Exhibit
4.1


 


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


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO SEPTEMBER 29, 2020. VOID AFTER 5:00 P.M., EASTERN TIME, APRIL 2, 2025.


 


FORM
OF COMMON STOCK PURCHASE WARRANT


 


For
the Purchase of _____ Shares of Common Stock


of


SIGMA
LABS, INC.


 


1.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of _______ (“Holder”),
as registered owner of this Purchase Warrant, to Sigma Labs, Inc., a Nevada corporation (the “Company”), Holder
is entitled, at any time or from time to time from September 29, 2020 (the “Commencement Date”), and at or
before 5:00 p.m., Eastern time, April 2, 2025 (the “Expiration Date”), but not thereafter, to subscribe for,
purchase and receive, in whole or in part, up to _______ shares of common stock of the Company, par value $0.001 per share (the
“Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which
banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which
is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not
to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $3.64
per Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights
granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise,
shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or
the adjusted exercise price, depending on the context.


 


2.
Exercise.


 


2.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and
completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being
purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified
check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern
time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 


2.2
Cashless Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the
Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant
(or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form
attached hereto, in which event the Company will issue to Holder Shares in accordance with the following formula:


 




    	 



    	 



    

 


	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The
    number of Shares to be issued to Holder;
	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The
    fair market value of one Share; and
	 	B	=	The
    Exercise Price.


 


For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:


 


	 	(i)	if
    the Company’s common stock is traded on a national securities exchange, the OTCQB or OTCQX, the value shall be deemed
    to be the closing price on such exchange, the OTCQB or OTCQX, as the case may be, prior to the exercise form being submitted
    in connection with the exercise of the Purchase Warrant; or
	 	 	 
	 	(ii)	if
    the Company’s common stock is not then traded on a securities exchange, the OTCQB or OTCQX and if prices for the Company’s
    common stock are then reported on the “Pink Sheets” published by OTC Markets Group, Inc., the value shall be deemed
    to be the closing bid prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant so
    reported; provided, however, if there is no active public market, the value shall be the fair market value thereof, as determined
    in good faith by the Company’s Board of Directors.


 


2.3
Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless
such securities have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the
Act and applicable state law which, in the opinion of counsel to the Company, is available.”


 


2.4
Resale of Shares. Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation
Finance of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof,
stating that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under
the Act to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply
Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since
the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions
of Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted
securities unless the sale is made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions
contained in (a) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s
holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers
the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must
aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a
six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the
Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities
issued without registration to a service provider commences upon the completion of the services, which the Company agrees and
acknowledges shall be the closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer
solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities
surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event
that following a request by Holder to transfer the Shares in accordance with Compliance & Disclosure Interpretation 528.04
counsel for the Company reasonably concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied upon
as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance, or as a
result of judicial interpretations not known by the Company or its counsel on the date hereof (either, a “Registration Trigger
Event”), then the Company shall promptly, and in any event within five (5) business days following the request, provide
written notice to Holder of such determination. As a condition to giving such notice, the Company shall offer Holder a single
demand registration right pursuant to an agreement in form acceptable to the Holder; provided that notwithstanding anything to
the contrary, the obligations of the Company pursuant to this Section 2 shall terminate on the fifth anniversary of the Effective
Date. In the absence of such conclusion by counsel for the Company, the Company shall, upon request of Holder given no earlier
than six months after the final closing of the Offering, instruct its transfer agent to permit the transfer of such shares in
accordance with Compliance & Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall
be reasonably be requested by the Company to establish compliance with the conditions of Compliance & Disclosure Interpretation
528.04.


 




    	 



    	 



    

 


3.
Transfer.


 


3.1
General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that
such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty
(180) days following the Effective Date to anyone other than: (i) Dawson James Securities, Inc. (“Dawson”)
or a placement agent, underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of
Dawson or of any such placement agent or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b)
cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put
or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder,
except as provided for in FINRA Rule 5110(g)(2). After 180 days after the Effective Date, transfers to others may be made subject
to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver
to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment
of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this
Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like
tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder
or such portion of such number as shall be contemplated by any such assignment.


 


3.2
Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and
until: (i) if required by applicable law, the Company has received the opinion of counsel for the Company that the securities
may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws (the Company
hereby agrees that the opinion of Schiff Hardin LLP shall also be accepted in lieu of an opinion from Company counsel), or (ii)
a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities
has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been established.


