Exhibit
10.4


 


PLACEMENT
AGENCY AGREEMENT


 


Dawson
James Securities, Inc.

1 North Federal Highway

Boca Raton, Florida 33432


 


April
2, 2020


 


Ladies
and Gentlemen:


 


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.


 


1.
Appointment of Dawson James Securities, Inc. as Exclusive Placement Agent.


 


On
the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the
terms and conditions of this Agreement, the Company hereby appoints the Placement Agent as its exclusive placement agent in connection
with a distribution of its Securities to be offered and sold by the Company pursuant to a registration statement filed under the
Securities Act of 1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-225377), and Dawson agrees
to act as the Company’s exclusive Placement Agent. Pursuant to this appointment, the Placement Agent will solicit offers
for the purchase of or attempt to place all or part of the Securities of the Company in the proposed Offering. Until the final
closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written
consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The
Company acknowledges that the Placement Agent will act as an agent of the Company and use its reasonable “best efforts”
to solicit offers to purchase the Securities from the Company on the terms, and subject to the conditions, set forth in the Prospectus
(as defined below). The Placement Agent shall use commercially reasonable efforts to assist the Company in obtaining performance
by each Purchaser whose offer to purchase Securities has been solicited by the Placement Agent, but the Placement Agent shall
not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have
any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the
Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the
Securities, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement
shall be on an “agency” basis and not on a “principal” basis.


 


The
Placement Agent will solicit offers for the purchase of the Securities in the Offering at such times and in such amounts as the
Placement Agent deems advisable. The Company shall have the sole right to accept offers to purchase Securities and may reject
any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf
in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any Securities placed by it. The
Company and Placement Agent shall negotiate the timing and terms of the Offering and acknowledge that the Offering and the provision
of Placement Agent services related to the Offering are subject to market conditions and the receipt of all required related clearances
and approvals.


 


2.
Fees; Expenses; Other Arrangements.




 


A. Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in
cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the
“Placement Fee”) equal to eight percent (8.0%) of the aggregate gross proceeds received by the Company from
the sale of the Securities, at the closing (the “Closing” and the date on which the Closing occurs, the “Closing
Date”); and the Company shall issue to the Placement Agent or its designees at the Closing a five-year warrant to purchase
such number of shares of common stock equal to 8.0% of the number of shares of common stock sold at the Closing at an exercise
price equal to $3.64 (i.e., 125% of the price per share of common stock in the Offering), which warrant shall be exercisable at
any time, during the period commencing 180 days from the commencement of sales in the Offering (the “Placement Agent
Warrant”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing
Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent.


 







    	 	 	 



     


    




 


B. Offering Expenses.
The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a) all
filing fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA Public Offering filing
fees; (c) all fees and expenses relating to the listing of the Company’s common stock on the NASDAQ Stock Market; (d) all
fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky”
securities laws of such states and other jurisdictions as Dawson may reasonably designate (including, without limitation, all
filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be Dawson’s
counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $5,000); (e)
all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities
laws of such foreign jurisdictions as Dawson may reasonably designate; (f) the costs of all mailing and printing of the Offering
documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (h)
the fees and expenses of the Company’s accountants; and (i) “road show” expenses, diligence expenses, tombstone
and lucite memento expenses, and legal fees of Dawson’s counsel not to exceed in the aggregate $20,000. The Placement Agent
may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be
paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company
agrees to reimburse the Placement Agent to the extent required by Section 5 hereof.



 


C. Tail Financing.
The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement with respect to any public or private offering
or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail
Financing is provided to the Company by any investors that the Placement Agent has introduced to the Company during the term of
the Placement Agent’s engagement for the Offering, as well as any investors that participated in the Offering, if such Tail
Financing is consummated within 90 days following completion of the Offering. For the avoidance of doubt, any capital raised with
respect to the securities issued by the Company in the Company’s January 2020 private placements shall not be deemed Tail
Financing.


 


3.
Description of the Offering.


 


The
Securities to be offered directly to various investors (each, an “Investor” or “Purchaser”
and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of
a combination of (i) one share of the Company’s common stock (“Common Stock” or “Shares”);
and (ii) warrants to purchase a share of Common Stock at an exercise price of $2.782 per whole share (the “Warrants”).
The Common Stock and the Warrants will be sold as units (the “Units”, with each Unit consisting of one Share
and a Warrant to purchase a Share). The purchase price for one Unit shall be $2.91 per Unit (the “Unit Purchase Price”).
The Common Stock and Warrants shall be referred to as the “Securities”. If the Company shall default in its
obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify
and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by
the Company under this Agreement.


 


4.
Delivery and Payment; Closing.


 


Settlement
of the Securities purchased by an Investor shall be made by 5:00 p.m. on the Closing Date by wire transfer in federal (same day)
funds, payable to the order of the Company against delivery of the Securities. On the Closing Date, the Shares and Warrants to
which the Closing relates shall be delivered through such means as the parties may hereafter agree. The Securities shall be registered
in such name or names and in such authorized denominations as the Placement Agent may request in writing at least one Business
Day prior to the Closing Date. The term “Business Day” means any day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.


 




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The
Closing shall occur at such place as shall be agreed upon by the Placement Agent and the Company. In the absence of an agreement
to the contrary, each Closing shall take place at the offices of Schiff Hardin LLP, 901 K Street, NW, Suite 700, Washington, DC
20001. Deliveries of the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Schiff
Hardin, LLP, 901 K Street, NW, Suite 700, Washington, DC 20001 on the Closing Date. All actions taken at a Closing shall be deemed
to have occurred simultaneously.


