NONE OF THE SECURITIES TO WHICH THIS
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.  IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933
ACT.


 


SUBSCRIPTION AGREEMENT


 


1.            PURCHASE
AND SALE.


 


1.1          The undersigned
(the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from the Company the amount set forth on
the signature page hereto (the “Subscription Proceeds”), on the basis of the representations and warranties and subject
to the terms and conditions set forth herein, up to 1,000,000 units at a price of $.15 per Unit (the “Offering”), with
each “Unit” consisting of one share of Common Stock of the Company and a warrant (in the form annexed hereto) to purchase
two shares of Common Stock of the Company at a price of $.64 per share for a period of three years (such subscription and agreement
to purchase being the “Subscription”). Subject to the terms hereof, the Subscription will be effective upon its acceptance
by the Company. The Offering is not subject to any minimum aggregate subscription level.


 


2.            THE
TRANSACTION.


 


2.1          The Subscription Proceeds must
accompany this Subscription and shall be paid to the Company by wire transfer or by check of immediately available funds. The wiring
instructions are provided on the Acceptance page of this Subscription Agreement.


 


2.2           The
Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered
in connection herewith will be held on behalf of the Company.  In the event that this Subscription Agreement is not accepted
by the Company for whatever reason, which the Company expressly reserves the right to do, within 30 days of the delivery of an
executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds (without interest thereon)
and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as
set forth in this Subscription Agreement.


 


2.3           Where
the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free
loan to the Company until such time as the Subscription is accepted and the certificates representing the Units have been issued
to the Subscriber.


 


2.4           Closing
of the Offering (the “Closing”) shall occur on or before such date as may be determined by the Company (the “Closing
Date”).


 


2.5           The
Company may, at its discretion, elect to close the Offering in one or more closings, in which event the Company may agree with
one or more subscribers (including the Subscriber hereunder) to complete delivery of the securities underlying the Units to such
subscriber(s) against payment therefor at any time on or prior to the Closing Date.


 






    	 



    	 



    

 


3.          REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


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


 


3.1           Validity
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.


 


3.2           Valid
Issuance. The securities underlying the Units that are being sold to the Subscriber 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.


 


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


 


4.          REPRESENTATIONS
AND WARRANTIES OF THE SUBSCRIBER.


 


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


 


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


 


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


 


4.3           Receipt
of Restricted Securities. The Subscriber has been advised that the Units and securities underlying the Units have not been
registered under the Securities Act or any other applicable securities laws and that the Units 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 Subscriber’s representations as contained herein.


 


4.3.1           The
Subscriber acknowledges that the Units and the securities underlying the Units 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 Units and securities underlying the Units 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.


 


4.3.2           The
Subscriber is acquiring the Units 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.


 



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4.3.3           The
Subscriber understands and acknowledges that the securities underlying the Units will bear the following legend (or something similar):


 


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.


 


4.3.4           The
Subscriber acknowledges that an investment in the Units is not liquid and is transferable only under limited conditions. The Subscriber
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 Subscriber 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 securities underlying the
Units.


 


4.4           Subscriber
Status.  At the time the Subscriber was offered the Units, 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 Subscriber, 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 Units, and has so evaluated the merits and risks
of such investment.  The Subscriber is able to bear the economic risk of an investment in the Units and, at the present time,
is able to afford a complete loss of such investment.


 


4.5           Access
to Information; Independent Investigation. The Subscriber, in making the decision to purchase the Units, has relied upon independent
investigations made by his/her/its representative, and the Subscriber or his/her/its representative have, prior to any sale to
the Subscriber, 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 Subscriber or his/her/its representative has been
furnished with all materials relating to the business, finances, and operation of the Company and the Subscriber 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 Subscriber, no other representations or warranties
have been made by the Company, either orally or in writing.


 


4.6           Miscellaneous.


 


(a)          The Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible
loss of the investment;


 



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(b)          The entering
into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms
and provisions of any law applicable to, or, if applicable, the documents of, the Subscriber, or of any agreement, written or oral,
to which the Subscriber may be a party or by which the Subscriber is or may be bound;


 


(c)          The
Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the
Subscriber enforceable against the Subscriber in accordance with its terms;


 


(d)          The Subscriber
understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations
and agreements contained in this Subscription Agreement, and agrees that if any of such acknowledgements, representations and agreements
are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;


 


(e)          The
Subscriber is acquiring the Units pursuant to an exemption from the registration and prospectus requirements of applicable securities
legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use
most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that
would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;


 


(f)          The
Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant
to a contractual agreement or otherwise, in the distribution of the securities of the Company;


 


(g)          the Subscriber
has made an independent examination and investigation of an investment in the Units and the Company and has depended on the advice
of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's
decision to invest in the Units and the Company;


 


(h)          The
Subscriber


 


(i)          is
able to fend for him/her/itself in the Subscription;


 


(ii)         has
such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment
in the Units; and


 


(iii)        has
the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;


 


(i)          The
Subscriber understands and agrees not to engage in any hedging transactions involving any of the Units unless such transactions
are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and federal securities
laws;


 


(j)          No
person has made to the Subscriber any written or oral representations:


 


(i)          that
any person will resell or repurchase any of the securities underlying the Units;


 


(ii)         that
any person will refund the purchase price of any of the Units;


 



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(iii)        as
to the future price or value of any of the securities underlying the Units; or


 


(iv)        That
any of the securities underlying the Units will be listed and posted for trading on any stock exchange or automated dealer quotation
system or that application has been made to list and post any of the securities underlying the Units of the Company on any stock
exchange or automated dealer quotation system.


 


(k) The Subscriber has
acknowledged that the decision to purchase the Units was solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which
the Subscriber might be entitled in connection with the distribution of any of the securities underlying the Units.


 


5.            MISCELLANEOUS.


 


   5.1           Governing
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.


 


5.2           Successors
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.


 


5.3           Entire
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.


 


5.4           Severability.
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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5.5           Amendment
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 Subscriber. 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.


 


5.6           Notices.
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).


 


5.7           Faxes
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.


 


5.8           Titles
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.


 




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IN WITNESS WHEREOF
the Subscriber has duly executed this Subscription Agreement as of the date of acceptance by the Company.


 


	DELIVERY AND REGISTRATION INSTRUCTIONS	 
	 	 
	Delivery - please deliver the Share certificates to:	 
	 	 
	 	 
	 	 
	 	 




 


The undersigned hereby acknowledges that
he or she will deliver to the Company all such additional completed forms in respect of the Subscriber's purchase of the Units
as may be required for filing with the appropriate securities commissions and regulatory authorities.


 


	 	 
	(Name of Subscriber – Please type or print)	 
	 	 
	 	 
	(Signature and, if applicable, Office)	 
	 	 
	 	 
	(Address of Subscriber)	 
	 	 
	 	 
	(City, State, and Zip Code of Subscriber)	 
	 	 
	 	 
	(SS # or Tax ID # of Subscriber)	 
	 	 
	 	 
	(Fax Number and email address)	 


 


	Subscription Amount:	 	Dollar Amount: USD$_______________	 	# Units:____________________


 


ACCEPTANCE


 


The above-mentioned
Agreement in respect of the Units is hereby accepted by 3D Total Solutions, Inc.


 


DATED at ____________________________________, the ________day
of __________________, 2014.


 


	3D Total Solutions, Inc.	 
	 	 	 
	Per:	 	 
	 	 	 
	 	 	 
	 	James Endee – President	 
	 	Authorized Signatory	 


 



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