

at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the

Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in

which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been

issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common

Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with

an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the

Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable

to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit

a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree

of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock

upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall round up or down, as applicable, to the nearest whole share.

vi.

Charges, Taxes and Expenses. 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, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto 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.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other

Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). 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 shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) 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 2(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to

other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. 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 2(e), in determining the number of outstanding shares of Common Stock, a Holder 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 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 Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of

a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder 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 this 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. The Holder,

upon at least 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of

this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 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 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not

be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and

implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion

hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes

or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply

to a successor holder of this Warrant.

Section

3. Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this 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 this

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 3(a) 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.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time after the issuance

of this Warrant the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or

other property pro rata to all of 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 this 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, 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).

Pro Rata Distributions. During such time as this 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 all of the holders of shares of Common Stock, by way of return

of capital or otherwise (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, including, without limitation,

any distribution of 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 this 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 this 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, 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).

Fundamental Transaction. If, at any time while this 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 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, 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 this Warrant, the 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 2(e) on the exercise of this Warrant), 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 this Warrant is exercisable immediately prior to such Fundamental Transaction (without

regard to any limitation in Section 2(e) on the exercise of this Warrant). 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 it receives upon any exercise of this 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 in accordance

with the provisions of this Section 3(d) pursuant to written agreements prior to such Fundamental Transaction and shall, at the option

of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument

substantially similar in form and substance to this Warrant which is 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 this 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 this 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 Warrant 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 with the same effect as if such Successor Entity had been named as the Company

herein. For the avoidance of doubt, if, at any time while this Warrant is outstanding, a Fundamental Transaction occurs, pursuant to

the terms of this Section 3(d), the Holder shall not be entitled to receive more than one of (i) the consideration receivable as a result

of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately

prior to such Fundamental Transaction, or (ii) the assumption by the Successor Entity of all of the obligations of the Company under

this Warrant and the option to receive a security of the Successor Entity evidenced by a written instrument substantially similar in

form and substance to this Warrant.

Calculations. All calculations under this Section 3 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 3, 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.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting

adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with

any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or

substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities,

cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs

of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile

number or email address as it shall appear upon the Warrant Register of the Company, at least twenty (20) calendar days prior to the

applicable record or effective date hereinafter specified, a notice (unless such information is filed with the Commission, in which case

a notice shall not be required) stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to

be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. The registered Holder of this Warrant, by its acceptance hereof, agrees that in compliance with FINRA Rule 5110

it will not sell, transfer, assign, pledge or hypothecate this Warrant (or the shares of Common Stock underlying this Warrant), or cause

the Warrant (or the shares of Common Stock underlying this Warrant) to be the subject of any hedging, short sale, derivative, put, or

call transaction that would result in the effective economic disposition of the Warrant by any person, for a period of 180 days from

the commencement of sales of the Offering (“Commencement Date”) to anyone other than WallachBeth or a placement

agent or selected dealer in connection with the Offering, or an officer, partner, registered person or affiliate of WallachBeth or of

any such placement agent or selected dealer so long as all transferred securities remain subject to the lock-up restriction in Rule 5110(e)(1)

for the remainder of the 180 days following the Commencement Date. On and after the 181st day following the Commencement Date, transfers

to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment,

the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Warrant and

payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) business days transfer this

Warrant on the books of the Company and shall execute and deliver a new Warrant of like tenor to the appropriate assignee(s) expressly

evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated

by any such assignment.

Subject

to the foregoing, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the

principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form

attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the

making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants

in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,

and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly

be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant

Shares without having a new Warrant issued.

New Warrants. If this Warrant is not held in global form through DTC (or any successor depository), this Warrant may be divided

or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying

the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance

with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a

new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants

issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except

as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Section

5. Demand Registration Rights

Grant of Right. Upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% (“Majority

Holders”) of the Warrants and all of the securities underlying the Warrants, (collectively, the “Registrable

Securities”), the Company agrees to use its best efforts to register (the “Demand Registration”)

under the Act on one occasion, all or any portion of the Warrants requested by the Majority Holders in the Initial Demand Notice and

all Registrable Securities. On such occasion, the Company will use its best efforts to file a registration statement covering the Registrable

Securities as expeditiously as possible within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to

have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration

may be made at any time during a period of five (5) years from the Commencement Date. The Initial Demand Notice shall specify the number

of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all

holders of the Warrants and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial

Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities

in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding

Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company.

Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration,

subject to Section 5(d). The Company shall not be required to effect more than one (1) Demand Registrations under this Section

5 in respect of all Registrable Securities during the five (5) year period commencing on the Commencement Date.

Effective Registration. A registration will not count as a Demand Registration until the registration statement filed with the

Commission, with respect to such Demand Registration, has been declared effective and the Company has complied with all of its obligations

under this Warrant with respect thereto. The Company is not obligated to initiate a Demand Registration if a prior Demand Registration

filed with the Commission is still pending before the Commission.