 


5.
Term and Termination of Agreement.


 


The
term of this Agreement will commence upon the execution of this Agreement and will terminate at the earlier of the Closing of
the Offering or 11:59 p.m. (New York Time) on the fifth Business Day after the date hereof. Notwithstanding anything to the contrary
contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement,
the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse expenses will
survive any expiration or termination of this Agreement. If any condition specified in Section 8 is not satisfied when and as
required to be satisfied, this Agreement may be terminated by the Placement Agent by notice to the Company at any time on or prior
to a Closing Date, which termination shall be without liability on the part of any party to any other party, except that those
portions of this Agreement specified in Section 19 shall at all times be effective and shall survive such termination. Notwithstanding
anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever,
within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay
to the Placement Agent the expenses provided for in Section 2.B. above and upon demand the Company shall pay the full amount thereof
to the Placement Agent.


 


6.
Permitted Acts.


 


Nothing
in this Agreement shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents,
associated persons and any individual or entity “controlling,” controlled by,” or “under common control”
with the Placement Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct its business including without
limitation the ability to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any
other business relationship with any 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.


 


7.
Representations, Warranties and Covenants of the Company.


 


As
of the date and time of the execution of this Agreement, the Closing Date and the Initial Sale Time (as defined herein), the Company
represents, warrants and covenants to the Placement Agent, other than as disclosed in any of its filings with the Securities and
Exchange Commission (the “Commission”), that:


 


A. Registration Matters.


 


	 	
    i.	The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-225377) including a related
    prospectus, for the registration of certain securities (the “Shelf Securities”), including the Shares
    under the Securities Act, and the rules and regulations thereunder (the “Securities Act Regulations”). The
    registration statement has been declared effective under the Securities Act by the Commission. The “Registration
    Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto
    to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be
    incorporated by reference therein at such time pursuant to Form S-3 under the Securities Act and the documents otherwise
    deemed to be a part thereof as of such time pursuant to Rule 430A (“Rule 430A”) or Rule 430B under the
    Securities Act Regulations (“Rule 430B”); provided, however, that the “Registration Statement”
    without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the
    time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of
    such registration statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including the
    exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at
    such time pursuant to Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such
    time pursuant to Rule 430A or Rule 430B. Any registration statement filed pursuant to Rule 462(b) of the Securities Act
    Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the term
    “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus covering the Shelf
    Securities in the form first used to confirm sales of the Shares (or in the form first made available to the Placement Agent
    by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as
    the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically
    related to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the
    Placement Agent by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act), is hereinafter
    referred to, collectively, as the “Prospectus,” and the term “Preliminary Prospectus”
    means any preliminary form of the Prospectus, including any preliminary prospectus supplement specifically related to the
    Shares filed with the Commission by the Company with the consent of the Placement Agent.


 




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	 	ii.	All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”), incorporated or deemed to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.
	 	 	 
	 	iii.	The term “Disclosure Package” means (i) the Preliminary Prospectus, as most recently amended or supplemented immediately prior to the Initial Sale Time (as defined herein), (ii) the Issuer Free Writing Prospectuses (as defined below), if any, identified in Schedule I hereto, and (iii) any other Free Writing Prospectus (as defined below) that the parties hereto shall hereafter expressly agree to treat as part of the Disclosure Package.
	 	 	 
	 	iv.	The term “Issuer Free Writing Prospectus” means any issuer free writing prospectus, as defined in Rule 433 of the Securities Act Regulations. The term “Free Writing Prospectus” means any free writing prospectus, as defined in Rule 405 of the Securities Act Regulations.
	 	 	 
	 	v.	Neither the Company nor any of the Subsidiaries (as defined herein), nor any of their respective affiliates, officers, directors or, to the Company’s knowledge, any beneficial owner of 5% or more of the Company’s equity securities, (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or the Exchange Act Regulations, or (ii) has any direct or indirect affiliation or association with any member firm of Financial Industry Regulatory Authority, Inc. (“FINRA”) (as determined in accordance with the rules and regulations of FINRA).
	 	 	 
	 	vi.	Any Preliminary Prospectus when filed with the Commission, and the Registration Statement as of each effective date and as of the date hereof, complied or will comply, and the Prospectus and any further amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, comply, in all material respects, with the requirements of the Securities Act and the Securities Act Regulations; and the documents incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus complied, and any further documents so incorporated will comply, when filed with the Commission, in all material respects to the requirements of the Exchange Act and Exchange Act Regulations.
	 	 	 
	 	vii.	The issuance by the Company of the Shares has been registered under the Securities Act. The Shares will be issued pursuant to the Registration Statement and each of the Shares will be freely transferable and freely tradable by each of the Investors without restriction, unless otherwise restricted by applicable law or regulation. 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 the Shares being sold pursuant to this offering.




 



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B. Stock Exchange Listing.
The Warrant Shares and Common Stock are approved for listing on the NASDAQ Capital Market (the “Exchange”) and
the Company has taken no action designed to, or likely to have the effect of, delisting the shares of Common Stock from the Exchange,
nor has the Company received any notification that the Exchange is contemplating terminating such listing, except as disclosed
in the SEC Reports (as defined below).


 


C. No Stop Orders, etc.
Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing or
suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to the Company’s
knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with each request (if
any) from the Commission for additional information.


 


D. Subsidiaries.
The Company has no subsidiaries.


 


E. Disclosures in Registration
Statement.


 


	 	i.	Compliance with Securities Act and 10b-5 Representation.


