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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

 

 

FORM
8-K

 

CURRENT
REPORT

PURSUANT
TO SECTION 13 OR 15(D) OF THE

THE
SECURITIES EXCHANGE ACT OF 1934

 

Date
of report (Date of earliest event reported): January 8, 2021

 

SIGMA
LABS, INC.

(Exact
name of registrant as specified in its charter)

 

Nevada   001-38015   27-1865814
(State
or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S.
Employer
Identification No.)

 

3900
Paseo del Sol

Santa
Fe, New Mexico 87507

(Address
of Principal Executive Offices) (Zip Code)

 

Registrant’s
telephone number, including area code: (505) 438-2576

 

 

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))

 

Securities
registered pursuant to Section 12(b) of the Act:

 

Title
of each class
  Trading
Symbol(s)
  Name
of each exchange on which registered
Common
Stock, par value $0.001 per share
  SGLB   The
NASDAQ Stock Market LLC
Warrants
to Purchase Common Stock, par value $0.001 per share
  SGLBW   The
NASDAQ Stock Market LLC

 

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 [  ]

 

If
an emerging growth company, indicate by check mark 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.

 

On
January 8, 2021, Sigma Labs, Inc. (“we,” “our,” “us,” or the “Company”) entered
into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co. (the “Underwriter”),
which provided for the issuance and sale by the Company in an underwritten public offering (the “Offering”)
and the purchase by the Underwriter of 1,488,507 shares of the Company’s common stock, $0.001 par value per share. The
offering closed on January 12, 2021.

 

Subject
to the terms and conditions contained in the Underwriting Agreement, the shares were sold to the Underwriter at a public
offering price of $3.00 per share, less underwriting discounts and commissions. The Company also granted the Underwriters a 30-day
option to purchase up to 223,276 additional shares of the Company’s common stock on the same terms and conditions. The Underwriter
fully exercised such option to purchase up to 223,276 additional shares of the Company’s common stock, for an aggregate
of 1,711,783 shares of Common Stock. Pursuant to the Underwriting Agreement, we have also issued to the Underwriter
or its designee warrants to purchase a number of shares equal to 8% of the aggregate number of shares of common stock sold in
the Offering, including shares issued upon exercise of the option to purchase additional shares (the “Underwriter Warrants”).
The Underwriter Warrants have a term of five years from the commencement of sales in the Offering and an exercise price of
$3.75 per share. The net offering proceeds to the Company from the Offering are approximately $3,919,552 (or approximately
$4,532,444 taking into account the Underwriter’s exercise of its option to purchase additional shares in full), after deducting
underwriting discounts and commissions and other estimated offering expenses. We intend to use the net proceeds from the Offering
for our operations, including the development and marketing of our products and services, and working capital and general corporate
purposes.

 

The Offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-225377), which was declared
effective by the Securities and Exchange Commission (the “SEC”) on June 14, 2018, under the Securities Act of
1933, as amended (the “Securities Act”), and the prospectus dated June 14, 2018, included in such registration
statement, as supplemented by the preliminary prospectus supplement, dated January 7, 2021 and a final prospectus supplement
dated January 8, 2021, as supplemented by supplement no. 1 dated January 11, 2021.

 

The
Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act and termination
and other provisions customary for transactions of this nature. The Company and all of the Company’s officers and directors
have also agreed not to sell or transfer any securities of the Company held by them for a period of 90 days from the closing date
of the Offering, subject to limited exceptions.

 

On
January 8, 2021, the Company obtained a waiver (“Waiver”) from certain investors (“Investors”) with respect
to certain anti-dilution adjustment provisions of a January 2020 warrant and an April 2020 warrant issued to the Investors. As
consideration for the Waiver, the Company issued an additional warrant (“Warrant”) to the Investors to purchase
an aggregate of 100,000 shares of common stock, each exercisable after six months for a five-year period with an exercise
price equal to 115% of the closing price of the Company’s stock on the date of the waiver.

 

The
foregoing summary of the Underwriting Agreement, the Underwriter Warrants, the Warrant and the Waivers are qualified in its entirety
by reference to the full text of the Underwriting Agreement, the Underwriter Warrants, the Warrant and the Waivers, copies
of which are filed herewith as Exhibits 1.1, 4.1, 4.2 and 10.1, respectively, to this Current Report on Form 8-K and incorporated
herein by reference. A copy of the opinion of TroyGould PC relating to the legality of the issuance and sale of the shares of
common stock in the Offering is filed as Exhibit 5.1 hereto and is incorporated herein and into the Registration Statement by
reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The
information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Underwriter Warrants, the Warrant and
the Waiver is incorporated herein by reference.

 

 

The
Underwriter Warrants, the shares of common stock issuable upon the exercise of the Underwriter Warrants, the Warrants and
the shares of common stock issuable upon exercise of the Warrants (collectively, the “Securities”) are not
being registered under the Securities Act or any state securities
laws. The Securities will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities
Act and Regulation D promulgated thereunder.

 

 

On
January 7, 2021, the Company issued a press release announcing the Offering. A copy of this press release is filed as Exhibit
99.1 hereto and incorporated herein by reference.

 

On
January 8, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is filed
as Exhibit 99.2 hereto, and incorporated herein by reference.

 

On January 12, 2021,
the Company issued a press release announcing the closing of the Offering. A copy of this press release is filed as Exhibit 99.3
hereto, and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

 

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

 

Date: January
12, 2021
SIGMA LABS, INC.
       
    By: /s/ Mark Ruport
    Name: Mark
Ruport
    Title: President
and Chief Executive Officer

 

  

Exhibit
1.1

 

1,488,507
SHARES of Common Stock

 

SIGMA
LABS, INC.

 

UNDERWRITING
AGREEMENT

 

January
8, 2021

 

H.C.
Wainwright & Co., LLC

As
the Representative of the

several
underwriters, if any, named in Schedule I hereto

430
Park Avenue
New York, New York 10022

 

Ladies
and Gentlemen:

 

The
undersigned, Sigma Labs, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates,
including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates
of Sigma Labs, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with
the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters
and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting
as representative to the several Underwriters (the “Representative” and if there are no Underwriters other
than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall
have the same meaning as Underwriter) on the terms and conditions set forth herein.

 

It
is understood that the several Underwriters are to make a public offering of the Public Shares as soon as the Representative deems
it advisable to do so. The Public Shares are to be initially offered to the public at the public offering price set forth in the
Prospectus. The Representative may from time to time thereafter change the public offering price and other selling terms.

 

It
is further understood that you will act as the Representative for the Underwriters in the offering and sale of the Closing Shares
and, if any, the Option Shares in accordance with this Agreement.

 

ARTICLE
I.

DEFINITIONS

 

1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following
terms have the meanings set forth in this Section 1.1:

 

Action
shall have the meaning ascribed to such term in Section 3.1(k).

 

 

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

 

Board
of Directors
” means the board of directors of the Company.

 

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, however, for clarification, commercial banks shall not be deemed
to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of
any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks
in The City of New York generally are open for use by customers on such day.

 

Closing
means the closing of the purchase and sale of the Closing Shares pursuant to Section 2.1.

 

Closing
Date
” means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters’
obligations to pay the Closing Purchase Price and (ii) the Company’s obligations to deliver the Closing Shares, in each
case, have been satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the second (2nd)
Trading Day following the date hereof or at such earlier time as shall be agreed upon by the Representative and the Company.

 

Closing
Purchase Price
” shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall
be net of the underwriting discounts and commissions.

 

Closing
Shares
” shall have the meaning ascribed to such term in Section 2.1(a).

 

Commission
means the United States Securities and Exchange Commission.

 

Common
Stock
” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.

 

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.

 

Company
Auditor
” means Haynie & Company, with offices located at 1785 West 2320 South, Salt Lake City, Utah 84119.

 

 

Company
Counsel
” means TroyGould, with offices located at 1801 Century Park East, Suite 1600, Los Angeles, California 90067.

 

Effective
Date
” shall have the meaning ascribed to such term in Section 3.1(f).

 

EGS
means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105.

 

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

 

Execution
Date
” shall mean the date on which the parties execute and enter into this Agreement.

 

Exempt
Issuance
” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company
pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the
Company, (b) the Representative Warrants and any securities issued upon exercise or exchange of the Representative Warrants and/or
securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into
shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended
since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or
conversion price of such securities or to extend the term of such securities, (c) securities issued pursuant to acquisitions or
strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are
issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit
the filing of any registration statement in connection therewith within ninety (90) days following the Closing Date, and provided
that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the
Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities,
(d) warrants to purchase up to an aggregate of 100,000 shares of Common Stock pursuant to an agreement of the Company, which warrants
shall not be exercisable for six months following issuance and shall be issued as “restricted securities” (as defined
in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith
within ninety (90) days following the Closing Date, and (e) shares of Common Stock or options to consultants, provided that such
securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require
or permit the filing of any registration statement in connection therewith within ninety (90) days following the Closing Date.

 

 

FCPA
means the Foreign Corrupt Practices Act of 1977, as amended.

 

FINRA
means the Financial Industry Regulatory Authority.

 

GAAP
shall have the meaning ascribed to such term in Section 3.1(i).

 

Indebtedness
means (a) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred
in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business; and (c) the present value of any lease payments in excess of $50,000 due under leases required to
be capitalized in accordance with GAAP.

 

Liens
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

 

Lock-Up
Agreements
” means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers
and directors, in the form of Exhibit E attached hereto.

 

Material
Adverse Effect
” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,
(ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole or (iii) a material adverse effect on the Company’s ability to perform
in any material respect on a timely basis its obligations under any Transaction Document.

 

Offering
shall have the meaning ascribed to such term in Section 2.1(c).

 

Option
Closing Date
” shall have the meaning ascribed to such term in Section 2.2(c).

 

Option
Closing Purchase Price
” shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price
shall be net of the underwriting discounts and commissions.

 

Option
Shares
” shall have the meaning ascribed to such term in Section 2.2(a)(i).

 

Over-Allotment
Option
” shall have the meaning ascribed to such term in Section 2.2.

 

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.

 

 

Preliminary
Prospectus
” means the base prospectus included in the Registration Statement and any preliminary prospectus supplement
relating to the Public Shares filed with the Commission pursuant to Rule 424(b).

 

Proceeding
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.

 

Prospectus
means the base prospectus included in the Registration Statement and final prospectus supplement relating to the Public Shares
filed with the Commission pursuant to Rule 424(b).

 

Prospectus
Supplement
” means, if any, any supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is
filed with the Commission.

 

Public
Shares
” means, collectively, the Closing Shares and, if any, the Option Shares.

 

Registration
Statement
” means, collectively, the various parts of the registration statement prepared by the Company on Form S-3
(File No. 333-225377), including the base prospectus contained therein, with respect to the Public Shares, each as amended as
of the date hereof, including the Preliminary Prospectus and the Prospectus and all exhibits filed with or incorporated by reference
into such registration statement.

 

Required
Approvals
” shall have the meaning ascribed to such term in Section 3.1(e).

 

Rule
424
” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.

 

SEC
Reports
” shall have the meaning ascribed to such term in Section 3.1(i).

 

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

 

Share
Purchase Price
” shall have the meaning ascribed to such term in Section 2.1(b).

 

Shares
means, collectively, the shares of Common Stock delivered to the Underwriters in accordance with Section 2.1(a) and Section 2.2(a).

 

Subsidiary
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.

 

 

Trading
Day
” means a day on which the principal Trading Market is open for trading.

 

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).

 

Transaction
Documents
” means this Agreement, the Lock-Up Agreements, and any other documents or agreements executed in connection
with the transactions contemplated hereunder.

 

Transfer
Agent
” means Issuer Direct Corporation, the current transfer agent of the Company, with offices located at 1981 Murray
Holladay Road, Suite 100, Salt Lake City, Utah 84117, and any successor transfer agent of the Company.

 

Variable
Rate Transaction
” shall have the meaning ascribed to such term in Section 4.18(b).

 

ARTICLE
II.

PURCHASE
AND SALE

 

2.1
Closing.

 

(a)
Upon the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate 1,488,507 shares of
Common Stock and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the number of shares of Common
Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule I hereof.

 

(b)
The aggregate purchase price for the Closing Shares shall equal the amount set forth opposite the name of such Underwriter on
Schedule I hereto (the “Closing Purchase Price”). The purchase price for one Share shall be $2.775 (the
Share Purchase Price”).