Underwritten Offering. If the Majority Holders so elect and such holders so advise the Company as part of the Initial Demand Notice,

the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In

such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s

participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent

provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting

agreement in customary form with the underwriter or underwriters selected for such underwriting by the Majority Holders.

Reduction of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering

advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the

Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires

to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back

registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number

of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method,

or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum

Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which

Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such person

has requested be included in such registration, regardless of the number of shares held by each such person (such proportion is referred

to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to

the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other

securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the

extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or

other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements

with such persons and that can be sold without exceeding the Maximum Number of Shares.

Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled

to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw

from such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to

the effectiveness of the registration statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest

of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then the Company does not have to continue

its obligations under Section 5, provided that, any such withdrawal will not count as the Demand Registration if the Demanding

Holders pay all of the Company’s out-of-pocket expenses, with respect to such withdrawn registration.

Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the reasonable

expenses of one legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but

the Holders shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify or register

the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); 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 qualify to do business in such state, or would subject the Company to taxation as a foreign corporation

doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of the Company.

The Company shall use its best efforts to cause any registration statement or post-effective amendment filed pursuant to the demand rights

granted under Section 5(a) to remain effective for a period of nine (9) consecutive months from the effective date of such registration

statement or post-effective amendment.

Section

6. Piggy-Back Registration Rights.

Piggy-Back Rights. If at any time during the five (5) year period commencing on the Commencement Date the Company proposes to

file a registration statement under the Act with respect to an offering of equity securities, or securities or other obligations exercisable

or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for

their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 5, other

than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer

or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into

equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed

filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated

filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of

distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders

of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such

holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).

The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing

underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back

Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of

such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities

proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into

an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

Reduction of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten

offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common

Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded

pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable

Securities as to which registration has been requested under this Section 6, and the shares of Common Stock, if any, as to which

registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company,

exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

If the registration is undertaken for the Company’s account: (A) first, shares of Common Stock or other securities that the Company

desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of

Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable

Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights

of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that

the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities

for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights

with such persons and that can be sold without exceeding the Maximum Number of Shares;

ii.

Intentionally Omitted.

iii.

If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable

Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without

exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing

clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum

Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and

(B), collectively the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration

has been requested pursuant to the terms hereof that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the

extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock

or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements

with such persons, that can be sold without exceeding the Maximum Number of Shares.

Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable

Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness

of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand

pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration

statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities

in connection with such Piggy-Back Registration as provided in Section 6(d).

Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the reasonable

expenses of one legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities but

the Holders shall pay any and all underwriting commissions related to 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 fifteen (15) 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 applicable

registration statement filed (during the period in which the Warrant is exercisable) by the Company until such time as all of the Registrable

Securities have been registered and sold. The Holders of the Registrable Securities shall exercise the “piggy-back” rights

provided for herein by giving written notice within ten days of the receipt of the Company’s notice of its intention to file a

registration statement. The Company shall use its best efforts to cause any registration statement filed pursuant to the above “piggyback”

rights to remain effective for at least nine (9) months from the date that the Holders of the Registrable Securities are first given

the opportunity to sell all of such securities.

Section

7. Registration Rights General Terms.

Indemnification. The Company shall indemnify the Holder(s) 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 Act or Section 20(a) of

the 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 litigation, commenced or threatened, or any claim whatsoever

whether arising out of any action between the underwriter and the Company or between the underwriter and any third party or otherwise)

to which any of them may become subject under the 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 8 of the Placement Agency Agreement (as defined below). The Holder(s) 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, its officers

and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the 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 they may become subject under the Act, the Exchange

Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns for specific inclusion

in such registration statement or arising from any omission or the alleged omission to state a material fact required to be stated therein

or necessary to make the statement contained therein not misleading in connection with the registration of the Registrable Securities,

to the same extent and with the same effect as the provisions contained in Section 8 of the Placement Agency Agreement pursuant to which

the underwriters have agreed to indemnify the Company.

Exercise of Warrant. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their Warrant

prior to or after the initial filing of any registration statement or the effectiveness thereof.

Documents Delivered to Holders. The Company shall furnish WallachBeth, for as long as it is a Holder, as representative of the

Holders participating in any of the foregoing offerings, a signed counterpart, addressed to the participating Holders, 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 public accountants who have 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 WallachBeth, as representative of the Holders participating in the offering, the correspondence and memoranda

described below and copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating

to discussions with the Commission or its staff with respect to the registration statement and permit WallachBeth, as representative

of the Holders, to do such investigation, upon reasonable advance notice, with respect to 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 auditors, all to such reasonable extent and at such reasonable times and as often as WallachBeth, as representative of the

Holders, shall reasonably request. The Company shall not be required to disclose any confidential information or other records to WallachBeth,

as representative of the Holders, or to any other person, until and unless such persons shall have entered into reasonable confidentiality

agreements (in form and substance reasonably satisfactory to the Company), with the Company with respect thereto.