 


(a) Each of the
Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the requirements of the Securities Act and the Securities Act Regulations. The Preliminary Prospectus and the Prospectus,
at the time each was or will be filed with the Commission, complied or will comply in all material respects with the requirements
of the Securities Act and the Securities Act Regulations. The Preliminary Prospectus delivered to the Placement Agent for use in
connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.


 


(b) Neither the
Registration Statement nor the Preliminary Prospectus as of 8:00 a.m. (Eastern time) on the date of this Agreement (the “Initial
Sale Time”), at the Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted,
omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to statements made or statements omitted in reliance upon
and in conformity with written information furnished to the Company with respect to the Placement Agent by the Placement Agent
expressly for use in the Registration Statement or any amendment thereof or supplement thereto. The parties acknowledge and agree
that such information provided by or on behalf of any Placement Agent consists solely of the following disclosure contained in
the following paragraphs in the “Plan of Distribution” section of the Prospectus: (i) the name of the Placement Agent,
and (ii) the information under the subsection “Fees and Expenses” (the “Placement Agent’s Information”).


 


(c) The Disclosure
Package, as of the Initial Sale Time and at the Closing Date, did not, does not and will not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; and each Issuer Free Writing Prospectus does not conflict with the information contained
in the Registration Statement, any Preliminary Prospectus, or the Prospectus, and each such Issuer Free Writing Prospectus, as
supplemented by and taken together with the Preliminary Prospectus as of the Initial Sale Time, did not include an 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; provided, however, that this representation and warranty shall not apply to statements
made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to
the Placement Agent by the Placement Agent expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus
or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf
of any Placement Agent consists solely of the Placement Agent’s Information; and







 






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(d)
Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission
pursuant to Rule 424(b), at the Closing Date, included, includes or will include an untrue statement of a material fact or omitted,
omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to the Placement
Agent’s Information.


 


	 	ii.	Disclosure
    of Agreements. The agreements and documents described in the Registration Statement, the Disclosure Package and the Prospectus
    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 Securities Act Regulations to be described in the Registration Statement, the Disclosure
    Package and the Prospectus 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 Disclosure Package
    and the Prospectus, and (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 therefor may be brought. None of such agreements or instruments has been assigned
    by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and,
    to 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, except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus.
    To 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 (each, a “Governmental
    Entity”), including, without limitation, those relating to environmental laws and regulations.
	 	 	 
	 	iii.	Prior
    Securities Transactions. For the past two completed fiscal years through the date hereof, no securities of the Company
    have been sold by the Company or, to the Company’s knowledge, by or on behalf of, or for the benefit of, any person
    or persons controlling, controlled by or under common control with the Company, except as disclosed in the Registration Statement,
    the Disclosure Package and the Preliminary Prospectus or, with respect to parties other than the Company, other filings by
    such other persons with the Commission.
	 	 	 
	 	iv.	Regulations.
    The disclosures in the Registration Statement, the Disclosure Package and the Prospectus concerning the effects of federal,
    state, local and all foreign regulation on the Offering and the Company’s business as currently contemplated are correct
    in all material respects and no other such regulations are required to be disclosed in the Registration Statement, the Disclosure
    Package and the Prospectus which are not so disclosed.
	 	 	 
	 	v.	Changes
    After Dates in Registration Statement.


 


(a)
No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement,
the Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse
change in the financial position or results of operations of the Company, nor any change or development that, singularly or in
the aggregate, would involve a material adverse change, in or affecting the condition (financial or otherwise), results of operations,
business, assets or prospects of the Company (a “Material Adverse Change”); (ii) there have been no material
transactions entered into by the Company, other than as contemplated pursuant to this Agreement; and (iii) no officer or director
of the Company has resigned from any position with the Company.


 




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(b)
Recent Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration
Statement, the Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed
in the Registration Statement, the Disclosure Package and the Prospectus, the Company has not: (i) issued any securities (other
than (i) grants under any stock compensation plan and (ii) shares of common stock issued upon exercise or conversion of option,
warrants or convertible securities described in the Registration Statement, the Disclosure Package and the Prospectus) 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.


 


F.
Independent Accountants. To the knowledge of the Company, Haynie & Company and Pritchett, during such time as such
firm was engaged by the Company (collectively, the “Auditors”), has been an independent registered public accounting
firm as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight Board. During
such time period in which the Auditors served as the Company’s independent registered public accounting firm the Auditors
did not or have not, during the periods covered by the financial statements included in the Registration Statement, the Disclosure
Package and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange
Act.


 


G.
SEC Reports; Financial Statements, etc. In the past twelve months, the Company has complied in all material respects with
requirements to file all reports, schedules, forms, statements and other documents required to be filed by it under the Securities
Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits
thereto and documents incorporated by reference therein, 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 and the rules and regulations of the Commission promulgated thereunder, 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 year-end audit adjustments that are not expected to be material in the aggregate. The financial statements,
including the notes thereto and supporting schedules included in the Registration Statement, the Disclosure Package and the Prospectus,
fairly present in all material respects the financial position and the results of operations of the Company at the dates and for
the periods to which they apply; and such financial statements have been prepared in conformity with GAAP, consistently applied
throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments
that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules
included in the Registration Statement present fairly in all material respects the information required to be stated therein.
Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement,
the Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma
as adjusted financial information and the related notes, if any, included in the Registration Statement, the Disclosure Package
and the Prospectus have been properly compiled and prepared in all material respects in accordance with the applicable requirements
of the Securities Act and the Securities Act Regulations and present fairly in all material respects the information shown therein,
and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect
to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Disclosure
Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations
of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act,
to the extent applicable. Each of the Registration Statement, the Disclosure Package and the Prospectus discloses all material
off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company
with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial
condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant
components of revenues or expenses. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus,
(a) the Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions
other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution
of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company (other than
(i) grants under any stock compensation plan and (ii) shares of common stock issued upon exercise or conversion of option, warrants
or convertible securities described in the Registration Statement, the Disclosure Package and the Prospectus), and (d) there has
not been any Material Adverse Change in the Company’s long-term or short-term debt.