 

(c)
On the Closing Date, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available
funds equal to such Underwriter’s Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter
its respective Closing Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the
Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur at the offices
of EGS or such other location (including remotely by facsimile or other electronic transmission) as the Company and Representative
shall mutually agree. The Public Shares are to be offered initially to the public at the offering price set forth on the cover
page of the Prospectus Supplement (the “Offering”).

 

 

2.2
Over-Allotment Option.

 

(a)
For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative
is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 223,276 shares
of Common Stock (the “Option Shares”) at the Share Purchase Price.

 

(b)
In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the
product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to
be paid on an Option Closing Date, the “Option Closing Purchase Price”).

 

(c)
The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time)
or any part (from time to time) of the Option Shares within thirty (30) days after the Execution Date. An Underwriter will not
be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative.
The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative,
which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of
Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option
Closing Date
”), which will not be later than two (2) full Business Days after the date of the notice or such other time
as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely
by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery
and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice.
Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the
terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified
in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment
Option by written notice to the Company.

 

2.3
Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following:

 

(i)
At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares
shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several
Underwriters;

 

(ii)
At the Closing Date, to the Representative only, a Common Stock purchase warrant to purchase up to a number of shares of Common
Stock equal to 8.0% of the number of Closing Shares (the “Representative Warrants”), in certificated form registered
in the name of the Representative or its designees, which Representative Warrants shall have an exercise price of $3.75, subject
to adjustment therein, and shall be in the form of Exhibit A attached hereto, and, on each Option Closing Date, if any,
Representative Warrants equal to 8.0% of the Option Shares issued on such Option Closing Date

 

 

(iii)
At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative
assurance letter, substantially in the form of Exhibit B attached hereto and as to each Option Closing Date, if any, a
bring-down opinion and negative assurance letter from Company Counsel in form and substance reasonably satisfactory to the Representative;

 

(iv)
Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all
respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down
letter dated as of the Closing Date and each Option Closing Date, if any;

 

(v)
At the Closing Date and at each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially
in the form of Exhibit C attached hereto;

 

(vi)
At the Closing Date and at each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially
in the form of Exhibit D attached hereto; and

 

(vii)
Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

 

2.4
Closing Conditions. The respective obligations of each Underwriter hereunder in connection with the Closing and each Option
Closing Date are subject to the following conditions being met:

 

(i)
the accuracy in all material respects when made and on the date in question (other than representations and warranties of the
Company already qualified by materiality, which shall be true and correct in all respects) of the representations and warranties
of the Company contained herein (unless as of a specific date therein);

 

(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the date in question shall have
been performed;

 

(iii)
the delivery by the Company of the items set forth in Section 2.3 of this Agreement;

 

(iv)
the Registration Statement shall be effective on the date of this Agreement and at each of the Closing Date and each Option Closing
Date, if any, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings
for that purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part
of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative;

 

 

(v)
by the Execution Date, if required by FINRA, the Underwriters shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement;

 

(vi)
the Closing Shares and the Option Shares have been approved for listing on the Trading Market; and

 

(vii)
prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no material adverse change
or development involving a prospective material adverse change in the condition or prospects or the business activities, financial
or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus;
(ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Affiliate
of the Company before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable
decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income
of the Company, except as set forth in the Registration Statement and Prospectus; (iii) no stop order shall have been issued under
the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration
Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required
to be stated therein in accordance with the Securities Act and the rules and regulations thereunder and shall conform in all material
respects to the requirements of the Securities Act and the rules and regulations thereunder, and neither the Registration Statement
nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state
any 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.

 

ARTICLE
III.

REPRESENTATIONS
AND WARRANTIES

 

3.1
Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Execution
Date, as of the Closing Date and as of each Option Closing Date, if any, as follows:

 

(a)
Subsidiaries. All of the direct and indirect Subsidiaries of the Company are set forth in the SEC Reports. The Company
owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens,
and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no Subsidiaries, all other
references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

 

 

(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the
Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

 

(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and each of the other Transaction Documents to which the Company is a party and
otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the
other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the
Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required
Approvals. This Agreement and each other Transaction Document to which the Company is a party has been (or upon delivery will
have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the
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.

 

 

(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents
to which it is a party, the issuance and sale of the Public Shares and the consummation by it of the transactions contemplated
hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s
certificate or articles of incorporation, 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 any Subsidiary, or give to others any rights of termination, amendment,
anti-dilution (except for anti-dilution provisions in the Company’s Certificate of Designations (the “COD”)
of the Series D Convertible Preferred Stock (the “Preferred Stock”), the Company’s Warrants to Purchase
Common Stock issued on January 28, 2020, and the Company’s Series A Warrants to purchase Common Stock issued on April 6,
2020, as applicable (collectively, the “Anti-Dilution Adjustments”), which Anti-Dilution Adjustments are disclosed
in the SEC Reports) or similar adjustments, 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 or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound
or affected, or (iii) 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 or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or
a Subsidiary 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)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other
than a notice with respect to Section 4(o) of the Securities Purchase Agreement, dated as of January 27, 2020, by and among the
Company and the investors listed on the Schedule of Buyers thereto (the “SPA”) and other than: (i) the filing
with the Commission of the Prospectus Supplement, (ii) the filing of application(s) to the Trading Market for the listing of the
Closing Shares and Option Shares for trading thereon in the time and manner required thereby and (iii) such filings as are required
to be made under applicable state securities laws (collectively, the “Required Approvals”).

 

 

(f)
Registration Statement. The Company has filed with the Commission the Registration Statement under the Securities Act,
which became effective on June 14, 2018 (the “Effective Date”), for the registration under the Securities Act
of the Public Shares. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration
Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Preliminary
Prospectus, the Prospectus and any Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company is eligible
to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value
of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General
Instruction I.B.6 of Form S-3. The Company has advised the Representative of all further information (financial and other) with
respect to the Company required to be set forth therein in the Registration Statement, the Preliminary Prospectus, the Prospectus
and any Prospectus Supplement. Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus, the
Prospectus or any Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue
date of the Preliminary Prospectus, the Prospectus or any Prospectus Supplement, 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 Preliminary Prospectus, the Prospectus or any Prospectus Supplement 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 Preliminary Prospectus,
the Prospectus or any Prospectus Supplement, 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 Preliminary Prospectus, the Prospectus or any Prospectus Supplement (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 Preliminary Prospectus, the Prospectus or any Prospectus Supplement, as the case
may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus, the
Prospectus or any Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated
or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing
prospectus
” has the meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior
consent of the Representative, prepare, use or refer to, any free writing prospectus.

 

(g)
Issuance of Shares. The Public Shares are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable
pursuant to this Agreement. The holder of the Public Shares will not be subject to personal liability by reason of being such
holders. The Public Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company
or similar contractual rights granted by the Company. All corporate action required to be taken for the authorization, issuance
and sale of the Public Shares has been duly and validly taken. The Public Shares conform in all material respects to all statements
with respect thereto contained in the Registration Statement.

 

 

(h)
Capitalization. The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital
stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock
options under the Company’s stock option plans, the issuance of shares of Common Stock (the “Plan Shares”)
to employees, directors and consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion
and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange
Act. Except pursuant to Section 4(o) of the SPA, which SPA is disclosed in the SEC Reports, no Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction
Documents. Except as set forth in the SEC Reports, and except for the Plan Shares and stock options granted to employees, directors
and consultants pursuant to the Company’s equity incentive plans, there are no outstanding options, warrants, scrip rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock
or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or the capital stock
of any Subsidiary. The issuance and sale of the Public Shares will not obligate the Company or any Subsidiary to issue shares
of Common Stock or other securities to any Person (other than the Underwriters). Except for the Anti-Dilution Adjustments, there
are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion,
exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except
as set forth in the COD, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any
redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company
or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. Except for the Company’s
2020 Stock Appreciation Rights Plan (pursuant to which no shares of capital stock may be issued), which 2020 Stock Appreciation
Rights Plan is disclosed in the SEC Reports, the Company does not have any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized,
validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none
of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.
The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration
Statement and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered
under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties
of the purchasers, exempt from such registration requirements. No further approval or authorization of any stockholder, the Board
of Directors or others is required for the issuance and sale of the Public Shares. There are no stockholders agreements, voting
agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to
the knowledge of the Company, between or among any of the Company’s stockholders.

 

 

(i)
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation
to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,
together with the Preliminary Prospectus, the Prospectus and any Prospectus Supplement, being collectively referred to herein
as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed
any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in
all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements
or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments. The agreements and documents described in the Registration Statement, the Preliminary
Prospectus, the Prospectus, any Prospectus Supplement and the SEC Reports conform in all material respects to the descriptions
thereof contained therein and there are no agreements or other documents required by the Securities Act and the rules and regulations
thereunder to be described in the Registration Statement, the Preliminary Prospectus, the Prospectus, any Prospectus Supplement
or the SEC Reports or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described
or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which
it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Prospectus, the Prospectus Supplement
or the SEC Reports, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the
Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s
knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification
or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court
before which any proceeding therefore may be brought. None of such agreements or instruments has been assigned by the Company,
and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the
best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would
constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions
of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order
or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets
or businesses, including, without limitation, those relating to environmental laws and regulations, except for violations which
would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

 

 

(j)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements
included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i)
there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse
Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than
(A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the
Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem
any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except
pursuant to existing Company stock option plans and (vi) no officer or director of the Company has resigned from any position
with the Company. The Company does not have pending before the Commission any request for confidential treatment of information.
Except for the issuance of the Public Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence
or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries
or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be
disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not
been publicly disclosed at least 1 Trading Day prior to the date that this representation is made. Unless otherwise disclosed
in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or incurred any liability or obligation,
direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect
to its capital stock since the date of the most recent audited financial statements included in the SEC Reports.

 

(k)
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge
of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by
any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability
of any of the Transaction Documents or the Public Shares or (ii) could, if there were an unfavorable decision, have or reasonably
be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof,
is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws
or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or
any Subsidiary under the Exchange Act or the Securities Act.

 

 

(l)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its
Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such
Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company
and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive
officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement
or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not
subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and
its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment
and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

(m)
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred
that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary
under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation
of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any
of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree
or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance
or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating
to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters,
except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

 

(n)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described
in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material
Adverse Effect (each, a “Material Permit”), and neither the Company nor any Subsidiary has received any notice
of proceedings relating to the revocation or modification of any Material Permit. The disclosures in the Registration Statement
concerning the effects of Federal, State, local and all foreign regulation on the Company’s business as currently contemplated
are correct in all material respects.

 

 

(o)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to, or have valid and marketable
rights to lease or otherwise use, all real property and all personal property that is material to the business of the Company
and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of
such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the
Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor
in accordance with GAAP, and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities
held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which
the Company and the Subsidiaries are in compliance.

 

(p)
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights necessary or required for use in connection with their respective businesses as described in
the SEC Reports and which the failure to do so could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights
”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise)
that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate
or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since
the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise
has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person. To the knowledge of
the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of
any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the
secrecy, confidentiality and value of all of their Intellectual Property Rights, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

(q)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries
are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase
in cost.

 

 

(r)
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of
the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is
presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental
of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring
payments to or from, any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer,
director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner,
in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement
for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any
stock option plan of the Company.

 

(s)
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and
all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable
rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing
Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance
that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and
procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company
and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such
date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial
reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or
is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

 

 

(t)
Certain Fees. Except as set forth in the 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. To the Company’s knowledge, there are no other arrangements, agreements or understandings of the Company or,
to the Company’s knowledge, any of its stockholders that may affect the Underwriters’ compensation, as determined
by FINRA. Except as disclosed in the SEC Reports, the Company has not made 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;
or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve
months prior to the Execution Date. None of the net proceeds of the Offering will be paid by the Company to any participating
FINRA member or its affiliates, except as specifically authorized herein or set forth in the Prospectus Supplement.

 

(u)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Public
Shares will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act
of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company”
subject to registration under the Investment Company Act of 1940, as amended.

 

(v)
Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the
Securities Act of any securities of the Company or any Subsidiary.

 

(w)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating
terminating such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date
hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the
Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason
to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing
corporation and the Company is current in payment of the fees of the Depository Trust Company (or such other established clearing
corporation) in connection with such electronic transfer.

 

 

 

(x)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in
order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar
charter documents) or the laws of its state of incorporation that is or could become applicable as a result of the Underwriters
and the Company fulfilling their obligations or exercising their rights under the Transaction Documents.

