Sigma Additive Solutions, Inc. Sample Contracts

FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
Sigma Labs, Inc. • March 30th, 2021 • Miscellaneous manufacturing industries

THIS PLACEMENT AGENT 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 Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) the two year anniversary of the Initial Exercise date, provided, however, if such date is not a Trading Day, the immediately following Trading Day and (ii) March 25, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sigma Labs, Inc., a company incorporated under the laws of Nevada (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

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 6th, 2018 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 6, 2018, between Sigma Labs, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

UNDERWRITING AGREEMENT
Underwriting Agreement • August 1st, 2019 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York

The undersigned, Sigma Labs, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

SIGMA LABS, INC. COMMON STOCK PURCHASE WARRANT
Sigma Labs, Inc. • May 8th, 2019 • Miscellaneous manufacturing industries

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Carl I. Schwartz Revocable Family Trust dtd. 03/14/19 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 November 8, 2019 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIGMA LABS, INC., a Nevada corporation (the “Company”), up to 200,000 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).

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • February 14th, 2017 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York

THIS 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 the close of business on the fifth year anniversary of the Initial Exercise Date (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 Company common stock, par value $0.001 per share (the “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).

FORM OF ORIGINAL ISSUE DISCOUNT 10% SECURED CONVERTIBLE NOTE DUE OCTOBER 17, 2017
Sigma Labs, Inc. • October 20th, 2016 • Miscellaneous manufacturing industries • New York

THIS 10% SECURED CONVERTIBLE NOTE (the “Note) is issued at an approximately 10.0% original issue discount (resulting in the lending of $_______) by Sigma Labs, Inc., a Nevada corporation (the “Company”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 27th, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 27, 2020, is by and among Sigma Labs, Inc., a Nevada corporation with offices located at 3900 Paseo del Sol, Santa Fe, NM 87507 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • February 21st, 2017 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • Nevada

WARRANT AGENCY AGREEMENT, dated as of February 15, 2017 (“Agreement”), between Sigma Labs, Inc., a Nevada corporation (the “Company”) and Interwest Transfer Company, Inc. (the “Warrant Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 27th, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 27, 2020, is by and among Sigma Labs, Inc., a Nevada corporation with offices located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 8th, 2019 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 7, 2019, between Sigma Labs, Inc., a Nevada corporation (the “Company”), and Carl I. Schwartz Revocable Living Trust dtd. 03/14/19 (“Purchaser”).

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF FRAMEWAVES, INC.
Agreement and Plan of Reorganization • January 26th, 2001 • Messidor LTD • Services-management services • Nevada
AT THE MARKET OFFERING AGREEMENT
Market Offering Agreement • September 23rd, 2014 • Sigma Labs, Inc. • Services-management services • New York

Sigma Labs, Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Manager”) as follows:

FORM OF SECURITIES PURCHASE AGREEMENT
Form of Securities Purchase Agreement • March 30th, 2021 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 25, 2021, between Sigma Labs, Inc., a company incorporated under the laws of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 20th, 2016 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2016, between Sigma Labs, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature page (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, Securities of the Company as more fully described in this Agreement.

UNDERWRITING AGREEMENT
Underwriting Agreement • January 12th, 2021 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York

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.

FORM OF COMMON STOCK PURCHASE WARRANT SIGMA LABS, INC.
Sigma Labs, Inc. • October 20th, 2016 • Miscellaneous manufacturing industries

THIS 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, to subscribe for and purchase from Sigma Labs, Inc., a Nevada corporation (the “Company”), up to ____________ shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE WARRANT SIGMA ADDITIVE SOLUTIONS, INC.
Sigma Additive Solutions, Inc. • February 22nd, 2024 • Miscellaneous manufacturing industries

THIS 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 or times on or after the date that the Company effects the Increase in Authorized (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 15, 2027, the three (3) year anniversary of the Issue Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Sigma Additive Solutions, 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).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 14th, 2019 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York

This letter (this “Agreement”) constitutes the agreement between Sigma Labs, Inc., a Nevada corporation (the “Company”), and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • April 3rd, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York

This letter (this “Agreement”) constitutes the agreement between Sigma Labs, Inc., a Nevada corporation (the “Company”), and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.