 




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H.
Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Disclosure
Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions
stated in the Registration Statement, the Disclosure Package and the Prospectus, the Company will have on the Closing Date the
adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Disclosure
Package and the Prospectus, on the Effective Date, as of the Initial Sale Time, on the Closing Date, there will be no stock options
(other than stock options granted or to be granted under the Company’s 2013 Equity Incentive Plan), warrants, or other rights
to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible
or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock
or any such options, warrants, rights or convertible securities.


 


I.
Valid Issuance of Securities, etc.


 


i.
Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated
by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have
no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and except
as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, none of such securities were issued in
violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the
Company. The authorized shares of Common Stock, Company preferred stock and other outstanding securities conform in all material
respects to all statements relating thereto contained in the Registration Statement, the Disclosure Package and the Prospectus.
The offers and sales of the outstanding shares of Common Stock 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 of such shares, exempt from such registration requirements.


 


ii.
Securities Sold Pursuant to this Agreement. The Common Stock, the Warrants, the Warrant Shares, and the Placement Agent
Warrants have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and
non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the
Common Stock, the Warrants, the Warrant Shares, and the Placement Agent Warrants 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 Common Stock, Warrants, the Warrant Shares, and the Placement
Agent Warrants has been duly and validly taken; the shares of Common Stock underlying the Placement Agent Warrants have been duly
authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable,
and issued in accordance with the Warrants or Placement Agent Warrants, such Warrant Shares or Placement Agent Warrants will be
validly issued, fully paid and non-assessable. The Shares and Placement Agent Warrants conform in all material respects to all
statements with respect thereto contained in the Registration Statement, the Disclosure Package and the Prospectus.


 




    	 	8	 



     


    

 


J.
Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Disclosure Package, and the
Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities
of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or
to include any such securities in a registration statement to be filed by the Company (except for any such rights that have been
waived).


 


K.
Validity and Binding Effect of Agreements. This Agreement, the Placement Agent Warrant, and each warrant agreement representing
the Warrants to be delivered to each Investor in the Offering each has been duly and validly authorized by the Company, and, when
executed and delivered, will constitute, the valid and binding agreement of the Company, enforceable against the Company in accordance
with its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may
be limited under the federal and state securities laws; and (iii) 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
therefor may be brought.


 


L.
No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Placement Agent Warrant,
and each warrant agreement representing the Warrants to be delivered to each Investor in the Offering, and all ancillary documents,
the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the
terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in
a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in
the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company
pursuant to the terms of any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions
of the Company’s Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”)
or the by-laws of the Company (as the same may be amended or restated from time to time, the “Bylaws”); or
(iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity or by any foreign,
federal, state or local regulatory authority, except violations that would not reasonably be expected to have a Material Adverse
Change.


 


M.
Regulatory. Except as described in the Registration Statement, the Disclosure Package and the Prospectus or as would not
reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change: (i) the Company is and has been
in material compliance with statutes, laws, ordinances, rules and regulations applicable to the Company (collectively, “Applicable
Laws”); (iii) the Company possesses all licenses, certificates, approvals, clearances, consents, authorizations, qualifications,
registrations, permits, and supplements or amendments thereto required by any such Applicable Laws and/or to carry on its businesses
as now conducted (“Authorizations”) and such Authorizations are valid and in full force and effect and the
Company is not in violation of any term of any such Authorizations; (iv) the Company has not received notice of any claim, action,
suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Entity or third party
alleging that any product, operation or activity is in violation of any Applicable Laws or Authorizations or has any knowledge
that any such Governmental Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation
or proceeding, nor, to the best of the Company’s knowledge, has there been any material noncompliance with or violation
of any Applicable Laws by the Company that could reasonably be expected to require the issuance of any such communication or result
in an investigation, corrective action, or enforcement action by any Governmental Entity; (v) the Company has not received notice
that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations
or has any knowledge that any such Governmental Entity has threatened or is considering such action; and (vi) the Company has
filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and
supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices,
applications, records, claims, submissions and supplements or amendments were complete, correct and not misleading on the date
filed (or were corrected or supplemented by a subsequent submission). Neither the Company nor, to the Company’s knowledge,
any of its directors, officers, employees or agents has been convicted of any crime under any Applicable Laws.


 




    	 	9	 



     


    

 


N.
No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition
of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement
or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company
is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company
is not (i) in violation of any term or provision of its Charter or Bylaws, or (ii) in violation of any franchise, license, permit,
applicable law, rule, regulation, judgment or decree of any Governmental Entity applicable to the Company, except violations that
would not reasonably be expected to have a Material Adverse Change.


 


O.
Corporate Power; Licenses; Consents.


 


i.
Except as described in the Registration Statement, the Disclosure Package and the Prospectus, the Company has all requisite corporate
power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all
governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described
in the Registration Statement, the Disclosure Package and the Prospectus.


 


ii.
The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions
hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent,
authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance,
sale and delivery of the Common Stock, Warrants, Warrant Shares, or Placement Agent Warrants, and the consummation of the transactions
and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Disclosure Package and the
Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial
Industry Regulatory Authority, Inc. (“FINRA”).