 

(y)
Disclosure; 10b-5. The Registration Statement (and any further documents to be filed with the Commission) contains all
exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment
thereto, if any, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act
and the applicable rules and regulations under the Securities Act and did not and, as amended or supplemented, if applicable,
will not, contain 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 not misleading. The Preliminary Prospectus, Prospectus and the Prospectus Supplement, each as of
its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable rules and
regulations. Each of the Preliminary Prospectus, Prospectus and the Prospectus Supplement, as amended or supplemented, did not
and will not contain as of the date thereof any untrue statement of a material fact or 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. The SEC Reports,
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, and none of such documents, when they were filed with the Commission, contained any untrue statement of
a material fact or omitted to state a material fact necessary to make the statements therein (with respect to the SEC Reports
incorporated by reference in the Preliminary Prospectus, the Prospectus or any Prospectus Supplement), in light of the circumstances
under which they were made not misleading; and any further documents so filed and incorporated by reference in the Preliminary
Prospectus, the Prospectus or any Prospectus Supplement, when such documents are filed with the Commission, will conform in all
material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, 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. 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. There are no contracts or other documents required
to be described in the Preliminary Prospectus, Prospectus or any Prospectus Supplement, or to be filed as exhibits or schedules
to the Registration Statement, which have not been described or filed as required. The press releases disseminated by the Company
during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made and when made, not misleading.

 

 

(z)
No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would cause this offering of the Public Shares to be integrated with prior offerings by the Company for purposes of any applicable
shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

 

(aa)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the
receipt by the Company of the proceeds from the sale of the Public Shares hereunder, (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small
capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account
the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements
and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would
receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient
to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend
to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable
on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will
file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the
Closing Date. The SEC Reports sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company
or any Subsidiary, or for which the Company or any Subsidiary has commitments. Neither the Company nor any Subsidiary is in default
with respect to any Indebtedness.

 

(bb)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and
local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which
it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company or of any Subsidiary know of no basis for any such claim. The provisions for taxes payable, if any, shown on the financial
statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not
disputed, and for all periods to and including the dates of such consolidated financial statements. The term “taxes”
mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer,
franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation,
premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatsoever, together
with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term “returns”
means all returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.

 

 

(cc)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary,
any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii)
made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties
or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made
by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material
respect any provision of FCPA. The Company has taken reasonable steps to ensure that its accounting controls and procedures are
sufficient to cause the Company to comply in all material respects with the FCPA.

 

(dd)
Accountants. To the knowledge and belief of the Company, the Company Auditor (i) is an independent registered public accounting
firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included
in the Company’s Annual Report for the fiscal year ending December 31, 2020. The Company Auditor has not, during the periods
covered by the financial statements included in the Prospectus, provided to the Company any non-audit services, as such term is
used in Section 10A(g) of the Exchange Act.

 

(ee)
[RESERVED]

 

(ff)
Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i)
in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair
market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock
option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there
is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate
the grant of stock options with, the release or other public announcement of material information regarding the Company or its
Subsidiaries or their financial results or prospects.

 

(gg)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department.

 

 

(hh)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation
within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the
Representative’s request.

 

(ii)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding
Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve
System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls,
directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent
(25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies
of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

 

(jj)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws
”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of
the Company or any Subsidiary, threatened.

 

(kk)
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires that were most
recently completed by each of the Company’s directors and officers and in the Lock-Up Agreement provided to the Underwriters
is true and correct in all respects and the Company has not become aware of any information which would cause the information
disclosed in such questionnaires become inaccurate and incorrect.

 

(ll)
FINRA Affiliation. To the Company’s knowledge, no officer, director or any beneficial owner of 5% or more of the
Company’s unregistered securities has any direct or indirect affiliation or association with any FINRA member (as determined
in accordance with the rules and regulations of FINRA) that is participating in the Offering. The Company will advise the Representative
and EGS if it learns that any officer, director or owner of 5% or more of the Company’s outstanding shares of Common Stock
or Common Stock Equivalents is or becomes an affiliate or associated person of a FINRA member firm.

 

(mm)
Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the
Representative or EGS shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered
thereby.

 

 

(nn)
Board of Directors. The Board of Directors is comprised of the persons set forth in the 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 Trading Market. At least one member
of the Board of Directors qualifies as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of
2002 and the rules promulgated thereunder and the rules of 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.

 

(oo)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign
laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater,
land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals,
pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder
(“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such
permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to
have, individually or in the aggregate, a Material Adverse Effect.

 

ARTICLE
IV.

OTHER
AGREEMENTS OF THE PARTIES

 

4.1
Amendments to Registration Statement. The Company has delivered, or will as promptly as practicable deliver, to the Underwriters
complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as
a part thereof, and conformed copies of the Registration Statement (without exhibits), the Preliminary Prospectus, the Prospectus
and any Prospectus Supplement, as amended or supplemented, in such quantities and at such places as an Underwriter reasonably
requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to
the Closing Date, any offering material in connection with the offering and sale of the Public Shares other than the Preliminary
Prospectus, the Prospectus, the Prospectus Supplement, the Registration Statement, any Permitted Free Writing Prospectus and copies
of the documents incorporated by reference therein. The Company shall not file any such amendment or supplement to which the Representative
shall reasonably object in writing.

 

 

4.2
Federal Securities Laws.

 

(a)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use
its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder
and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the
continuance of sales of or dealings in the Public Shares in accordance with the provisions hereof and the Prospectus. If at any
time when a Prospectus relating to the Public Shares is required to be delivered under the Securities Act, any event shall have
occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then
amended or supplemented, includes an untrue statement of a material fact or omits to state any 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,
or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters
promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance
with Section 10 of the Securities Act.

 

(b)
Filing of Final Prospectus Supplement. The Company will file the final Prospectus Supplement (in form and substance satisfactory
to the Representative) with the Commission pursuant to the requirements of Rule 424.

 

(c)
Exchange Act Registration. For a period of two years from the Execution Date, the Company will use its reasonable best
efforts to maintain the registration of the Common Stock under the Exchange Act. For a period of two years from the Execution
Date, the Company will not deregister the Common Stock under the Exchange Act without the prior written consent of the Representative.

 

(d)
Free Writing Prospectuses. The Company represents and agrees that it has not made and will not make any offer relating
to the Public Shares that would constitute an issuer free writing prospectus, as defined in Rule 433 of the rules and regulations
under the Securities Act, without the prior written consent of the Representative. Any such free writing prospectus consented
to by the Representative is herein referred to as a Permitted Free Writing Prospectus.” The Company
represents that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus” as defined
in rule and regulations under the Securities Act, and has complied and will comply with the applicable requirements of Rule 433
of the Securities Act, including timely Commission filing where required, legending and record keeping.

 

4.3
Delivery to the Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge, from time to
time during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act such number
of copies of each Prospectus as the Underwriters may reasonably request.

 

 

4.4
Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause
the Registration Statement to remain effective with a current prospectus until nine (9) months from the Execution Date and will
notify the Underwriters promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and
any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any
proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of
the qualification of the Public Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, of any
proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the
Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission;
and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes
any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any
changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend
such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

 

4.5
Expenses of the Offering.

 

(a)
General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option
Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations
of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to
the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA
Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the
listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative
together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares
under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably
designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting
Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire
and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many
preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s
public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer
Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter
delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company
to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s
legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors;
(l) up to $12,900 with respect to the fees and expenses of the Representative’s clearing firm; (m) the expenses of the Underwriters’
use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering;
and (n) the Underwriters’ actual “road show” expenses for the Offering.
The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option
Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

 

 

(b)
Expenses of the Representative. The Company agrees that, in addition to the expenses payable pursuant to Section 4.5(a),
on the Closing Date (except as set forth herein), the Company will (i) pay to the Representative a management fee equal to 1.0%
of the aggregate gross proceeds of the Offering (and a management fee equal to 1.0% of the aggregate gross proceeds on each Option
Closing Date, if any) and (ii) reimburse the Representative for its legal and other out-of-pocket expenses of the Offering in
an amount of up to an aggregate of $75,000 (which shall include any expenses under (m) and (n) in Section 4.5(a) herein) by deduction
from the proceeds of the Offering contemplated herein.

 

4.6
Application of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent
with the application described under the caption “Use of Proceeds” in the Prospectus.

 

4.7
Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders
as soon as practicable, but not later than the first day of the fifteenth full calendar month following the Execution Date, an
earnings statement (which need not be certified by independent public or independent certified public accountants unless required
by the Securities Act or the Rules and Regulations under the Securities Act, but which shall satisfy the provisions of Rule 158(a)
under Section 11(a) of the Securities Act) covering a period of at least twelve consecutive months beginning after the Execution
Date.

 

4.8
Stabilization. Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the
consent of the Representative) has taken or will take, directly or indirectly, any action designed to or that has constituted
or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of the Public Shares.

 

4.9
Internal Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable
assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions
are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability
for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

 

 

4.10
Accountants. The Company shall continue to retain a nationally recognized independent certified public accounting firm
for a period of at least three years after the Execution Date. The Underwriters acknowledge that the Company Auditor is acceptable
to the Underwriters.

 

4.11
FINRA. The Company shall advise the Underwriters (who shall make an appropriate filing with FINRA) if it is aware that
any 5% or greater shareholder of the Company becomes an affiliate or associated person of an Underwriter.

 

4.12
No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is
solely contractual and commercial in nature, based on arms-length negotiations and that neither the Underwriters nor their affiliates
or any selected dealer shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company
or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement. Notwithstanding
anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the
success of the Offering that are not limited to the difference between the price to the public and the purchase price paid to
the Company by the Underwriters for the shares and the Underwriters have no obligation to disclose, or account to the Company
for, any of such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by law,
any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty.

 

4.13
Board Composition and Board Designations. The Company shall ensure that: (i) 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 and with the listing requirements of the Trading Market and (ii) if applicable, at least one member of
the Board of Directors qualifies as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002
and the rules promulgated thereunder.

 

4.14
Securities Laws Disclosure; Publicity. At the request of the Representative, by 9:00 a.m. (New York City time) on the date
hereof, the Company shall issue a press release disclosing the material terms of the Offering. The Company and the Representative
shall consult with each other in issuing any other press releases with respect to the Offering, and neither the Company nor any
Underwriter shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company,
with respect to any press release of such Underwriter, or without the prior consent of such Underwriter, with respect to any press
release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by
law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.
The Company will not issue press releases or engage in any other publicity, without the Representative’s prior written consent,
for a period ending at 5:00 p.m. (New York City time) on the first business day following the 30th day following the Closing Date,
other than normal and customary releases issued in the ordinary course of the Company’s business.

 

 

4.15
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other
Person, that any Underwriter of the Public Shares is an “Acquiring Person” under any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in
effect or hereafter adopted by the Company, or that any Underwriter of Public Shares could be deemed to trigger the provisions
of any such plan or arrangement, by virtue of receiving Public Shares.

 

4.16
Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve
and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling
the Company to issue Option Shares pursuant to the Over-Allotment Option.

 

4.17
Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation
of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall
apply to list or quote all of the Closing Shares and Option Shares on such Trading Market and promptly secure the listing of all
of the Closing Shares and Option Shares on such Trading Market. The Company further agrees, if the Company applies to have the
Common Stock traded on any other Trading Market, it will then include in such application all of the Closing Shares and Option
Shares, and will take such other action as is necessary to cause all of the Closing Shares and Option Shares to be listed or quoted
on such other Trading Market as promptly as possible. For a period of twelve (12) months following the Closing Date, the Company
will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and
will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the
Trading Market. For a period of twelve (12) months following the Closing Date, the Company agrees to maintain the eligibility
of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation,
including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation
in connection with such electronic transfer.

 

4.18
Subsequent Equity Sales.

 

(a)
From the date hereof until ninety (90) days following the Closing Date, neither the Company nor any Subsidiary shall issue, enter
into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

 

 

(b)
From the date hereof until twelve (12) months following the Closing 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 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, whereby the Company may issue securities at a future determined price; provided, however, that,
after ninety (90) days following the Closing Date, the issuance of shares of Common Stock in an “at the market” offering
with H.C. Wainwright & Co., LLC as sales agent shall not be deemed a Variable Rate Transaction. For purposes of clarity, the
issuance of shares of Preferred Stock pursuant to the COD shall not be subject to this Section 4.18(b), provided that such COD
and Preferred Stock are not amended following the date of this Agreement. Any Underwriter 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.

 

(c)
Notwithstanding the foregoing, this Section 4.18 shall not apply in respect of an Exempt Issuance, except that no Variable Rate
Transaction shall be an Exempt Issuance.

