________, 20__


 


______________


______________


 


		Re:	Grant of Restricted Stock



 


Dear __________:


 


I am pleased to inform you that, effective
as of __________, 20___, upon the terms and subject to the conditions set forth in this letter (this “Letter Agreement”),
Sigma Labs, Inc. (the “Company”) granted you _________ shares of common stock of the Company, based on a stock price
of $_______ per share (the “Shares”), under the Company’s 2013 Equity Incentive Plan (the “Plan”).
A copy of the Plan, as in effect on the date hereof, is attached as Exhibit A.


 


The Shares will “vest” in
accordance with the following schedule and, until vested, shall be referred to as “Unvested Shares”:
___________________.   


 


The Company will retain custody of certificates
representing the Unvested Shares, accompanied by a stock power in blank executed by you, as provided below, until the Unvested
Shares represented by the certificates vest. Upon your written request at any time, the Company will deliver to you a stock certificate
in your name representing the vested shares. If any of the Unvested Shares have not vested at the time that you are no longer in
the employ of the Company, such Unvested Shares will be deemed automatically forfeited by you, and you will thereafter have no
right or claim to such Unvested Shares.


 


Upon receipt of the certificate(s) for the
Unvested Shares, please deliver such certificate(s), together with an Assignment Separate from Certificate, in substantially the
form of that attached as Exhibit B, executed in blank by you, with respect to each such certificate, to the Secretary of
the Company to hold in escrow for so long as such Unvested Shares remain restricted stock, with the authority to take all such
actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of
this Letter Agreement in accordance with its terms. In so doing, you acknowledge that the appointment of the Secretary of the Company
as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Letter Agreement
and that such appointment is coupled with an interest and is accordingly irrevocable. Such escrow holder will not be liable to
any party to this Letter Agreement (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent
relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be
genuine and may resign at any time.


 


Under Section 83 of the Internal Revenue
Code (the “Code”), restricted stock is taxable to the holder based on its value as and when the forfeiture provisions
lapse. However, you may make an election under Section 83(b) of the Code to be taxed on the value of the Shares at the date of
grant (which value shall be determined without regard to any restrictions set forth in this Letter Agreement or otherwise) at ordinary
income rates, subject to payroll tax withholding.


 






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_________


Page 2




 


If you make a timely Section 83(b) election
(i.e., on or before __________), you agree to immediately pay the Company the amount necessary to satisfy any applicable federal,
state, and local income and employment tax withholding requirements. A form of election under Section 83(b) of the Code is attached
as Exhibit C. If you do not make a timely Section 83(b) election, you agree to, either at each time that the Share restrictions
lapse under this Letter Agreement or at the time withholding is otherwise required by any applicable law, pay the Company the amount
necessary to satisfy any applicable federal, state, and local income and employment tax withholding requirements.


 


In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination or reclassification, or if the Company effects a spin-off of the Company’s
subsidiary, any new, substituted or additional securities or other property (including money paid) which is by reason of any such
transaction distributed to you with respect to the Shares shall be immediately subject to the restrictions imposed hereunder. Appropriate
adjustments to reflect the distribution of such securities or property shall be made to the number of Shares and the Company may
require the establishment of an escrow account for any property or money distributed with respect to the Shares covered by such
restrictions.


 


Further, notwithstanding any other provision
of this Letter Agreement, you agree that no Share is transferable or otherwise subject to disposition or hypothecation as long
as the Share remains forfeitable as provided in this Letter Agreement.


 


After your have reviewed the terms of this
Letter Agreement, please sign below to indicate your consent and agreement, and return a signed copy to me at your earliest convenience.
Please have your spouse, if any, execute a Consent of Spouse, in substantially the form of that attached as Exhibit D. This Letter
Agreement may be executed in counterparts, all of which together shall constitute but one and the same instrument.


 


Please do not hesitate to contact me if
you have any questions regarding this Letter Agreement or the Plan.


 


	 	 	Very Truly Yours,
	 	 	 
	 	 	SIGMA LABS, INC.
	 	 	 
	Consented and Agreed:	 	 
	 	 	 
	 	 	 


  






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_________


Page 3




 


EXHIBIT A


 


2013 EQUITY INCENTIVE PLAN


 


[SEE ATTACHED]


 






    	Page 3 of 7



    	 



    

 





EXHIBIT B


 


ASSIGNMENT SEPARATE FROM CERTIFICATE


 


FOR VALUE RECEIVED, I, ____________, hereby
sell, assign and transfer to Sigma Labs, Inc. (the “Company”) _____________ shares of its Common Stock standing in
my name on the books of such Company, and do hereby irrevocably constitute and appoint the Secretary of the Company with full power
and authority to transfer such shares of Common Stock on the books of the Company with full power of substitution in the premises.


 


	Dated: ______, 20____	 
	 	 
	 	Signature
	 	 
	 	 


  


This Assignment Separate from Certificate
was executed in conjunction with the terms of a restricted stock letter agreement between the above assignor and the Company, effective
as of _________ and shall not be used in any manner except as provided in such letter agreement.


 






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EXHIBIT C


 


ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE


 


The undersigned hereby makes an election
pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following
information in accordance with the regulations promulgated thereunder:


 


		1.	The name, address and social security number of the
undersigned:



 


	Name:   	 






	Address:   	 
	 






	Social Security No.   	 




 


		2.	Description of property with respect to which the election
is being made:



 


________ shares of common stock (the “Shares”)
of Sigma Labs, Inc., a Nevada corporation (the “Company”).


 


		3.	The date on which the property was transferred is ___________.



 


		4.	The taxable year to which this election relates is
calendar year 20___.



 


		5.	None of the Shares shall vest fully and immediately
upon the execution of that certain restricted stock Letter Agreement, dated _________.



 


6.            
________ of the Shares are subject to the provisions of the Letter Agreement. Such shares are subject to forfeiture under
the terms of such Letter Agreement.


 


7.           
The fair market value of the property at the time of transfer (determined without regard to any lapse restriction) was $______
per share, for a total of $_______.


 


		8.	The amount paid by taxpayer for the property was nothing.



 


		9.	A copy of this statement has been furnished to the
Company.



 


	Dated: _______, 20___	 	 
	 	 	 
	 	 	Taxpayer’s Name
	 	 	 
	 	 	 
	 	 	Taxpayer’s Spouse’s Name


  






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PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)


 


The following procedures must be followed
with respect to the attached form for making an election under Internal Revenue Code section 83(b) in order for the election to
be effective:


 


A.                
You must file one copy of the completed election form with the IRS Service Center where you file your federal income tax
returns within 30 days after the Date of Award of your Restricted Stock.


 


B.                 
At the same time you file the election form with the IRS, you must also give a copy of the election form to the Secretary
of the Company.


 


C.                 
You must file another copy of the election form with your federal income tax return for the taxable year in which
the stock is transferred to you. It is suggested that a copy also be attached to the state income tax return that you file for
that year.


 






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_________


Page 7




 





EXHIBIT D


 


CONSENT OF SPOUSE


 


The undersigned, being the spouse of the
recipient of the Shares who is a signatory to the above Letter Agreement, hereby acknowledges that the undersigned has read and
is familiar with the provisions of such Letter Agreement, and agrees thereto and joins therein to the extent, if any, that the
undersigned’s agreement and joinder may be necessary; and the undersigned hereby further agrees that the recipient of the
Shares may join in any future amendments or modifications of such Letter Agreement without any further signature, acknowledgment,
agreement or consent by the undersigned.


 


	Dated: __________	 	 


  






    	Page 7 of 7