 


P.
Litigation; Governmental Proceedings. There is no material action, suit, proceeding, inquiry, arbitration, investigation,
litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company
or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement,
the Disclosure Package and the Prospectus or in connection with the Company’s listing application for the additional listing
of the Common Stock and Warrant Shares on the Exchange.


 


Q.
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under
the laws of the State of Nevada as of the date hereof, and is duly qualified to do business and is in good standing in each other
jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where
the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse
Change.


 


R.
Insurance. The Company carries or is entitled to the benefits of insurance, with, to the Company’s knowledge, reputable
insurers, and in such amounts and covering such risks which the Company believes are reasonably adequate, and all such insurance
is in full force and effect. The Company has no reason to believe that it will not be able (i) to renew its existing insurance
coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary
or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.


 


S.
Transactions Affecting Disclosure to FINRA.


 


i.
Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment
of a finder’s, consulting or origination fee by the Company or any executive officer or director of the Company (each an,
“Insider”) with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings
of the Company or, to the Company’s knowledge, any of its stockholders that may affect the Placement Agent’s compensation,
as determined by FINRA.


 




    	 	10	 



     


    

 


ii.
Payments Within Twelve (12) Months. 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 (12)
months prior to the date hereof, other than (A) the payment to the Placement Agent as provided hereunder in connection with the
Offering, and (B) other payments to the Placement Agent and other placements agents or underwriters under other engagement letters.


 


iii.
Use of Proceeds. 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.


 


iv.
FINRA Affiliation. There is no (i) officer or director of the Company, (ii) to the Company’s knowledge, beneficial
owner of 5% or more of any class of the Company’s securities or (iii) to the Company’s knowledge, beneficial owner
of the Company’s unregistered equity securities which were acquired during the 180-day period immediately preceding the
filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating in the Offering
(as determined in accordance with the rules and regulations of FINRA).


 


T.
Foreign Corrupt Practices Act. Neither the Company nor, to the Company’s knowledge, any director, officer, agent,
employee or affiliate of the Company or any other person acting on behalf of the Company, has, directly or indirectly, given or
agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business)
to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any Governmental Entity or
any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help
or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject
the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the
past, might have had a Material Adverse Change or (iii) if not continued in the future, might adversely affect the assets, business,
operations or prospects of the Company. 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 Foreign Corrupt Practices Act of 1977, as amended.


 


U.
Compliance with OFAC. Neither of the Company nor, to the Company’s knowledge, any director, officer, agent, employee
or affiliate of the Company or any other person acting on behalf of the Company, is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will
not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC.


 


V.
Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money
Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company with
respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


W.
Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you
or to Placement Agent Counsel shall be deemed a representation and warranty by the Company to the Placement Agent as to the matters
covered thereby.


 


X.
Related Party Transactions. There are no business relationships or related party transactions involving the Company or
any other person required to be described in the Registration Statement, the Disclosure Package and the Prospectus that have not
been described as required.


 




    	 	11	 



     


    

 


Y.
Board of Directors. The qualifications of the persons serving as board members and the overall composition of the board
comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder
(the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the Exchange. At least one member
of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,”
as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons
serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.


 


Z.
Sarbanes-Oxley Compliance.


 


i.
The Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15
under the Exchange Act Regulations applicable to it, and such controls and procedures are effective to ensure that all material
information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of
the Company’s Exchange Act filings and other public disclosure documents.


 


ii.
The Company is, or at the Initial Sale Time and on the Closing Date will be, in material compliance with the provisions of the
Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure
the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the
material provisions of the Sarbanes-Oxley Act.


 


AA.
Accounting Controls. The Company maintains systems of “internal control over financial reporting” (as defined
under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respects with the requirements of
the Exchange Act and have been designed by, or under the supervision of, its principal executive and principal financial officers,
or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, 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. Except as disclosed in the Registration Statement,
the Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. The Auditors
and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material
weaknesses, if any, in the design or operation of internal controls over financial reporting which are known to the Company’s
management and that have adversely affected or are reasonably likely to adversely affect the Company’ ability to record,
process, summarize and report financial information; and (ii) any fraud, if any, known to the Company’s management, whether
or not material, that involves management or other employees who have a significant role in the Company’s internal controls
over financial reporting.


 


BB.
No Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds
thereof as described in the Registration Statement, the Disclosure Package and the Prospectus, will not be, required to register
as an “investment company,” as defined in the Investment Company Act of 1940, as amended.


 


CC.
No Labor Disputes. No material labor dispute with the employees of the Company exists or, to the knowledge of the Company,
is imminent.


 




    	 	12	 



     


    

 