 

4.19
Research Independence. The Company acknowledges that each Underwriter’s research analysts and research departments,
if any, are required to be independent from their respective investment banking divisions and are subject to certain regulations
and internal policies, and that such Underwriter’s research analysts may hold and make statements or investment recommendations
and/or publish research reports with respect to the Company and/or the offering that differ from the views of its investment bankers.
The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such
Underwriter 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 such Underwriter’s investment banking divisions. The Company acknowledges that the Representative 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.

 

 

ARTICLE
V.

DEFAULT
BY UNDERWRITERS

 

If
on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the
Closing Shares or Option Shares, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise
than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter,
the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other
Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein,
the Closing Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase.
If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing
Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if
the aggregate number of Closing Shares or Option Shares, as the case may be, with respect to which such default shall occur does
not exceed 10% of the Closing Shares or Option Shares, as the case may be, covered hereby, the other Underwriters shall be obligated,
severally, in proportion to the respective numbers of Closing Shares or Option Shares, as the case may be, which they are obligated
to purchase hereunder, to purchase the Closing Shares or Option Shares, as the case may be, which such defaulting Underwriter
or Underwriters failed to purchase, or (b) if the aggregate number of Closing Shares or Option Shares, as the case may be, with
respect to which such default shall occur exceeds 10% of the Closing Shares or Option Shares, as the case may be, covered hereby,
the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting
Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter
or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven
days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine
in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter”
includes any Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under this Agreement.

 

ARTICLE
VI.

INDEMNIFICATION

 

6.1
Indemnification of the Underwriters. Subject to the conditions set forth below, the Company agrees to indemnify and hold
harmless the Underwriters, and each dealer selected by each Underwriter that participates in the offer and sale of the Public
Shares (each a “Selected Dealer”) and each of their respective directors, officers and employees and each Person,
if any, who controls such Underwriter or any Selected Dealer (“Controlling Person”) within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense whatsoever
(including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between such Underwriter
and the Company or between such Underwriter and any third party or otherwise) to which they or any of them may become subject
under the Securities Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries,
arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration
Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement (as from time to time each may be amended and
supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection
with the marketing of the offering of the Public Shares, including any “road show” or investor presentations made
to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication
(in this Article VI, collectively called “application”) executed by the Company or based upon written information
furnished by the Company in any jurisdiction in order to qualify the Public Shares under the securities laws thereof or filed
with the Commission, any state securities commission or agency, Trading Market or any securities exchange; or the omission or
alleged omission therefrom of 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, unless such statement or omission was made in reliance upon and
in conformity with written information furnished to the Company with respect to the applicable Underwriter by or on behalf of
such Underwriter expressly for use in the Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus
Supplement, or any amendment or supplement thereto, or in any application, as the case may be. With respect to any untrue statement
or omission or alleged untrue statement or omission made in the Preliminary Prospectus, if any, the indemnity agreement contained
in this Section 6.1 shall not inure to the benefit of an Underwriter to the extent that any loss, liability, claim, damage or
expense of such Underwriter results from the fact that a copy of the Prospectus was not given or sent to the Person asserting
any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Public Shares to such Person
as required by the Securities Act and the rules and regulations thereunder, and if the untrue statement or omission has been corrected
in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company with its obligations
under this Agreement. The Company agrees promptly to notify each Underwriter of the commencement of any litigation or proceedings
against the Company or any of its officers, directors or Controlling Persons in connection with the issue and sale of the Public
Shares or in connection with the Registration Statement or Prospectus.

 

 

6.2
Procedure. If any action is brought against an Underwriter, a Selected Dealer or a Controlling Person in respect of which
indemnity may be sought against the Company pursuant to Section 6.1, such Underwriter, such Selected Dealer or Controlling Person,
as the case may be, shall promptly notify the Company in writing of the institution of such action and the Company shall assume
the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter
or such Selected Dealer, as the case may be) and payment of actual expenses. Such Underwriter, such Selected Dealer or Controlling
Person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall
be at the expense of such Underwriter, such Selected Dealer or Controlling Person unless (i) the employment of such counsel at
the expense of the Company shall have been authorized in writing by the Company in connection with the defense of such action,
or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party
or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional
to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on
behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional
firm of attorneys selected by such Underwriter (in addition to local counsel), Selected Dealer and/or Controlling Person shall
be borne by the Company. Notwithstanding anything to the contrary contained herein, if any Underwriter, Selected Dealer or Controlling
Person shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any
settlement of such action which approval shall not be unreasonably withheld.

 

 

6.3
Indemnification of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company,
its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity
from the Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions made in the Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement
or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information
furnished to the Company with respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary
Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application.
In case any action shall be brought against the Company or any other Person so indemnified based on any Preliminary Prospectus,
if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of
which indemnity may be sought against such Underwriter, such Underwriter shall have the rights and duties given to the Company,
and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions
of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company
for any amount in excess of the underwriting discounts and commissions applicable to the Public Shares purchased by such Underwriter.
The Underwriters’ obligations in this Section 6.3 to indemnify the Company are several in proportion to their respective
underwriting obligations and not joint.

 

6.4
Contribution.

 

(a)
Contribution Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which
(i) any Person entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially
determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact
that this Article VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act
or otherwise may be required on the part of any such Person in circumstances for which indemnification is provided under this
Article VI, then, and in each such case, the Company and each Underwriter, severally and not jointly, shall contribute to the
aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by
the Company and such Underwriter, as incurred, in such proportions that such Underwriter is responsible for that portion represented
by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price
appearing thereon and the Company is responsible for the balance; provided, that, no Person guilty of a fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section, each director, officer and employee of such Underwriter or
the Company, as applicable, and each Person, if any, who controls such Underwriter or the Company, as applicable, within the meaning
of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter or the Company, as applicable.
Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the
underwriting discounts and commissions applicable to the Public Shares purchased by such Underwriter. The Underwriters’
obligations in this Section 6.4 to contribute are several in proportion to their respective underwriting obligations and not joint.

 

 

(b)
Contribution Procedure. Within fifteen days after receipt by any party to this Agreement (or its representative) of notice
of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be
made against another party (“contributing party”), notify the contributing party of the commencement thereof,
but the failure to so notify the contributing party will not relieve it from any liability which it may have to any other party
other than for contribution hereunder. In case any such action, suit or proceeding is brought against any party, and such party
notifies a contributing party or its representative of the commencement thereof within the aforesaid fifteen days, the contributing
party will be entitled to participate therein with the notifying party and any other contributing party similarly notified. Any
such contributing party shall not be liable to any party seeking contribution on account of any settlement of any claim, action
or proceeding affected by such party seeking contribution without the written consent of such contributing party. The contribution
provisions contained in this Section 6.4 are intended to supersede, to the extent permitted by law, any right to contribution
under the Securities Act, the Exchange Act or otherwise available.

 

ARTICLE
VII.

MISCELLANEOUS

 

7.1
Termination.

 

(a)
Termination Right. The Representative shall have the right to terminate this Agreement at any time prior to any Closing
Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the
immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market
shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges
for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having
jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv)
if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange
trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall
have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious
act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable
to proceed with the delivery of the Public Shares, or (vii) if the Company is in material breach of any of its representations,
warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material
adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as
in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public
Shares or to enforce contracts made by the Underwriters for the sale of the Public Shares.

 

 

(b)
Expenses. In the event this Agreement shall be terminated pursuant to Section 7.1(a), within the time specified herein
or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Representative its reasonable,
actual and accountable out of pocket expenses related to the transactions contemplated herein then due and payable, including
the fees and disbursements of EGS up to $40,000 (provided, however, that such expense cap in no way limits or impairs
the indemnification and contribution provisions of this Agreement).

 

(c)
Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination
of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Article VI shall not be in any
way altered or affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

 

7.2
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Preliminary Prospectus,
the Prospectus and any Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter
hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which
the parties acknowledge have been merged into such documents, exhibits and schedules. Notwithstanding anything herein to the contrary,
the Engagement Agreement, dated January 4, 2021 (“Engagement Agreement”), by and between the Company and the
Representative, shall continue to be effective and the terms therein, including, without limitation, Sections A.4 and A.5 with
respect to any future offerings, shall continue to survive and be enforceable by the Representative in accordance with its terms,
provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms of this
Agreement shall prevail.

 

7.3
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or e-mail attachment at the email address set forth on the signature pages
attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or e-mail attachment at the e-mail address
as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City
time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as set forth on the signature pages attached hereto.

 

 

7.4
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Representative. No waiver of any default with respect to
any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver
of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission
of any party to exercise any right hereunder in any manner impair the exercise of any such right.

 

7.5
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.

 

7.6
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns.

 

7.7
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
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 Agreement and any other Transaction Documents (whether brought against a
party hereto or its 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 (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 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 Agreement
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 or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company
under Article VI, the prevailing party in such Action or Proceeding shall be reimbursed by the other party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action
or Proceeding.

 

7.8
Survival. The representations and warranties contained herein shall survive the Closing and the Option Closing, if any,
and the delivery of the Public Shares.

 

 

7.9
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other
party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.

 

7.10
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.

 

7.11
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of
damages, the Underwriters and the Company will be entitled to specific performance under the Transaction Documents. The parties
agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained
in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation
the defense that a remedy at law would be adequate.

 

7.12
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.

 

7.13
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be
subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.

 

7.14
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY,
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER
ANY RIGHT TO TRIAL BY JURY.

 

(Signature
Pages Follow)

 

 

If
the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space
provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company and the several
Underwriters in accordance with its terms.

 

  Very truly yours,
     
  SIGMA LABS, INC.
     
  By: /s/
Mark K. Ruport
  Name: 

Mark
K. Ruport

  Title: President
and Chief Executive Officer

 

Address
for Notice
:

3900
Paseo del Sol

Santa
Fe, New Mexico 87507

Attention:
Mark Ruport

Email:
Mark@sigmalabsinc.com

 

Copy
to
:

TroyGould

1801
Century Park East, Suite 1600

Los
Angeles, California

Attention:
Darren Freedman

Email:
dfreedman@troygould.com

 

Accepted
on the date first above written.

H.C.
WAINWRIGHT & CO., LLC

As
the Representative of the several

Underwriters
listed on Schedule I

 

By:  /s/
Edward D. Silvera
 
Name:  Edward
D. Silvera
 
Title:  Chief
Operating Officer
 

 

Address
for Notice
:

430
Park Avenue

New
York, New York 10022

E-mail:
notices@hcwco.com

Attention:
Chief Executive Officer

 

Copy
to
:

Ellenoff
Grossman & Schole LLP

1345
Avenue of the Americas

New
York, New York 10105

E-mail:
capmkts@egsllp.com

Attention:
Robert F. Charron

 

 

SCHEDULE
I

 

Schedule
of Underwriters

 

Underwriters   Closing Shares     Closing Purchase Price  
             
H.C. Wainwright & Co., LLC     1,488,507     $ 4,130,606.93  
                 
Total     1,488,507     $ 4,130,606.93  

 

 

 

Exhibit
4.1

 

EXHIBIT
A

 

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.

 

FORM
OF UNDERWRITER COMMON STOCK PURCHASE WARRANT

 

SIGMA
LABS, INC.

 

Warrant
Shares: ______
___
  Initial
Exercise Date: January ____, 2021

 

THIS
UNDERWRITER 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 on or prior
to 5:00 p.m. (New York City time) on January ___, 20261 (the “Termination Date”) but not thereafter,
to subscribe for and purchase from Sigma Labs, Inc., a Nevada corporation (the “Company”), up to ______ shares
(as subject to adjustment hereunder, the “Warrant Shares”) of 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). This Warrant is issued pursuant
to the Underwriting Agreement.

 

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.

 

1 Insert the date that is the five (5) year anniversary of the date of commencement of sales in the offering, provided that,
if such date is not a Trading Day, insert the immediately following Trading Day.

 

 

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

 

Board
of Directors
” means the board of directors of the Company.

 

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, however, for clarification, commercial banks shall not be deemed
to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of
any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks
in The City of New York generally are open for use by customers on such day.

 

Commission
means the United States Securities and Exchange Commission.

 

Common
Stock
” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.

 

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.

 

 

Subsidiary
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.

 

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 Issuer Direct Corporation, the current transfer agent of the Company, with offices located at 1981 Murray
Holladay Road, Suite 100, Salt Lake City, Utah 84117, and any successor transfer agent of the Company.

 

Underwriting
Agreement
” means the underwriting agreement, dated as of January ___, 2021, among the Company and H.C. Wainwright &
Co., LLC, as representative of the underwriters named therein, as amended, modified or supplemented from time to time in accordance
with its terms.

