STOCK PURCHASE AGREEMENT


 


This Stock
Purchase Agreement (“Agreement”) is effective as of June 15, 2013, by and among, 3D Total Solutions Inc. (collectively
referred to as the “Company) and New Skyline Partners, LLC (the “Purchaser”).


 


It is agreed as follows:


 


1.PURCHASE
AND SALE OF SHARES. 


 


1.1Sale and Purchase
of Securities.In reliance upon the representations and warranties contained herein and subject to the terms and conditions
set forth herein, the Company shall sell to the Purchaser 2,000,000 shares of Common Stock of the Company with standard restrictive
legend (the “Shares”) for an aggregate purchase price of US$20,000 (the “Purchase Price”).


 


2.THE CLOSING.


 


2.1Date
and Time. Subject to all of the terms and conditions set forth in this Agreement being satisfied, the closing of the sale of
Shares contemplated by this Agreement (the “Closing”) shall take place at the Company’s offices. The Purchaser
shall deliver a check or wire transfer pursuant to the instructions to be provided by the Company, in the amount of the Purchase
Price.


 


3.REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


As a material inducement
to the Purchaser to enter into this Agreement and to acquire the Shares, the Company represents and warrants that the following
statements are true and correct in all material respects, except as expressly qualified or modified herein.


 


3.1Validity of
Transactions. This Agreement, and each document executed and delivered by the Company in connection with the transactions contemplated
by this Agreement, have been duly authorized, executed and delivered by the Company and is each the valid and legally binding obligation
of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization
and moratorium laws and other laws affecting enforcement of creditor’s rights generally and by general principles of equity.


 


3.2Valid Issuance
of Shares. The Shares that are being sold to the Purchaser hereunder are duly and validly issued, fully paid and nonassessable
and free of restrictions on transfer, other than restrictions on transfer under this Agreement and under applicable federal and
state securities laws, and will be free of all other liens and adverse claims.


 


3.3Securities
Law Compliance. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 4 of this
Agreement, the offer, sale and delivery of the Shares will constitute an exempted transaction under the Securities Act of 1933,
as amended and now in effect (“Securities Act”), and registration of the Shares under the Securities Act is not required.


 


4.REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER.


 


Each Purchaser hereby
represents, warrants, and covenants with the Company as follows:


 


4.1Legal Power.
The Purchaser has the requisite power to enter into this Agreement, to purchase the Shares hereunder, and to carry out and perform
its obligations under the terms of this Agreement.


  



    	 



    	 



    




 


4.2Due Execution.
This Agreement has been duly executed and delivered by Purchaser, and, upon due execution and delivery by the Company, this Agreement
will be a valid and binding agreement of the Purchaser.


 


4.3Receipt of
Restricted Securities. The Purchaser has been advised that the Shares have not been registered under the Securities Act or
any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(2) of the Securities
Act, and that the Company’s reliance upon Section 4(2) of the Securities Act is predicated in part on the Purchaser’s
representations as contained herein.


 


4.3.1The Purchaser
acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and are being
offered, and will be sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be sold as
“restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. The Shares may not be resold
in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the
opinion of the Company’s counsel, an applicable exemption from registration is available.


 


4.3.2The Purchaser
is acquiring the Shares for its own account, for investment purposes only and not with a view to, or for sale in connection with,
a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under
the Securities Act or any state securities laws.


 


4.3.3The Purchaser
understands and acknowledges that the Shares will bear the following legend:


 


THE SECURITIES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER
THE SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.


 


4.3.4The Purchaser
acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. The Purchaser acknowledges
that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act,
which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions and
that such Rule is not now available and, in the future, may not become available for resale of the Shares.


 


4.4Purchaser
Status.  At the time the Purchaser was offered the Shares, it was, and at the date hereof it is an “accredited investor”
as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.  The Purchaser, either alone or together
with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable
of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such
investment.  The Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able
to afford a complete loss of such investment.


 






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4.5Access to
Information; Independent Investigation. The Purchaser, in making the decision to purchase the Shares, has relied upon independent
investigations made by his/her/its representative, if any, and the Purchaser or his/her/its representative have, prior to any sale
to the Undersigned, been given access and the opportunity to ask questions of and to receive answers from, the Company or any person
acting on its behalf concerning the books and records of the Company, all material contracts and documents of the Company, and
the terms and conditions of the transactions contemplated by this Agreement. The Purchaser or his/her/its representative has been
furnished with all materials relating to the business, finances, and operation of the Company and the Purchaser or his/her/its
representative has received complete and satisfactory answers to any and all inquiries relating thereto. Other than as contained
herein, and the business plan of the Company as supplied by the Company to the Purchaser, no other representations or warranties
have been made by the Company.


 


5.MISCELLANEOUS.


 


5.1Governing Law;
Venue; Waiver of Jury Trial.  All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Connecticut, without
regard to the principles of conflicts of law thereof.  Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the County of Fairfield for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement),
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such
proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law.  The parties hereby waive all rights to a trial by jury.  If either
party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action
or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.





 


5.2Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.


 


5.3Entire Agreement.
This Agreement and the Exhibits hereto and thereto, and the other documents delivered pursuant hereto and thereto, constitute the
full and entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable or
bound to any other party in any manner by any representations, warranties, covenants, or agreements except as specifically set
forth herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties
hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided herein.


 


5.4Severability.
In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable, be modified
so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 






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5.5Amendment and
Waiver. Except as otherwise provided herein, any term of this Agreement may be amended, and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a
specified period of time or indefinitely), with the written consent of the Company and the Purchaser. Any amendment or waiver effected
in accordance with this Section shall be binding upon each future holder of any security purchased under this Agreement (including
securities into which such securities have been converted) and the Company.


 


5.6Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered
personally, or sent by telex or telecopier (with receipt confirmed), provided that a copy is mailed by registered mail, return
receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service
(receipt requested).


 


5.7Faxes and Counterparts.
This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart of the Agreement or any exhibit
attached hereto by facsimile transmission shall be equally as effective as delivery of an executed hard copy of the same. Any party
delivering an executed counterpart of this Agreement or any exhibit attached hereto by facsimile transmission shall also deliver
an executed hard copy of the same, but the failure by such party to deliver such executed hard copy shall not affect the validity,
enforceability or binding nature effect of this Agreement or such exhibit.


 


5.8Titles and
Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.


 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first set forth above.


  


 


	3D TOTAL SOLUTIONS INC.
	
         

         

         

        _________________________________________

        By: Richard Epstein

        Title:
        CEO



  


 





	NEW SKYLINE PARTNERS, LLC	 
	 	 	 
	 	 	 
	By	 	 
		Glenn LaFaye, Managing Member	 
	 	 	 
	Address:	 	 
	 	 	 
	Tax ID	 	 







 






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