DD.
Intellectual Property Rights. To the Company’s knowledge, the Company has, or can acquire on reasonable terms, ownership
of and/or license to, or otherwise has the right to use, all inventions, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures), patents and patent rights trademarks, service
marks and trade names, copyrights, (collectively “Intellectual Property”) material to carrying on its business
as described in the Prospectus. The Company has not received any correspondence relating to (A) infringement or misappropriation
of, or conflict with, any Intellectual Property of a third party; (B) asserted rights of others with respect to any Intellectual
Property of the Company; or (C) assertions that any Intellectual Property of the Company is invalid or otherwise inadequate to
protect the interest of the Company, that in each case (if the subject of any unfavorable decision, ruling or finding), individually
or in the aggregate, would have or would reasonably be expected to have a Material Adverse Change. There are no third parties
who have been able to establish any material rights to any Intellectual Property, except for the retained rights of the owners
or licensors of any Intellectual Property that is licensed to the Company. There is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others: (A) challenging the validity, enforceability or scope of any Intellectual
Property of the Company or (B) challenging the Company’s rights in or to any Intellectual Property or (C) that the Company
materially infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property or other proprietary rights
of others. The Company has complied in all material respects with the terms of each agreement described in the Registration Statement,
Disclosure Package or Prospectus pursuant to which any Intellectual Property is licensed to the Company, and all such agreements
related to products currently made or sold by the Company, or to products currently under development, are in full force and effect.
All patents issued in the name of, or assigned to, the Company, and all patent applications made by or on behalf of the Company
(collectively, the “Company Patents”) have been duly and properly filed. The Company is not aware of any material
information that was required to be disclosed to the United States Patent and Trademark Office (the “PTO”)
but that was not disclosed to the PTO with respect to any issued Company Patent, or that is required to be disclosed and has not
yet been disclosed in any pending application in the Company Patents and that would preclude the grant of a patent on such application.
To the Company’s knowledge, the Company is the sole owner of the Company Patents.


 


EE.
Taxes. The Company has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to
the date hereof or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes (as hereinafter
defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company, except
for such exceptions as could not be expected, individually or in the aggregate, to have a Material Adverse Change. 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. Except as disclosed in writing to the Placement Agent, (i) no issues have been raised (and are currently
pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company, and (ii) no
waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the
Company. 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 whatever, 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.


 


FF.
Employee Benefit Laws. To the extent applicable, the operations of the Company and its subsidiaries are and have been conducted
at all times in material compliance with the Employee Retirement Income Security Act of 1974, as amended, the rules and regulations
thereunder and any applicable related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental
agency (collectively, the “Employee Benefit Laws”) and no action, suit or proceeding by or before any court
or governmental agency, authority or body or any arbitrator involving the Company or its subsidiaries with respect to the Employee
Benefit Laws is pending or, to the knowledge of the Company, threatened.


 




    	 	13	 



     


    

 


GG.
Compliance with Laws. The Company: (A) is and at all times has been in compliance with all Applicable Laws, except as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any correspondence
from any Governmental Entity alleging or asserting noncompliance with any Applicable Laws or any Authorizations; (C) possesses
all material Authorizations and such Authorizations are valid and in full force and effect and the Company is not in material
violation of any term of any such Authorizations, in each case except as would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Change; (D) has not received written notice of any claim, action, suit, proceeding, hearing,
enforcement, investigation, arbitration or other action from any Governmental Entity or third party alleging that any product
operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental
Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has
not received written notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify
or revoke any Authorizations; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices,
applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations
and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments
were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission);
and (G) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or
issued, any recall, market withdrawal or replacement, or other notice or action relating to the alleged lack of safety or efficacy
of any product or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated,
conducted or intends to initiate any such notice or action.


 


HH.
Ineligible Issuer. [Intentionally Omitted.]


 


II.
Industry Data. The statistical and market-related data included in each of the Registration Statement, the Disclosure Package
and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and
accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.


 


JJ.
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) contained in the Registration Statement, the Disclosure Package or the Prospectus has been made or reaffirmed
without a reasonable basis or has been disclosed other than in good faith.


 


KK.
Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board
of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering
will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing
or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which
might cause any of the shares of Common Stock to be considered a “purpose credit” within the meanings of Regulation
T, U or X of the Federal Reserve Board.


 


LL.
Integration. 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 the Offering to be integrated with prior offerings by the Company for purposes of the Securities Act that would require
the registration of any such securities under the Securities Act.


 


MM.
Confidentiality and Non-Competition. To the Company’s knowledge, no director, officer, key employee or consultant
of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with
any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective
capacity of the Company or be expected to result in a Material Adverse Change.


 


NN.
Reserved.


 


OO.
Reserved.


 




    	 	14	 



     


    

 


8.
Conditions of the Obligations of the Placement Agent.


 


The
obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part
of the Company set forth in Section 7 hereof, in each case as of the date hereof and as of the Closing Date as though then made,
to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and
to each of the following additional conditions:


 


A.
Regulatory Matters.


 


i.
Effectiveness of Registration Statement; Rule 424 Information. The Registration Statement is effective on the date of this
Agreement, and, on the Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus
or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the
Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission
for additional information. All filings with the Commission required by Rule 424 under the Securities Act to have been filed by
the Closing Date, shall have been made within the applicable time period prescribed for such filing by Rule 424.


 


ii.
FINRA Clearance. On or before the Closing Date of this Agreement, the Placement Agent shall have received clearance from
FINRA as to the amount of compensation allowable or payable to the Placement Agent as described in the Registration Statement.


 


iii.
Exchange Stock Market Clearance. On the Closing Date, the Shares and the Warrant Shares shall have been approved for listing
on the Exchange, subject only to official notice of issuance.


 


B.
Company Counsel Matters.


 


i.
On the Closing Date, the Placement Agent may rely on the opinion to be delivered to the purchasers of the Shares at the Closing.


 


C.
Reserved.


 


D.
Officers’ Certificates. The Placement Agent may rely on officer’s certificates to be delivered by the Company
to the purchasers of Shares at the Closing.


 


E.
No Material Changes. Prior to and on the Closing Date: (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, the Disclosure Package
and the Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the
Company or any affiliates 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, the Disclosure Package and
the 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, the Disclosure Package 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 Securities Act Regulations and shall conform in all material respects to the requirements of the
Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Disclosure Package 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.