 

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 OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common
Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest
of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company.

 

Warrants
means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Underwriting Agreement.

 

 

Section
2
. Exercise.

 

a)
Exercise of Warrant. 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 in the form annexed hereto
(the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days 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 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) Business 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.

 

b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $____, subject to adjustment hereunder
(the “Exercise Price”).

 

c)
Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus
contained therein is not available for the resale of the Warrant Shares by the Holder, then 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)
as
applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice
of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both
executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”
(as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii)
at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice
of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the
time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular
trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after
the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the
date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise
is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such
Trading Day;

 

 

  (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.

 

If
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 Warrant Shares shall take on the characteristics of the Warrants being exercised, and 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).

 

d)
Mechanics of Exercise.

 

  i. 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) the Warrant Shares are eligible for resale by the
Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), 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 earliest of (i) two (2) Trading Days after the delivery
to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company
and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice
of Exercise (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) two
(2) Trading Days 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 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, 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.

 

 

v.
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, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.

 

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.

 

 

e)
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 one Trading
Day 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% 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 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.

 

a)
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.

 

b)
[RESERVED]

 

c)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company
grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could
have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of 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, that, to the extent that the Holder’s right to participate in any such Purchase Right would result
in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase
Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent)
and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

d)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend
or other distribution (other than cash) of its assets (or rights to acquire its assets) to holders of shares of Common Stock,
by way of return of capital or otherwise (including, without limitation, any distribution of 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, that, to the extent that
the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership
of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held
in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).

 

 

e)
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
or any Subsidiary, 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, merger 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(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by
the Holder (without unreasonable delay) 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), and which is reasonably satisfactory in form and substance
to the Holder. 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.

 

 

f)
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.

 

g)
Notice to Holder.

 

i.
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 (or
any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, 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 20 calendar days prior to the applicable record or effective date hereinafter specified,
a notice 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.

 

 

h)
Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time
during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to
any amount and for any period of time deemed appropriate by the board of directors of the Company.

 

Section
4
. Transfer of Warrant.

 

a)
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d)
hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) 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. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading
Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. 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.

 

b)
New Warrants. 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.

 

 

c)
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.

 

d)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant,
the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities
Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions
or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,
that the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel selected by the
Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the
Company, to the effect that such transfer does not require registration of such transferred Warrant under the Securities Act..

 

e)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a
view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the Securities Act.

 

Section
5
. Miscellaneous.

 

a)
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 any rights of a Holder to receive Warrant Shares on a “cashless
exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein,
in no event shall the Company be required to net cash settle an exercise of this Warrant.

 

b) 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.

 

 

c)
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.

 

d)
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.

 

e)
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.

 

f)
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.

 

g)
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.

 

 

h)
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 3900 Paseo del Sol, Santa Fe, New Mexico 87507, Attention:
Frank Orzechowski, email address: frank@sigmalabsinc.com, or such other 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 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 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. 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.

 

i)
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.

 

j)
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.

 

k)
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.

 

l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder.

 

m)
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.

 

n)
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)

 

 

IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
above indicated.

 

  SIGMA LABS, INC.
   
  By:
  Name:    
  Title:

 

 

NOTICE
OF EXERCISE

 

 

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

 

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

 

[  ]
in lawful money of the United States; or

 

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

 

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

 

 

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

 

     
     
     
     
     

 

(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under
the Securities Act of 1933, as amended.

 

[SIGNATURE
OF HOLDER]

 

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

 

 

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:                

 

 

Exhibit
4.2

 

NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM
REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD
PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE NUMBER OF SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION
1(a)
OF THIS WARRANT.

 

Sigma
Labs, Inc.

 

Form
Of Warrant To Purchase Common Stock

 

Warrant
No.:

 

Date
of Issuance: January 8, 2021 (“Issuance Date”)

 

Sigma
Labs, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, ___________, the
registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to
Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the
Warrant”), at any time or times on or after six month and one day anniversary of the Issuance Date (the “Initial
Exercisability Date
”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________________
(subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant
Shares
”, and such aggregate number of Warrant Shares issuable hereunder as of any time of determination, the “Warrant
Number
”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in
Section 19. This Warrant is one of the Warrants to Purchase Common Stock (the “Additional Warrants”) issued
pursuant to those certain letter agreements, dated as of January 8, 2021 (the “Waiver Date”), each by and among
the Company and a holder of certain outstanding Warrants to Purchase Common Stock of the Company (the “Holders”).

 

 

1.
EXERCISE OF WARRANT.

 

(a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the Initial Exercisability Date (an “Exercise
Date
”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached
hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this
Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the
Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares
as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of
immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant
to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant
in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant
Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the
right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining
Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares
in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company
has received an Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation
of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s
transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent
to process such Exercise Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date
on which the Company has received such Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable
law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date), the Company
shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program and such Warrant Shares are eligible to be resold pursuant to Rule 144 or an effective registration
statement, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled
pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal
at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or
such Warrant Shares are not eligible to be resold pursuant to Rule 144 or an effective registration statement, upon the request
of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate,
registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled
pursuant to such exercise. Upon delivery of an Exercise Notice, 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
such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such
Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a)
and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares
being acquired upon an exercise and upon surrender of this Warrant to the Company by the Holder, then, at the request of the Holder,
the Company shall as soon as practicable and in no event later than two (2) Business Days after any exercise and at its own expense,
issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase
the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this
Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company
shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and
expenses of the Transfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise
of this Warrant. Notwithstanding the foregoing, except in the case where an exercise of this Warrant is validly made pursuant
to a Cashless Exercise, the Company’s failure to deliver Warrant Shares to the Holder on or prior to the later of (i) two
(2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant to the 1934 Act or
other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise
Date) and (ii) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Cashless
Exercise) (such later date, the “Share Delivery Date”) shall not be deemed to be a breach of this Warrant.
From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates
in the DTC’s Fast Automated Securities Transfer Program. For the avoidance of doubt, no ink original Exercise Notices, other
notices or medallion guarantees will be required by the Holder to exercise this Warrant or for the Holder take any other action
in connection herewith.

 

 

(b)
Exercise Price. For purposes of this Warrant, “Exercise Price” means 115% of the closing price per share
of Common Stock on the Issuance Date, subject to adjustment as provided herein.

 

(c)
Company’s Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, on or
prior to the Share Delivery Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program or such Warrant Shares are not eligible to be resold pursuant to Rule 144 or an effective registration statement, to issue
and deliver to the Holder (or its designee) a certificate for the number of Warrant Shares to which the Holder is entitled and
register such Warrant Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast
Automated Securities Transfer Program and such Warrant Shares are eligible to be resold pursuant to Rule 144 or an effective registration
statement, to credit the balance account of the Holder or the Holder’s designee with DTC for such number of Warrant Shares
to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case may be) or (II) if a registration
statement (each, a “Registration Statement”) covering the resale of the Warrant Shares that are the subject
of the Exercise Notice (the “Unavailable Warrant Shares”) is not available for the resale of such Unavailable
Warrant Shares (solely to the extent such Unavailable Warrant Shares were ever available pursuant to such Registration Statement)
and the Company fails to promptly (x) so notify the Holder and (y) deliver the Warrant Shares electronically without any restrictive
legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s
or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the
immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event
described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to
the Holder, (X) the Company shall pay in cash to the Holder on each day after the Share Delivery Date and during such Delivery
Failure an amount equal to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on
or prior to the Share Delivery Date and to which the Holder is entitled, multiplied by (B) any trading price of the Common Stock
selected by the Holder in writing as in effect at any time during the period beginning on the applicable Exercise Date and ending
on the applicable Share Delivery Date, and (Y) the Holder, upon written notice to the Company, may void its Exercise Notice with
respect to, and retain or have returned, as the case may be, any portion of this Warrant that has not been exercised pursuant
to such Exercise Notice; provided that the voiding of an Exercise Notice shall not affect the Company’s obligations to make
any payments which have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise. In addition to the
foregoing, if on or prior to the Share Delivery Date either (I) the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program or such Warrant Shares are not eligible to be resold pursuant to Rule 144 or an effective registration
statement, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such shares
of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities
Transfer Program and such Warrant Shares are eligible to be resold pursuant to Rule 144 or an effective registration statement,
the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number
of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s
obligation pursuant to clause (ii) below or (II) a Notice Failure occurs, and if on or after such Share Delivery Date the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock corresponding to all or any portion of the number
of shares of Common Stock issuable upon such exercise that the Holder is entitled to receive from the Company and has not received
from the Company in connection with such Delivery Failure or Notice Failure, as applicable (a “Buy-In”), then,
in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after the Holder’s
request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total
purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased
(including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”),
at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock)
or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Warrant
Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such Warrant
Shares) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates
representing such Warrant Shares or credit the balance account of such Holder or such Holder’s designee, as applicable,
with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case
may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such
number of Warrant Shares multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period
commencing on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under this clause
(ii) (the “Buy-In Payment Amount”). Nothing shall limit the 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 certificates representing shares of Common Stock (or to electronically
deliver such shares of Common Stock) upon the exercise of this Warrant as required pursuant to the terms hereof. While this Warrant
is outstanding, the Company shall cause its transfer agent to participate in the DTC Fast Automated Securities Transfer Program.
In addition to the foregoing rights, (i) if the Company fails to deliver the applicable number of Warrant Shares upon an exercise
pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the right to rescind such exercise in
whole or in part and retain and/or have the Company return, as the case may be, any portion of this Warrant that has not been
exercised pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect the Company’s obligation
to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and (ii) if
a registration statement covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not available
for the issuance or resale, as applicable, of such Warrant Shares and the Holder has submitted an Exercise Notice prior to receiving
notice of the non-availability of such registration statement and the Company has not already delivered the Warrant Shares underlying
such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which
the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through
its Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind
such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion of this Warrant that has
not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company’s
obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise,
and/or (y) switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.

 

 

(d)
Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the
time of exercise hereof a Registration Statement registering the resale of all the Warrant Shares issuable hereunder (without
regard to any limitation on exercise set forth herein) is not effective (or the prospectus contained therein is not available
for use) for the resale by the Holder of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this
Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such
exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number”
of Warrant Shares determined according to the following formula (a “Cashless Exercise”):

 

  Net Number = (A x B) – (A x C)  
    D  
 
For purposes of the foregoing formula:

 

A=
the total number of shares with respect to which this Warrant is then being exercised.

 

B
= the quotient of (x) the sum of the VWAP of the Common Stock of each of the twenty (20) Trading Days ending at the close of business
on the Principal Market immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided by (y)
twenty (20).

 

 

C
= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

 

D
= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable
Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not
a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular
trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading
Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if
such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours
thereafter pursuant to Section 1(a) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable
Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant
to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.

 

If
the Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the 1933 Act, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule
144(d) promulgated under the 1933 Act, as in effect on the Waiver Date, it is intended that the Warrant Shares issued in a Cashless
Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to
have commenced, on the date this Warrant was originally issued pursuant to the Letter Agreement.

 

Subject
to Section 1(f), this Warrant shall be automatically exercised in a Cashless Exercise on the Expiration Date if the “Net
Number” calculated in the formula above as of the Expiration Date would result in the issuance to the Holder of any Warrant
Shares; provided, that any such Warrant Shares that, if issued to the Holder in connection with such automatic exercise, would
result in a violation of Section 1(f) would, in lieu of such automatic issuance, be held in abeyance for the benefit of the Holder
and delivered to the Holder, in whole or in part, within two (2) Trading Days of the Company’s receipt of one (or more)
written notices from the Holder specifying that such delivery of such amount of Warrant Shares specified in such notice would
no longer result in a violation of Section 1(f) above.

 

(e)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number
of Warrant Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant
Shares that are not disputed and resolve such dispute in accordance with Section 15.

 

 

(f)
Limitations on Exercises. The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall
not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such
exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder
together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include
the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common
Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall
exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible
preferred stock or warrants, including other Additional Warrants) beneficially owned by the Holder or any other Attribution Party
subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of
this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of
determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without
exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x)
the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other
public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written
notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported
Outstanding Share Number
”). If the Company receives an Exercise Notice from the Holder at a time when the actual number
of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder
in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise
cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage,
the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the
number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably
practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason
at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and
in writing or by electronic mail 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 and any other Attribution Party since the date as of which the Reported Outstanding
Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant
results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum
Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number
of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds
the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio,
and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the
issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by
the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase
(with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum
Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in
the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the
Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any
other holder of Additional Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common
Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially
owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability
to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph
with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph
or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained
in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The
limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

 

 

(g)
Reservation of Shares.