Underwriting/Placement Agreement. The Company shall enter into a placement agency agreement with the placement agent(s), if any,

selected by any Holders whose Registrable Securities are being registered pursuant to Section 5 or Section 6, which placement

agent shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company,

each Holder and such placement agent(s), 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 placement agent. The Holders shall be parties to any placement

agency agreement relating to a 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 placement agent(s) 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 placement

agent(s) except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to

such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of

that type used by the placement agent. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully

in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant

to Section 5 or Section 6. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities

held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the

Registrable Securities.

Rule 144 Sale. Notwithstanding anything contained herein to the contrary, the Company shall have no obligation pursuant to Sections

5 or Section 6 to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where such Holder

would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed under Rule 144 as may be

provided by amendment thereof) all of the Registrable Securities then held by such Holder, or (ii) where the number of Registrable Securities

held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate

within the meaning of Rule 144).

Supplemental Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as

a result of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material

fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light

of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the registration

statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended prospectus,

and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to

the Company a certificate of such destruction) all copies, other than permanent file copies then in such Holder’s possession, of

the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Section

8. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to

receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), In no event, including if the Company is for any reason

unable to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof, shall the Company

be required to net cash settle an exercise of this Warrant or cash settle in any other form.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed

by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,

Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby

or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is

not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient

venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,

the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’

fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material

damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,

but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting

any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without

limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized

overnight courier service, addressed to the Company, at 3300 Nacogdoches Road, Suite 216, San Antonio Texas 78217, Attention: Maria Zannes,

Chief Executive Officer, E-mail: mz@bioaffinitytech.com, or such other facsimile number, email address or address as the Company may

specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company

hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier

service addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the Company.

Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission,

if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this

Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice

or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section on

a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following

the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom

such notice is required to be given. Notwithstanding any other provision of this Warrant, where this Warrant provides for notice of any

event to the Holder, if this Warrant is held in global form by DTC (or any successor depositary), such notice shall be sufficiently given

if given to DTC (or any successor depositary) pursuant to the procedures of DTC (or such successor depositary), subject to a Holder’s

right to elect to receive a Warrant in certificated form, in which case this sentence shall not apply. To the extent that any notice

provided hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries, the Company

shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on

the one hand, and either (i) the Holder or the beneficial owner of this Warrant, on the other hand, or (ii) the vote or written consent

of the Holders of at least 50.1% of the then outstanding Placement Agent Warrants issued pursuant to the Placement Agency Agreement dated

as of October 8, 2026, between the Company and WallachBeth Capital, LLC; provided that adjustments may be made to the Warrant

terms and rights of this Warrant in accordance with Section 3 of this Warrant without the consent of any Holder or beneficial owner of

the Warrants.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

BIOAFFINITY

TECHNOLOGIES, INC.

By:

Name:

Maria Zannes

Title:

Chief Executive Officer

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 (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:

_______________________________

[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 purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________

__, ______

Holder’s Signature:

Holder’s Address:

[Signature

Guarantee]

EX-4.1

Filename: ex4-1.htm · Sequence: 3

Exhibit 4.1

PRE-FUNDED

COMMON STOCK PURCHASE WARRANT

BIOAFFINITY

TECHNOLOGIES, INC.

Warrant

Issue

Date: October 9, 2026

THIS

PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__] or its assigns (the

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in

full (the “Termination Date”) but not thereafter, to subscribe for and purchase from bioAffinity Technologies,

Inc., a Delaware corporation (the “Company”), up to [*] shares

(as subject to adjustment hereunder, the “Warrant Shares”) of the common stock, par value $0.007 per share, of the

Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the

Exercise Price, as defined in Section 2(b).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Purchase Agreement”), dated October 8, 2026, among the Company and the

purchasers signatory thereto.

Section

2. Exercise.

Exercise of Warrant. Subject to the terms and conditions hereof, exercise of the purchase rights represented by this Warrant may

be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery

to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially

in the form attached hereto as Exhibit A (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading

Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following

the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable

Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified

in Section 2(c) below is specified in the attached Notice of Exercise. The Company shall have no obligation to inquire with respect

to or otherwise confirm the authenticity of the signature(s) contained on any Notice of Exercise nor the authority of the person so executing

such Notice of Exercise. The Company shall have no obligation to inquire with respect to or otherwise confirm the authenticity of the

signature(s) contained on any Notice of Exercise nor the authority of the person so executing such Notice of Exercise. No ink-original