 


F.
Reservation of Common Stock. So long as any Warrants remain outstanding, the Company shall take all action necessary to
at all times have authorized, and reserved for the purpose of issuance, no less than 100% of the maximum number of shares of Common
Stock issuable upon exercise of the Warrants or the Placement Agent Warrant.


 




    	 	15	 



     


    

 


G.
Delivery of Agreements.


 


(i)
Reserved


 


(ii)
Warrant Agreements. On the Closing Date, the Company shall have delivered to the Placement Agent a PDF copy of the Warrant
Agreement for each Investor in the Offering, which originals shall be delivered by the Company via overnight courier on the following
business day.


 


(iii)
Placement Agent Warrant. On the Closing Date, the Company shall have delivered to the Placement Agent executed copies of
the Placement Agent’s Warrants.


 


H.
Additional Documents. At the Closing Date, Placement Agent Counsel shall have been furnished with such documents and opinions
as they may require in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of
the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be satisfactory in form and substance to the Placement Agent and Placement Agent Counsel.


 


9.
Indemnification and Contribution; Procedures.


 


A.
Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates
and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors,
officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and
each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses,
claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and
shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the
Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”)
and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing
or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary
Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (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, 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 Section 9, collectively
called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction
in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission
or agency, any national 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 the 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, the Placement Agent’s information.
The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified
Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary
with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.


 


B.
Procedure. Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect
to which indemnity may reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly notify
the Company in writing; provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company
from any obligation or liability which the Company may have on account of this Section 9 or otherwise to such Indemnified Person,
except to the extent (and only to the extent) that its ability to assume the defense is actually impaired by such failure or delay.
The Company shall, if requested by the Placement Agent, assume the defense of any such action (including the employment of counsel
and reasonably satisfactory to the Placement Agent). Any Indemnified Person shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel for the benefit of the
Placement Agent and the other Indemnified Persons or (ii) such Indemnified Person shall have been advised that in the opinion
of counsel that there is an actual or potential conflict of interest that prevents (or makes it imprudent for) the counsel engaged
by the Company for the purpose of representing the Indemnified Person, to represent both such Indemnified Person and any other
person represented or proposed to be represented by such counsel, it being understood, however, that the Company shall not be
liable for the expenses of more than one separate counsel (together with local counsel),
representing the Placement Agent and all Indemnified persons who are parties to such action. The Company shall not be liable
for any settlement of any action effected without its written consent (which shall not be unreasonably withheld). In addition,
the Company shall not, without the prior written consent of the Placement Agent, settle, compromise or consent to the entry of
any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement,
indemnification or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such
settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnified Person, acceptable to
such Indemnified Party, from all Liabilities arising out of such action for which indemnification or contribution may be sought
hereunder and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf
of any Indemnified Person. The advancement, reimbursement, indemnification and contribution obligations of the Company required
hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as every Liability
and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every Liability and Expense as it
is incurred (and in no event later than 30 days following the date of any invoice therefor).


 




    	 	16	 



     


    

 


C.
Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its
officers who signed the Registration Statement and persons 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 Liabilities, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package
or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s
Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary
Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect
of which indemnity may be sought against the Placement Agent, the Placement Agent 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 the Placement Agent by
the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation
or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the
Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing
Prospectus, provided, that failure by the Company so to notify the Placement Agent shall
not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section
9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such
failure..


 


D.
Contribution. In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable to any
indemnified person, then each indemnifying party shall contribute to the Liabilities and Expenses paid or payable by such indemnified
person in such proportion as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement
Agent and any other Indemnified Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation
provided by the immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the
relative fault of the Company, on the one hand, and the Placement Agent and any other Indemnified Person, on the other hand, in
connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations;
provided that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons,
in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of commissions actually received by
the Placement Agent pursuant to this Agreement. The relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company on the one hand or the Placement Agent on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Placement
Agent agree that it would not be just and equitable if contributions pursuant to this subsection (D) were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to above
in this subsection (D). For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement
Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as: (a) the
total value received by the Company in the Offering, whether or not such Offering is consummated, bears to (b) the commissions
paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of
fraudulent misrepresentation.


 




    	 	17	 



     


    

 


E.
Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified
Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions
in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has
made a finding that Liabilities (and related Expenses) of the Company have resulted primarily from such Indemnified Person’s
gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.


 


F.
Survival. The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 9 shall remain
in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services under
or in connection with, this Agreement. Each Indemnified Person is an intended third-party beneficiary of this Section 9, and has
the right to enforce the provisions of Section 9 as if he/she/it was a party to this Agreement.


 


10.
Limitation of Dawson’s Liability to the Company.


 


Dawson
and the Company further agree that neither Dawson nor any of its affiliates or any of their respective officers, directors, controlling
persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall
have any liability to the Company, its security holders or creditors, or any person asserting claims on behalf of or in the right
of the Company (whether direct or indirect, in contract or tort, for an act of negligence or otherwise) for any losses, fees,
damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the Services rendered
hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or
failure to act by Dawson and that are finally judicially determined to have resulted solely from the gross negligence or willful
misconduct of Dawson.


 


11.
Limitation of Engagement to the Company.


 


The
Company acknowledges that Dawson has been retained only by the Company, that Dawson is providing services hereunder as an independent
contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Dawson is not deemed to be
on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person
not a party hereto as against Dawson or any of its affiliates, or any of its or their respective officers, directors, controlling
persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless
otherwise expressly agreed in writing by Dawson, no one other than the Company is authorized to rely upon any statement or conduct
of Dawson in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given
by Dawson to the Company in connection with Dawson’s engagement is intended solely for the benefit and use of the Company’s
management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall
not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. Dawson shall not have
the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject
any investor introduced to it by Dawson. If any purchase agreement and/or related transaction documents are entered into between
the Company and the investors in the Offering, Dawson will be entitled to rely on the representations, warranties, agreements
and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations,
warranties, agreements and covenants were made directly to Dawson by the Company.