 

(i)
Required Reserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for
issuance under this Warrant a number of shares of Common Stock at least equal to 100 of the maximum number of shares of Common
Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the Additional Warrants
then outstanding (without regard to any limitations on exercise) (the “Required Reserve Amount”); provided
that at no time shall the number of shares of Common Stock reserved pursuant to this Section 1(g)(i) be reduced other than proportionally
in connection with any exercise or redemption of Additional Warrants or such other event covered by Section 2(a) below. The Required
Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata
among the holders of the Additional Warrants based on number of shares of Common Stock issuable upon exercise of Additional Warrants
held by each holder on the Waiver Date (without regard to any limitations on exercise) or increase in the number of reserved shares,
as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise
transfer any of such holder’s Additional Warrants, each transferee shall be allocated a pro rata portion of such holder’s
Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Additional
Warrants shall be allocated to the remaining holders of Additional Warrants, pro rata based on the number of shares of Common
Stock issuable upon exercise of the Additional Warrants then held by such holders (without regard to any limitations on exercise).

 

(ii)
Insufficient Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time while
any of the Additional Warrants remain outstanding, the Company does not have a sufficient number of authorized and unreserved
shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized Share Failure”),
then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock
to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Additional Warrants then outstanding.
Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized
Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall
hold a meeting of its shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection
with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its best efforts to solicit
its shareholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to
recommend to the shareholders that they approve such proposal. In the event that the Company is prohibited from issuing shares
of Common Stock upon an exercise of this Warrant due to the failure by the Company to have sufficient shares of Common Stock available
out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorization
Failure Shares
”), in lieu of delivering such Authorization Failure Shares to the Holder, the Company shall pay cash
in exchange for the cancellation of such portion of this Warrant exercisable into such Authorization Failure Shares at a price
equal to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the greatest Closing Sale Price
of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Notice
with respect to such Authorization Failure Shares to the Company and ending on the date of such issuance and payment under this
Section 1(f); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by the Holder of Authorization Failure Shares, any Buy-In Payment Amount, brokerage commissions
and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained in this Section 1(g)
shall limit any obligations of the Company under any provision of the Letter Agreement.

 

 

2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF
WARRANT SHARES
. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject
to adjustment from time to time as set forth in this Section 2.

 

(a)
Stock Dividends and Splits. Without limiting any provision of Section 3 or Section 4, if the Company, at any time on or
after the Waiver Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise
makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split,
stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger
number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding
shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the
denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant
to clause (i) of this paragraph shall become effective immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment
under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise
Price shall be adjusted appropriately to reflect such event.

 

(b)
[Intentionally Omitted]

 

(c)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 2(a) above, the
number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be
the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on
exercise contained herein).

 

(d)
Calculations. All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned
or held by or for the account of the Company, and the disposition of any such shares shall be considered an issuance or sale of
Common Stock.

 

(e)
Voluntary Adjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time
during the term of this Warrant, with the prior written consent of the Holder, reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the board of directors of the Company.

 

3.
RIGHTS UPON DISTRIBUTION OF ASSETS. In
addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness
or any other assets 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 or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately
before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that to
the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent
of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such
Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder
and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution
(and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance)
to the same extent as if there had been no such limitation).

 

 

4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

 

(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the
record holders of any class 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
or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) 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, issuance or sale of such Purchase Rights
(provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would
result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled
to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership
of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess)
and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever,
as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which
time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase
Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

 

(b)
Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor
Entity assumes in writing all of the obligations of the Company under this Warrant and the Letter Agreement in accordance with
the provisions of this Section 4(b) pursuant to written agreements in form and substance satisfactory to the Holder and approved
by the Holder prior to such Fundamental Transaction, including agreements to 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,
including, without limitation, which is exercisable for a corresponding number of shares of capital stock 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 adjustments to the 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) and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose
common stock is quoted on or listed for trading on an Eligible Market. Upon the consummation of each Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental Transaction,
the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead
to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named
as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation
that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction,
in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under
Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior
to the applicable Fundamental Transaction, such shares of publicly traded common stock (or its equivalent) of the Successor Entity
(including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental
Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any
limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the
foregoing, and without limiting Section 1(f) hereof, the Holder may elect, at its sole option, by delivery of written notice to
the Company to waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition
to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant
to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for
shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the
Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash,
assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would
have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately
prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant). Provision
made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.

 

 

(c)
Application. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without
regard to any limitations on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit
of the Maximum Percentage, applied however with respect to shares of capital stock registered under the 1934 Act and thereafter
receivable upon exercise of this Warrant (or any such other warrant)).

 

5.
NONCIRCUMVENTION. The Company hereby covenants
and agrees that the Company will not, by amendment of its articles of incorporation of the Company, the bylaws of the Company
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required
to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (a) shall not increase the
par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant. Notwithstanding anything herein to the
contrary, if after the eight (8) month anniversary of the Issuance Date, the Holder is not permitted to exercise this Warrant
in full for any reason (other than pursuant to restrictions set forth in Section 1(f) hereof), the Company shall use its best
efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to permit
such exercise into shares of Common Stock.

 

6.
WARRANT HOLDER NOT DEEMED A SHAREHOLDER.
Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of
the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which
it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be
construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or
as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding
this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders
of the Company generally, contemporaneously with the giving thereof to the shareholders.

 

7.
REISSUANCE OF WARRANTS.

 

(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

 

 

(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated
below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this
Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the
right to purchase the Warrant Shares then underlying this Warrant.

 

(c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right
to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants
for fractional shares of Common Stock shall be given.

 

(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common
Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares
then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same
as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

 

8.
NOTICES. Whenever notice is required
to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of
the Securities Purchase Agreement (as defined in the Letter Agreement). The Company shall provide the Holder with prompt written
notice of all actions taken pursuant to this Warrant (other than the issuance of shares of Common Stock upon exercise in accordance
with the terms hereof), including in reasonable detail a description of such action and the reason therefor. Without limiting
the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon each adjustment of the
Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s),
(ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to
any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options,
Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock
or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each
case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the
Holder, and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent that
any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries
(as defined in the Letter Agreement), the Company shall simultaneously file such notice with the Securities and Exchange Commission
pursuant to a Current Report on Form 8-K. If the Company or any of its Subsidiaries provides material non-public information to
the Holder that is not simultaneously filed in a Current Report on Form 8-K and the Holder has not agreed to receive such material
non-public information, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to
the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect
to, or a duty to any of the foregoing not to trade on the basis of, such material non-public information. It is expressly understood
and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed
or challenged by the Company.

 

 

9.
DISCLOSURE. Upon delivery by the Company
to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this Warrant, unless the
Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information
relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business
Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report
on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating
to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or
immediately upon receipt of notice from the Holder, as applicable), and in the absence of any such written indication in such
notice (or notification from the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to
presume that information contained in the notice does not constitute material, non-public information relating to the Company
or any of its Subsidiaries. Nothing contained in this Section 9 shall limit any obligations of the Company, or any rights of the
Holder, under the Letter Agreement.

 

10.
ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary
or agent of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided
by the Company or (b) refrain from trading any securities while in possession of such information in the absence of a written
non-disclosure agreement signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions.
In the absence of such an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade
in any securities issued by the Company, may possess and use any information provided by the Company in connection with such trading
activity, and may disclose any such information to any third party.

 

11.
AMENDMENT AND WAIVER. Except as otherwise
provided herein, the provisions of this Warrant (other than Section 1(f)) may be amended and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent
of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving
party.

 

12.
SEVERABILITY. If any provision
of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent
that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity
of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in
good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect
of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

 

 

13.
GOVERNING LAW. This Warrant shall
be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New York. The Company 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 to the
Company at the address set forth in Section 9(f) of the Securities Purchase Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. The Company 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 brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other
legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize
on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder.
THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

 

14.
CONSTRUCTION; HEADINGS. This Warrant shall
be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof.
The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this
Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings ascribed to such terms
on the Waiver Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.

 

15.
DISPUTE RESOLUTION.

 

(a)
Submission to Dispute Resolution.

 

 

(i)
In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the arithmetic
calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination
of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile
(A) if by the Company, within two (2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B)
if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the
Company are unable to promptly resolve such dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price or
such fair market value or such arithmetic calculation of the number of Warrant Shares (as the case may be), at any time after
the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such
dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, select an independent, reputable
investment bank to resolve such dispute.

 

(ii)
The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 15 and (B) written documentation supporting its position with respect to
such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following
the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents
referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute
Documentation
”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of
the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required
Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation
or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based
solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline).
Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither
the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment
bank in connection with such dispute (other than the Required Dispute Documentation).

 

(iii)
The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company
and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline.
The fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution
of such dispute shall be final and binding upon all parties absent manifest error.

 

 

(b)
Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to arbitrate
between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501,
et seq. of the New York Civil Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply for
an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 15, (ii) the terms
of this Warrant and the Letter Agreement shall serve as the basis for the selected investment bank’s resolution of the applicable
dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and
the like that such investment bank determines are required to be made by such investment bank in connection with its resolution
of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the
terms of this Warrant and the Letter Agreement, (iii) the Holder (and only the Holder), in its sole discretion, shall have the
right to submit any dispute described in this Section 15 to any state or federal court sitting in The City of New York, Borough
of Manhattan in lieu of utilizing the procedures set forth in this Section 15 and (iv) nothing in this Section 15 shall limit
the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any
matters described in this Section 15).

 

16.
REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS,
BREACHES AND INJUNCTIVE RELIEF
. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies
available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual and consequential damages
for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall
be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein
with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder
and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the
remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened
breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to specific performance and/or
temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such
case without the necessity of proving actual damages and without posting a bond or other security. The Company shall provide all
information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s
compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The
issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without
charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not
be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate
in a name other than the Holder or its agent on its behalf.

 

17.
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER
COSTS
. If (a) this Warrant is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or the holder otherwise takes action to collect amounts due under this
Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, receivership of the company
or other proceedings affecting company creditors’ rights and involving a claim under this Warrant, then the Company shall
pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.

 

 

18.
TRANSFER. This Warrant may be offered
for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise be required by Section 2(g)
of the Securities Purchase Agreement.

 

19.
CERTAIN DEFINITIONS. For purposes
of this Warrant, the following terms shall have the following meanings:

 

(a)
1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

 

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

 

(c)
Adjustment Right” means any right granted with respect to any securities issued in connection with, or with
respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock (other than
rights of the type described in Section 3 and 4 hereof) that could result in a decrease in the net consideration received by the
Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash
adjustment or other similar rights).

 

(d)
Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.

 

(e)
Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect
Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together
with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock
would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934
Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the
Maximum Percentage.

 

 

(f)
Bid Price” means, for any security as of the particular time of determination, the bid price for such security
on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal
securities exchange or trading market for such security, the bid price of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing
does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security
as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of
such time of determination, the average of the bid prices of any market makers for such security as reported in the “pink
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be
calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security
as of such time of determination shall be the fair market value as mutually determined by the Company and the Holder. If the Company
and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 15. All such determinations shall be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during such period.

 

(g)
Bloomberg” means Bloomberg, L.P.

 

(h)
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, however,
for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay
at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions
or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds
transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers
on such day.

 

(i)
Closing Sale Price” means, for any security as of any date, the last closing trade price for such security
on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and
does not designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as
reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last trade price of such security on the principal securities exchange or trading market where such security is listed or
traded as reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the over-the-counter
market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for
such security by Bloomberg, the average of the ask prices of any market makers for such security as reported in the “pink
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a security
on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market
value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market
value of such security, then such dispute shall be resolved in accordance with the procedures in Section 15. All such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such
period.

 

(j)
Common Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any
capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such
common stock.

 

 

(k)
Convertible Securities” means any stock or other security (other than Options) that is at any time and under
any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the
holder thereof to acquire, any shares of Common Stock.

 

(l)
Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the
Nasdaq Global Market or the Principal Market.

 

(m)
Expiration Date” means the date that is the fifth (5th) anniversary of the Initial Exercisability
Date or, if such date falls on a day other than a Trading Day or on which trading does not take place on the Principal Market
(a “Holiday”), the next date that is not a Holiday.