 


4.
Reserved.


 


5.
New Purchase Warrants to be Issued.


 


5.1
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or
assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase
Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise
Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without
charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder
to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and
deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such
loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 




    	 



    	 



    

 


6.
Adjustments.


 


6.1
Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase
Warrant shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1
Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then,
on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in
outstanding Shares, and the Exercise Price shall be proportionately decreased.


 


6.1.2
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective
date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares,
and the Exercise Price shall be proportionately increased.


 


6.1.3
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
Shares other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in
the case of any share reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation
(other than a consolidation or share reconstruction or amalgamation or merger in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance
to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the
right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase
Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 6.1.1
or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this
Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations,
or consolidations, sales or other transfers.


 


6.1.4
Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to
this Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares
as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance
of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring
after the Commencement Date or the computation thereof.


 


6.2
Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation
or merger of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation
or merger which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation
or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that
the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration
of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other
securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number
of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share
reconstruction or amalgamation or merger, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which
shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply
to successive consolidations or share reconstructions or amalgamations or mergers.


 




    	 



    	 



    

 


6.3
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of
Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or
down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.


 


7.
Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely
for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights
as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants
and payment of the Exercise Price therefor (unless exercise via cashless exercise as provided herein), in accordance with the
terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall
use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject
to official notice of issuance) on all national securities exchanges (or, if applicable, quoted on the OTC Bulletin Board or any
successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.


 


8.
Certain Notice Requirements.


 


8.1
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote
or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever
as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise,
any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice
of such event at least ten (10) days prior to the date fixed as a record date or the date of closing the transfer books for the
determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record
date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver
to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that
such notice is given to the shareholders.


 


8.2
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more
of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them
to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than
out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company,
(ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor,
or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction
or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.


 


8.3
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price
Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and
accurate by the Company’s Chief Financial Officer.


 


8.4
Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in
writing and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service:
(i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or
(ii) if to the Company, to following address or to such other address as the Company may designate by notice to the Holders:


 




    	 



    	 



    

 


If
to the Holder:


 


Dawson
James Securities, Inc.


1
North Federal Highway – 5th Floor


Boca
Raton, FL 33432


Attention:
Chief Executive Officer


 


with
a copy (which shall not constitute notice) to:


 


Schiff
Hardin LLP


901
K Street, NW, Suite 700


Washington,
DC 20001


Attn:
Ralph V. De Martino, Esq.


Fax
No.: (202) 778-6460


 


If
to the Company:


 


Sigma
Labs, Inc.


3900
Paseo del Sol


Santa
Fe, New Mexico 87507


Attention:
Chief Executive Officer


 


9.
Miscellaneous.


 


9.1
Amendments. The Company and Dawson may from time to time supplement or amend this Purchase Warrant without the approval
of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective
or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder
that the Company and Dawson may deem necessary or desirable and that the Company and Dawson deem shall not adversely affect the
interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by (i) the Company
and (ii) the Holder(s) of Purchase Warrants then-exercisable for at least a majority of the Shares then-exercisable pursuant to
all then-outstanding Purchase Warrants.


 


9.2
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way
limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3.
Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or
in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter
hereof.


 


9.4
Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the
Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have
or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant
or any provisions herein contained.


 


9.5
Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The
Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase
Warrant shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process
or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder
agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable
attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.
The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the
Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 




    	 



    	 



    

 


9.6
Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant
shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase
Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this
Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant
shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement
of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to
be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees
that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Dawson enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged
for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 6th day of
April, 2020.


 


	Sigma
    Labs, Inc.	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 



    	 



    

 


[Form
to be used to exercise Purchase Warrant]


 


Date:
__________, 20___


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.001 per
share (the “Shares”), of Sigma Labs, Inc., a Nevada corporation (the “Company”), and hereby
makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares
as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase
Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for
______ Shares, as determined in accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The
    number of Shares to be issued to Holder;
	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The
    fair market value of one Share which is equal to $_____; and
	 	B	=	The
    Exercise Price which is equal to $______ per share


 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


Signature __________________________________


     


Signature
Guaranteed ________________________________


 




    	 



    	 



    

 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


	Name:	 	 
	 	(Print
    in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by
a firm having membership on a registered national securities exchange.


 




    	 



    	 



    

 


[Form
to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase shares of Common Stock, par
value $0.001 per share, of Sigma Labs, Inc., a Nevada corporation (the “Company”), evidenced by the Purchase
Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated: __________, 20__  


 



Signature _______________________________________


 



Signature
Guaranteed ____________________________________



 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or
by a firm having membership on a registered national securities exchange.