FORM OF SECURITIES PURCHASE AGREEMENT
Form of Securities Purchase Agreement • April 3rd, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 2, 2020, is by and among Sigma Labs, Inc., a Nevada corporation with headquarters located at 3900 Paseo del Sol, Santa Fe, NM 87507 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 22nd, 2024 • Sigma Additive Solutions, Inc. • Miscellaneous manufacturing industries • Nevada

This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2024, between Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

LEASE FOR PREMISES AT SANTA FE BUSINESS INCUBATOR, INC Santa Fe, New Mexico Production Space
Sigma Labs, Inc. • April 16th, 2013 • Services-miscellaneous repair services

THIS LEASE is made at Santa Fe, New Mexico on this 16th day of October 2012 by and between SANTA FE BUSINESS INCUBATOR, INC., a New Mexico nonprofit corporation (“Landlord”), and B6 Sigma, Inc. (“Tenant”).

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SIGMA LABS, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • July 24th, 2014 • Sigma Labs, Inc. • Services-miscellaneous repair services • Nevada

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the __ day of -___________, 201__ by and between Sigma Labs, Inc., a Nevada corporation (the “Company”), and ________ _________ (“Optionee”).

CLASS A COMMON STOCK PURCHASE WARRANT SIGMA LABS, INC.
Common Stock Purchase Warrant • January 30th, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________, or its registered assigns (the “Holder”), with an address at: _________________, is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing on the later to occur of Shareholder Approval or one hundred and eighty (180) days after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (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 Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Contract
Sigma Labs, Inc. • April 7th, 2020 • Miscellaneous manufacturing industries • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING APRIL 2, 2020 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (“OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.

Contract
Sigma Labs, Inc. • May 8th, 2019 • Miscellaneous manufacturing industries • New York

NEITHER THIS SECURITY NOR THE SECURITIES INTO 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.

Form of Stock Appreciation Rights Agreement
Form of Stock Appreciation Rights Agreement • June 30th, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • Nevada

This Stock Appreciation Rights Agreement (this “Agreement”) is made and entered into as of [DATE] by and between Sigma Labs, Inc., a Nevada corporation (the “Company”) and [EMPLOYEE NAME] (the “Participant”).

FORM OF WARRANT AGENCY AGREEMENT
Form of Warrant Agency Agreement • February 14th, 2017 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • Nevada

WARRANT AGENCY AGREEMENT, dated as of [______], 2017 (“Agreement”), between Sigma Labs, Inc., a Nevada corporation (the “Company”) and Interwest Transfer Company, Inc. (the “Warrant Agent”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • December 20th, 2010 • Sigma Labs, Inc. • Services-miscellaneous repair services • Delaware

THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into effective August 23, 2010, by and among FRAMEWAVES, INC. a Nevada corporation ("Framewaves"), B6 SIGMA GROUP, INC., a Delaware corporation ("B6 Sigma"), and the shareholders of B6 Sigma listed on Schedule A hereto, constituting all of the shareholders of B6 Sigma (collectively, the "Shareholders").

OFFICE SPACE LEASE AGREEMENT
Office Space Lease Agreement • April 16th, 2013 • Sigma Labs, Inc. • Services-miscellaneous repair services • New Mexico

This Commercial Lease Agreement (“Lease”) is made and effective October 1, 2012 , by and between Russ Hedrick dba Hedrick Group LLC (“Landlord”) and _ Sigma Labs, Inc. (“Tenant”).

SIGMA LABS, INC. FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • April 1st, 2019 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • Nevada

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made effective as of the ________ day of ___________ (the “Effective Date”) by and between Sigma Labs, Inc., a Nevada corporation (the “Company”), and _________ (“Optionee”).

RETENTION BONUS AND CHANGE IN CONTROL AGREEMENT
Retention Bonus and Change in Control Agreement • March 30th, 2023 • Sigma Additive Solutions, Inc. • Miscellaneous manufacturing industries • Nevada

This Retention Bonus and Change in Control Agreement is entered into on January 26, 2023 by and between Sigma Additive Solutions, Inc. (formerly, Sigma Labs, Inc.), a Nevada corporation (the “Company”), and Jacob Brunsberg (the “Executive”), with reference to the following:

SIGMA LABS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • July 24th, 2014 • Sigma Labs, Inc. • Services-miscellaneous repair services • Nevada

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of the __ day of -___________, 201_ by and between Sigma Labs, Inc., a Nevada corporation (the “Company”), and ________ _________ (“Optionee”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • January 30th, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
sigma additive solutions, inc. Up to $1,500,000 of Common Stock AT-THE-MARKET ISSUANCE SALES AGREEMENT
Sigma Additive Solutions, Inc. • August 14th, 2023 • Miscellaneous manufacturing industries • New York

Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”), proposes to issue and sell through Lake Street Capital Markets, LLC, as selling agent ( the “Agent”), shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), having an aggregate offering price of up to US$1,500,000 of Common Stock (the Common Stock subject to this At-The-Market Issuance Sales Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein and subject to the limitations set forth in Section 2(a) hereof. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.

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