 

(n)
Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of
Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company
to be subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or
exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of
the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party
to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding;
or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule
13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme
of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,
either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock
calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number
of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under
the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common
Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or
more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the
“beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition,
purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation,
business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification
or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued
and outstanding Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common
Stock not held by all such Subject Entities as of the date of this Warrant calculated as if any shares of Common Stock held by
all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued
and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to
effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender their shares
of Common Stock without approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction
structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be
construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary
to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment
of such instrument or transaction.

 

 

(o)
Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in
Rule 13d-5 thereunder.

 

(p)
Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.

 

(q)
Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and
whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such
Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.

 

(r)
Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

 

(s)
Principal Market” means the Nasdaq Capital Market.

 

(t)
SEC” means the United States Securities and Exchange Commission or the successor thereto.

 

(u)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.

 

(v)
Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.

 

 

(w)
Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating
to the Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during
the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price or trading volume
determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for
trading of securities.

 

(x)
VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal
securities exchange or securities market on which such security is then traded), during the period beginning at 9:30 a.m., New
York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “VAP” function (set to 09:30
start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted average price of such security
in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New
York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is
reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask
price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly
Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such
security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and
the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 15. All such determinations shall be appropriately adjusted for any stock dividend, stock split,
stock combination, recapitalization or other similar transaction during such period.

 

[signature
page follows
]

 

 

IN
WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date
set out above.

 

  SIGMA
LABS, INC.
     
  By:  
    Name:
    Title:

 

 

EXHIBIT
A

 

EXERCISE
NOTICE

 

TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT TO PURCHASE COMMON STOCK

 

SIGMA
LABS, INC.

 

The
undersigned holder hereby elects to exercise the Warrant to Purchase Common Stock No. _______ (the “Warrant”)
of Sigma Labs, Inc., a Nevada corporation (the “Company”) as specified below. Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1.
Form of Exercise Price. The Holder intends that payment of the Aggregate Exercise Price shall be made as:

 

  [  ] a
Cash Exercise” with respect to _________________ Warrant Shares; and/or
     
  [  ] a
Cashless Exercise” with respect to _______________ Warrant Shares.

 

In
the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant
hereto, the Holder hereby represents and warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.]
on the date set forth below and (ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $________.

 

2.
Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the
Warrant Shares to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________
to the Company in accordance with the terms of the Warrant.

 

3.
Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________
shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:

 

[  ]
Check here if requesting delivery as a certificate to the following name and to the following address:

 

  Issue
to:
 
     
     

 

[  ]
Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

 

  DTC
Participant:
 
  DTC
Number:
 
  Account
Number:
 

 

Date:
_____________ __, _____

 

__________________________

Name
of Registered Holder

 

By:    
  Name:
 
  Title:  

 

  Tax
ID:
   
       
  Facsimile:    
       
  E-mail
Address:
   

 

 

EXHIBIT
B

 

ACKNOWLEDGMENT

 

The
Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares
of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and
agreed to by _______________.

 

  Sigma
Labs, Inc.
       
  By:  
  Name:  
  Title:  

 

 

 

Exhibit
5.1

 

TroyGould
PC

1801
Century Park East, 16th Floor

Los
Angeles, California 90067

 

January
12, 2021

 

Sigma
Labs, Inc.

3900
Paseo del Sol

Santa
Fe, New Mexico 87507

 

  Re: Registration Statement on Form S-3 (Registration No. 333-225377)

 

Ladies
and Gentlemen:

 

This
opinion letter is furnished to you in connection with the above-referenced registration statement (the “Registration
Statement
”), the base prospectus dated June 14, 2018 (the “Base Prospectus”), the preliminary prospectus
supplement dated January 7, 2021 (the “Preliminary Prospectus”) and the final prospectus supplement dated January
8, 2021, as supplemented by supplement no. 1 dated January 11, 2021 (the “Prospectus Supplement” and,
collectively with the Base Prospectus and the Preliminary Prospectus, the “Prospectus”). The Prospectus relates
to the offer and sale by Sigma Labs, Inc. (the “Company”) of an aggregate of 1,711,783 shares (the “Shares”)
of the Company’s common stock par value $0.001 per share (the “Common Stock”), which amount includes 223,276
shares of Common Stock that may be issued and sold by the Company to the underwriter pursuant to its option to purchase additional
shares, pursuant to an underwriting agreement dated January 8, 2021 with H.C. Wainwright
& Co., LLC
acting as representative of the underwriter named on Schedule 1 thereto (the “Underwriting Agreement”).

 

The
Shares are covered by the Registration Statement. We understand that the Shares are to be offered and sold in the manner described
in the Prospectus.

 

We
have acted as counsel for the Company in connection with the offer and sale of the Shares. For purposes of this opinion letter,
we have examined and relied upon the Registration Statement, the Prospectus and such other documents, records, certificates and
other instruments as we have deemed necessary or appropriate.

 

The
opinion expressed below is limited to the United States federal laws and Nevada General Corporation Law, including the applicable
provisions of the Nevada Constitution, and the reported judicial decisions interpreting those laws.

 

Based
upon and subject to the foregoing, we are of the opinion that the Shares are duly authorized and, when issued and delivered by
the Company against payment therefor as described in the Prospectus, will be validly issued, fully paid and non-assessable.

 

We
hereby consent to your filing this opinion as an exhibit to a Current Report on Form 8-K to be incorporated by reference in the
Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. Our consent
shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

 

This
opinion may be used only in connection with the offer and sale of the Shares while the Registration Statement remains effective.

 

 

Sigma
Labs, Inc.

January
12, 2021

Page
2

 

  Very
truly yours,
   
  /s/
TROYGOULD PC

 

 

 

Exhibit
10.1

 

January
8, 2021

 

Sigma
Labs, Inc.

3900
Paseo del Sol

Santa
Fe, New Mexico 87507

Attention:
Mark Ruport

(Mark@sigmalabsinc.com)

 

  Re: Form
of Limited Waiver

 

Reference
is made to the Securities Purchase Agreement, dated as of January 27, 2020 (the “January Securities Purchase Agreement”),
between Sigma Labs, Inc., a Nevada corporation (the “Company”), the undersigned (the “Holder”)
and the other investors signatory thereto (the “Other Holders”, and together with the Holder, the “Investors”).
Reference is also made to the Securities Purchase Agreement, dated as of April 2, 2020 (the “April Securities Purchase
Agreement
”), between the Company, the Holder and the Other Holders. All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the January Securities Purchase Agreement.

 

Effective
as of January 28, 2020, the Holder hereby waives, in part, the first sentence of Section 2(b)(iv) of the Warrant (as defined in
the January Securities Purchase Agreement) (the “January Warrant”) of the Holder such that, with respect to
any given Subsequent Placement, the deemed aggregate consideration per share of Common Stock in such Subsequent Placement as determined
in accordance with the first sentence of Section 2(b)(iv) of the January Warrant, if applicable, shall not exceed such deemed
aggregate consideration per share of Common Stock as determined as if the following amended and restated the first sentence of
such Section 2(b)(iv):

 

If
any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance or sale or deemed issuance
or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such
Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities” and together with the
Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration
per share of Common Stock with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price of such
Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest price per share for which one share of
Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Sections 2(b)(i)
or 2(b)(ii) above and (z) the lowest VWAP of the shares of Common Stock on any Trading Day during the five (5) Trading Day period
(the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the
avoidance of doubt, if such public announcement is released prior to the opening of the Principal Market on a Trading Day, such
Trading Day shall be the first Trading Day in such five Trading Day period and if this Common Warrant is exercised, on any given
Exercise Date during any such Adjustment Period, solely with respect to such portion of this Common Warrant converted on such
applicable Exercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately
prior to such Exercise Date).

 

 

Effective
as of April 2, 2020, the Holder hereby waives, in part, the first sentence of Section 2(b)(iv) of the Series A Warrant (as defined
in the April Securities Purchase Agreement) (the “April Warrant”) of the Holder such that, with respect to
any given Subsequent Placement, the deemed aggregate consideration per share of Common Stock in such Subsequent Placement as determined
in accordance with the first sentence of Section 2(b)(iv) of the April Warrant, if applicable, shall not exceed such deemed aggregate
consideration per share of Common Stock as determined as if the following amended and restated the first sentence of such Section
2(b)(iv):

 

If
any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance or sale or deemed issuance
or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option
and/or Convertible Security and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security,
each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock
with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price of such Unit, (y) if such Primary
Security is an Option and/or Convertible Security, the lowest price per share for which one share of Common Stock is at any time
issuable upon the exercise or conversion of the Primary Security in accordance with Sections 2(b)(i) or 2(b)(ii) above and (z)
the lowest VWAP of the shares of Common Stock on any Trading Day during the five (5) Trading Day period (the “Adjustment
Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public
announcement is released prior to the opening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading
Day in such five Trading Day period and if this Warrant is exercised, on any given Exercise Date during any such Adjustment Period,
solely with respect to such portion of this Warrant converted on such applicable Exercise Date, such applicable Adjustment Period
shall be deemed to have ended on, and included, the Trading Day immediately prior to such Exercise Date).

 

As
consideration for the foregoing waivers, the Company and the holder hereby agree as follows: (i) the Company hereby issues to
the Holder an additional warrant to purchase Common Stock, in the form attached hereto as Exhibit A, to acquire such aggregate
number of shares of Common Stock as set forth on the signature page of the holder attached hereto (the “Additional Warrant”,
as exercised, the “Additional Warrant Shares”) and (iv) as used in Transaction Documents (other than the Registration
Rights Agreement), the definition of (A) “Warrants” (as defined in the Securities Purchase Agreement) shall be deemed
to include the Additional Warrants, (B) “Warrant Shares” (as defined in the Securities Purchase Agreement) shall be
deemed to include the Additional Warrant Shares and (C) “Transaction Documents” (as defined in the Securities Purchase
Agreement) shall be deemed to include this letter agreement. For the avoidance of doubt, the parties hereto acknowledge and agree
that, as of the date hereof, the Exercise Price (as defined in the Warrant and the Series A Warrants, respectively) after giving
effect to this letter agreement and the closing of the Company’s underwritten public offering on January 12, 2021, shall
be $2.50 (subject to adjustment as provided in the terms of the Warrant and the Series A Warrant, as applicable).

 

 

Except
as set forth on Schedule 3(a) attached hereto, the Company hereby makes the representations and warranties to the Holder as set
forth in Section 3(a)-(j) and 3(vv) of the January Securities Purchase Agreement (as amended hereby) as if such representations
and warranties were made as of the date hereof and as of the date hereof as set forth in their entirety in this Amendment, mutatis
mutandis
. Such representations and warranties to the transactions thereunder and the securities issued pursuant thereto are
hereby deemed for purposes of this letter agreement to be references to the transactions hereunder and the issuance of the securities
pursuant hereto, references therein to “Closing Date” and to “the date hereof” being deemed references
to the date of this letter agreement.

 

The
Company shall, on or before 8:30 a.m., New York City time, on or prior to January 12, 2021, file a Current Report on Form 8-K
describing the terms of the transactions contemplated hereby in the form required by the 1934 Act and attaching this letter agreement
and the form of Additional Warrant, to the extent they are required to be filed under the 1934 Act, that have not previously been
filed with the SEC by the Company (including, without limitation, this letter agreement) as exhibits to such filing (including
all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed
all material, non-public information (if any) provided up to such time to the Holder by the Company or any of its Subsidiaries
or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing. The
Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to, provide the Holder with
any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing without the express written
consent of the Holder. To the extent that the Company delivers any material, non-public information to the Holder without the
Holder’s express prior written consent, the Company hereby covenants and agrees that the Holder shall not have any duty
of confidentiality to the Company, any of its Subsidiaries (as applicable) or any of their respective officers, directors, employees,
affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries (as applicable) or any of their
respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information.
The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure
is required by law or regulation. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees
that any and all confidentiality or similar obligations under any letter agreement with respect to the transactions contemplated
by this letter agreement or as otherwise disclosed in the 8-K Filing, whether written or oral, between the Company, any of its
Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the
Holder or any of their affiliates, on the other hand, shall terminate. Neither the Company, its Subsidiaries nor the Holder shall
issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however,
the Company shall be entitled, without the prior approval of the Holder, to make a press release or other public disclosure with
respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required
by applicable law and regulations (provided that in the case of clause (i) the Holder shall be consulted by the Company in connection
with any such press release or other public disclosure prior to its release). Without the prior written consent of the Holder
(which may be granted or withheld in the Holder’s sole discretion), except as required by applicable law, the Company shall
not (and shall cause each of its Subsidiaries (as applicable) and affiliates to not) disclose the name of the Holder in any filing,
announcement, release or otherwise.