 


12.
Amendments and Waivers.


 


No
supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby.
The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the
future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (regardless of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise
expressly provided.


 




    	 	18	 



     


    

 


13.
Confidentiality.


 


In
the event of the consummation or public announcement of any Offering, Dawson shall have the right to disclose its participation
in such Offering, including, without limitation, the placement at its cost of “tombstone” advertisements in financial
and other newspapers and journals. Dawson agrees not to use any confidential information concerning the Company provided to Dawson
by the Company for any purposes other than those contemplated under this Agreement.


 


14.
Headings.


 


The
headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed
to be part of this Agreement.


 


15.
Counterparts.


 


This
Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts
shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.


 


16.
Severability.


 


In
case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


17.
Use of Information.


 


The
Company will furnish Dawson such written information as Dawson reasonably requests in connection with the performance of its services
hereunder. The Company understands, acknowledges and agrees that, in performing its services hereunder, Dawson will use and rely
entirely upon such information as well as publicly available information regarding the Company and other potential parties to
an Offering and that Dawson does not assume responsibility for independent verification of the accuracy or completeness of any
information, whether publicly available or otherwise furnished to it, concerning the Company or otherwise relevant to an Offering,
including, without limitation, any financial information, forecasts or projections considered by Dawson in connection with the
provision of its services.


 


18.
Absence of Fiduciary Relationship.


 


The
Company acknowledges and agrees that: (a) the Placement Agent has been retained solely to act as Placement Agent in connection
with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Placement Agent
has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent
has advised or is advising the Company on other matters and that the Placement Agent owes the Company only those duties and obligations
set forth in this Agreement; (b) the Unit Purchase Price and other terms of the Securities set forth in this Agreement were established
by the Company following discussions and arms-length negotiations with the Placement Agent and the Company is capable of evaluating
and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;
(c) it has been advised that the Placement Agent and its affiliates are engaged in a broad range of transactions that may involve
interests that differ from those of the Company and that the Placement Agent has no obligation to disclose such interest and transactions
to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Placement Agent
is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Placement Agent, and not
on behalf of the Company and that the Placement Agents may have interests that differ from those of the Company. The Company waives
to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged breach
of fiduciary duty in connection with the Offering.


 




    	 	19	 



     


    

 


19.
Survival Of Indemnities, Representations, Warranties, Etc.


 


The
respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and Placement Agent,
as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling
any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including
without limitation any termination pursuant to Section 5, the payment, reimbursement, indemnity, contribution and advancement
agreements contained in Sections 2, 9, 10, and 11, respectively, and the Company’s covenants, representations, and warranties
set forth in this Agreement shall not terminate and shall remain in full force and effect at all times. The indemnity and contribution
provisions contained in Section 9 and the covenants, warranties and representations of the Company contained in this Agreement
shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation
made by or on behalf of any Placement Agent, any person who controls any Placement Agent within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act or any affiliate of any Placement Agent, or by or on behalf of the
Company, its directors or officers or any person who controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery of the Securities.


 


20.
Governing Law.


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made
and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement,
will be heard only in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly
agree to submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties
hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City
and State of New York.


 


21.
Notices.


 


All
communications hereunder shall be in writing and shall be mailed or hand delivered and confirmed to the parties hereto as follows:


 


If
to the Company:


Sigma
Labs, Inc.


3900
Paseo del Sol


Santa
Fe, New Mexico 87507


Attention:
Chief Executive Officer


 


If
to the Placement Agent:


 


Dawson
James Securities, Inc.


1
North Federal Highway – 5th Floor


Boca
Raton, FL 33432


Attention:
Chief Executive Officer


 


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


 


22.
Miscellaneous.


 


This
Agreement shall not be modified or amended except in writing signed by Dawson and the Company. This Agreement constitutes the
entire agreement of Dawson and the Company, and supersedes any prior agreements, with respect to the subject matter hereof. If
any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect
such provision in any other respect, and the remainder of this Agreement shall remain in full force and effect. This Agreement
may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.


 


23.
Successors.


 


This
Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 9 hereof, and to their respective successors, and personal representative,
and, except as set forth in Section 9 of this Agreement, no other person will have any right or obligation hereunder.


 


24.
Partial Unenforceability.


 


The
invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability
of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as
are necessary to make it valid and enforceable.


 


[SIGNATURE
PAGE TO FOLLOW]


 




    	 	20	 



     


    

 


In
acknowledgment that the foregoing correctly sets forth the understanding reached by Dawson and the Company, and intending to be
legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date
executed.


 


Very
truly yours


 


	SIGMA
    LABS, INC.	 
	 	 	 
	By:	/s/
    John Rice	 
	Name:	John
    Rice	 
	Title:	President
    and CEO	 
	 	 	 
	Agreed
    and accepted as of the date first above written.	 
	 	 
	DAWSON
    JAMES SECURITIES, INC.	 
	 	 	 
	By:	/s/
    Robert Keyser	 
	Name:	Robert
    D. Keyser, Jr.	 
	Title:	Chief
    Executive Officer	 


 




    	 	21	 



     


    

 


SCHEDULE
I


 


Issuer
General Use Free Writing Prospectuses


 


None.


 




    	 	22