 

 

The
Company shall reimburse Kelley Drye & Warren LLP, counsel to the Holder, on demand, a non-accountable amount of $15,000 for
its fees and expenses in connection with the structuring, documentation, negotiation of this letter.

 

For
the sake of clarity, notwithstanding the foregoing consent, each of the Transaction Documents shall remain in full force and effect
and is hereby ratified and confirmed in all respects.

 

The
obligations of the Holder under this limited waiver are several and not joint with the obligations of any Other Holder, and the
Holder shall not be responsible in any way for the performance of the obligations of any Other Holder under any other agreement
(each, an “Other Agreement”). Nothing contained herein or in any Other Agreement, and no action taken by the
Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by this limited waiver or any Other Agreement and the
Company acknowledges that, to the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group
with respect to such obligations or the transactions contemplated by this limited waiver or any Other Agreement. The Company and
the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with
the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including,
without limitation, the rights arising out of this limited waiver, and it shall not be necessary for any Other Holder to be joined
as an additional party in any proceeding for such purpose.

 

The
Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none
of the terms offered to any Person with respect to any consent, release, amendment, settlement or waiver relating to the terms,
conditions and transactions contemplated hereby (each a “Settlement Document”), is or will be more favorable to such
Person than those of the Holder and this letter agreement. If, and whenever on or after the date hereof, the Company enters into
a Settlement Document, then (i) the Company shall provide notice thereof to the Holder immediately following the occurrence thereof
and (ii) the terms and conditions of this letter agreement shall be, without any further action by the Holder or the Company,
automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit
of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document, provided that upon written
notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition,
in which event the term or condition contained in this letter agreement shall apply to the Holder as it was in effect immediately
prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions
of this paragraph shall apply similarly and equally to each Settlement Document.

 

 

Section
9 of the Securities Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.

 

 

Aggregate Number of Additional Warrant
Shares Issuable upon Additional Warrants
to be Issued (without regards to any limitation on
exercise therein):

 

 

COMPANY  
     
By:    
  Mark
Ruport, CEO
 

 

 

 

 

Exhibit
99.1

 

 

Sigma
Labs Announces Proposed Public Offering of Common Stock

 

SANTA
FE, NM / ACCESSWIRE / January 7, 2021 / Sigma Labs, Inc. (NASDAQ: SGLB) (“Sigma Labs” or the “Company”),
a leading developer of quality assurance software for the commercial metal 3D printing industry, today announced that it has commenced
a proposed underwritten public offering of shares of common stock. All of the shares of common stock in the offering are to be
sold by Sigma Labs. The offering is subject to market and other conditions, and there can be no assurance as to whether or when
the offering may be completed, or the actual size or terms of the offering. In addition, the Company intends to grant the underwriter
an option to purchase additional shares of common stock up to 15% of the aggregate number of shares of common stock to be sold
in the offering.

H.C.
Wainwright & Co. is acting as the sole book-running manager for the proposed offering.

 

The
shares of common stock are being offered pursuant to an effective registration statement on Form S-3 (File No. 333-225377) that
was filed with the U.S. Securities and Exchange Commission (“SEC”) on June 1, 2018 and declared effective on June
14, 2018. The shares of common stock may be offered only by means of a prospectus. A preliminary prospectus supplement and the
accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at
www.sec.gov. Electronic copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained,
when available, from H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022, by email at placements@hcwco.com or
by phone at (646) 975-6996.

 

This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or
qualification under the securities laws of any such state or jurisdiction.

 

About
Sigma Labs

 

Sigma
Labs Inc. is a leading provider of in-process quality assurance (IPQA®) software to the additive manufacturing industry. Sigma
Labs specializes in the development and commercialization of real-time monitoring solutions known as PrintRite3D® for 3D metal
advanced manufacturing technologies. PrintRite3D detects and classifies defects and anomalies real-time during the manufacturing
process, enabling significant cost-savings and production efficiencies. Sigma Labs believes its software product will be a major
catalyst for the acceleration and adoption of 3D metal printing. For more information, please visit www.sigmalabsinc.com.

 

 

 

Forward-Looking
Statements

 

This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private
Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,”
“anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,”
“prospects,” “outlook,” and similar words or expressions, or future or conditional verbs such as “will,”
“should,” “would,” “may,” and “could” are generally forward-looking in nature
and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors, including,
but not limited to, statements with respect to the completion, timing, size, and use of proceeds of the proposed underwritten
offering of common stock. Among the important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are risks relating to, among other things, whether or
not Sigma Labs will be able to raise capital, the final terms of the underwritten offering of common stock, market and other conditions,
the satisfaction of customary closing conditions related to the underwritten offering of common stock,
Sigma Labs’
business and financial condition, and the impact of COVID-19, general economic, industry
or political conditions in the United States or internationally.
The Company disclaims any intention to, and undertakes
no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise.
For additional risks and uncertainties that could impact the Company’s forward-looking statements, please see disclosures
contained in Sigma Labs’ public filings with the SEC, including the “Risk Factors” in Sigma Labs’ Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and prospectus for this offering.
and which may be viewed at www.sec.gov.

 

Contact:

 

Investor
Contact:

Chris Tyson
Managing Director
MZ Group – MZ North America
949-491-8235
SGLB@mzgroup.us
www.mzgroup.us

 

Company
Contact:

Steven Gersten
Sigma Internal IR
813-334-9745
investors@sigmalabsinc.com

 

 

 

Exhibit
99.2

 

 

Sigma
Labs Announces Pricing of $4.5 Million Public Offering of Common Stock

 

SANTA
FE, NM / ACCESSWIRE / January 8, 2021 / Sigma Labs, Inc. (NASDAQ: SGLB) (“Sigma Labs” or the “Company”),
a leading developer of quality assurance software for the commercial metal 3D printing industry, today announced the pricing of
an underwritten public offering of 1,488,507 shares of common stock at a public offering price of $3.00 per share. The Company
has granted the underwriter a 30-day option to purchase up to an additional 223,276 shares of common stock. The offering is expected
to close on or about January 12, 2021, subject to customary closing conditions.

 

H.C.
Wainwright & Co. is acting as the sole book-running manager for the offering.

 

The
gross proceeds of the offering are expected to be approximately $4.5 million, prior to deducting underwriting discounts and commissions
and estimated offering expenses and excluding the exercise of the underwriter’s option to purchase additional shares. Sigma
Labs intends to use the net proceeds from this offering for the Company’s operations, including the development and marketing
of the Company’s products and services and working capital and general corporate purposes.

 

The
shares of common stock are being offered pursuant to an effective registration statement on Form S-3 (File No. 333-225377) that
was filed with the U.S. Securities and Exchange Commission (“SEC”) on June 1, 2018 and declared effective on June
14, 2018. The shares of common stock may be offered only by means of a prospectus. A final prospectus supplement and the accompanying
prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, from H.C.
Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022, by email at placements@hcwco.com or by phone at (646) 975-6996.

 

This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or
qualification under the securities laws of any such state or jurisdiction.

 

About
Sigma Labs

 

Sigma
Labs Inc. is a leading provider of in-process quality assurance (IPQA®) software to the additive manufacturing
industry. Sigma Labs specializes in the development and commercialization of real-time monitoring solutions known as PrintRite3D®
for 3D metal advanced manufacturing technologies. PrintRite3D detects and classifies defects and anomalies real-time during
the manufacturing process, enabling significant cost-savings and production efficiencies. Sigma Labs believes its software product
will be a major catalyst for the acceleration and adoption of 3D metal printing. For more information, please visit www.sigmalabsinc.com.

 

 

 

Forward-Looking
Statements

 

This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended

 

(which
Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or
that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,”
“intend,” “plan,” “project,” “prospects,” “outlook,” and similar words
or expressions, or future or conditional verbs such as “will,” “should,” “would,” “may,”
and “could” are generally forward-looking in nature and not historical facts. These forward-looking statements involve
known and unknown risks, uncertainties and other factors, including, but not limited to, statements with respect to the completion
and use of proceeds of the underwritten public offering of common stock and the extent of funding of working capital costs. Among
the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements
are risks relating to, among other things, market and other conditions, the satisfaction of customary closing conditions related
to the underwritten public offering of common stock, Sigma Labs’ business and financial condition, and the impact of COVID-19,
general economic, industry or political conditions in the United States or internationally. The Company disclaims any intention
to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event,
or otherwise. For additional risks and uncertainties that could impact the Company’s forward-looking statements, please
see disclosures contained in Sigma Labs’ public filings with the SEC, including the “Risk Factors” in Sigma
Labs’ Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and prospectus for this offering. and which may be viewed
at www.sec.gov.

 

Contact:

 

Investor
Contact:

Chris Tyson
Managing Director
MZ Group – MZ North America
949-491-8235
SGLB@mzgroup.us
www.mzgroup.us

 

Company
Contact:

Steven Gersten
Sigma Internal IR
813-334-9745
investors@sigmalabsinc.com

 

 

 

Exhibit
99.3

 

 

Sigma
Labs Announces Closing of Public Offering of Common Stock and Exercise of Over-Allotment Option

 

SANTA
FE, NM – January 12, 2021
Sigma Labs, Inc. (NASDAQ: SGLB) (“Sigma Labs” or the “Company”),
a leading developer of quality assurance software for the commercial metal 3D printing industry, today announced the closing of
its previously announced underwritten public offering of 1,488,507 shares of common stock at a public offering price of $3.00
per share. In connection with the offering, the underwriter exercised in full its over-allotment option to purchase an additional
223,276 shares of common stock at the public offering price, less the underwriting discount. As a result, the total offering size
was 1,711,783 shares, and the gross proceeds from the offering were $5,135,349, before deducting underwriting discounts and estimated
offering expenses.

 

H.C.
Wainwright & Co. acted as the sole book-running manager for the offering.

 

“I
am very pleased with the interest in Sigma Labs and the confidence that the market has shown in our ability to execute on the
opportunity in front of us in 2021,” said Mark K. Ruport, President and CEO of Sigma Labs. “This offering strengthens
our balance sheet and will allow the management team to focus on meeting the milestones and goals that we have established for
the coming year,” concluded Ruport.

 

The
shares of common stock were offered by the Company pursuant to an effective registration statement on Form S-3 (File No. 333-225377)
that was filed with the U.S. Securities and Exchange Commission (“SEC”) on June 1, 2018 and declared effective on
June 14, 2018. The offering of the shares of common stock was made only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement. A final prospectus supplement, as supplemented by supplement no. 1, and
accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at
www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may also be obtained from H.C.
Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022, by email at placements@hcwco.com or by phone at (646) 975-6996.

 

This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or
qualification under the securities laws of any such state or jurisdiction.

 

About
Sigma Labs

 

Sigma
Labs Inc. is a leading provider of in-process quality assurance (IPQA®) software to the additive manufacturing
industry. Sigma Labs specializes in the development and commercialization of real-time monitoring solutions known as PrintRite3D®
for 3D metal advanced manufacturing technologies. PrintRite3D detects and classifies defects and anomalies real-time during
the manufacturing process, enabling significant cost-savings and production efficiencies. Sigma Labs believes its software product
will be a major catalyst for the acceleration and adoption of 3D metal printing. For more information, please visit www.sigmalabsinc.com.

 

 

 

Forward-Looking
Statements

 

This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private
Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,”
“anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,”
“prospects,” “outlook,” and similar words or expressions, or future or conditional verbs such as “will,”
“should,” “would,” “may,” and “could” are generally forward-looking in nature
and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors, including,
but not limited to, statements with respect to the use of proceeds of the underwritten public offering of common stock and the
extent of funding of working capital costs. Among the important factors that could cause actual results to differ materially from
those indicated by such forward-looking statements are risks relating to, among other things, market and other conditions, Sigma
Labs’ business and financial condition, Sigma Labs’ ability to satisfy its capital needs through increasing its revenue
and obtaining additional financing, and the impact of COVID-19, general economic, industry or political conditions in the United
States or internationally. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking
statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that
could impact the Company’s forward-looking statements, please see disclosures contained in Sigma Labs’ public filings
with the SEC, including the “Risk Factors” in Sigma Labs’ Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, and prospectus for this offering. and which may be viewed at www.sec.gov.

 

Contact:

 

Investor
Contact:

Chris
Tyson

Managing
Director

MZ
Group – MZ North America

949-491-8235

SGLB@mzgroup.us

www.mzgroup.us

 

Company
Contact:

Steven
Gersten

Sigma
Internal IR

813-334-9745

investors@sigmalabsinc.com

 

 



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