THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR
ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.


 


WARRANT TO PURCHASE


 


SHARES OF COMMON STOCK


 


OF


 


3D TOTAL SOLUTIONS INC.


Expires: _____________________


 


Number of Shares: _________


 


Date of Issuance: ____________________


 


FOR VALUE RECEIVED,
the undersigned, 3D Total Solutions Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”),
hereby certifies that _________________________(“Holder”) is entitled
to subscribe for and purchase, during the Term (as hereinafter defined), up to _______________________________________
(________) shares (subject to adjustment as hereinafter provided) of the duly authorized,
validly issued, fully paid and non-assessable Common Stock of the Issuer, par value $0.0001 per share (the “Common Stock”),
at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms
and conditions hereinafter set forth. Capitalized terms used herein and not otherwise defined shall have the meanings set forth
in Section 8 hereof.


 


1.          Term.
The term of this Warrant shall commence on _________________, 2013 and shall expire
at 6:00 p.m., Eastern Time, on ________________, 201— (such period being the
“Term”).


 


2.          Method
of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.


 


(a)        Time
of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part during the Term beginning
on the date of issuance hereof.


 




    	-1-



    	 



    

 


(b)          Method
of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the exercise
form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Issuer of an amount of consideration
therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock
with respect to which this Warrant is then being exercised, payable at such Holder’s election by certified or official bank
check or by wire transfer to an account designated by the Issuer.


 


(c)          Issuance
of Stock Certificates. In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions
hereof, certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise and delivered to the
Holder hereof within a reasonable time, not exceeding three (3) business days after such exercise (the “Delivery Date”).
The Holder shall deliver this original Warrant, or an indemnification undertaking with respect to such Warrant in the case of its
loss, theft or destruction, at such time that this Warrant is fully exercised. With respect to partial exercises of this Warrant,
the Issuer shall keep written records for the Holder of the number of shares of Warrant Stock exercised as of each date of exercise.


 


(d)          Transferability
of Warrant. Subject to Section 2(f) hereof, this Warrant may be transferred by a Holder, in whole or in part. If transferred
pursuant to this paragraph, this Warrant may be transferred on the books of the Issuer by the Holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant at the principal office of the Issuer, properly endorsed (by the Holder executing
an assignment in the form attached hereto) and upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer. This Warrant is exchangeable at the principal office of the Issuer for Warrants to purchase the same aggregate
number of shares of Warrant Stock, each new Warrant to represent the right to purchase such number of shares of Warrant Stock as
the Holder hereof shall designate at the time of such exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the number of shares of Warrant Stock issuable pursuant
thereto.


 


(e)          Continuing
Rights of Holder. The Issuer will, at the time of or at any time after each exercise of this Warrant, upon the request of the
Holder hereof, acknowledge in writing the extent, if any, of its continuing obligation to afford to such Holder all rights to which
such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided that
if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to
afford such rights to such Holder.


 


(f)          Compliance
with Securities Laws.


 


(i)          The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon
exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be
issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the
Securities Act and any applicable state securities laws.


 




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(ii)         Except
as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Warrant Stock issued upon exercise
hereof shall be stamped or imprinted with legends in substantially the following form:


 


THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.


 


(iii)        The
Issuer agrees to reissue this Warrant or certificates representing any of the Warrant Stock, without the legend set forth above
if at such time, prior to making any transfer of any such securities, the Holder shall give written notice to the Issuer describing
the manner and terms of such transfer. Such proposed transfer will not be effected until: (a) either (i) the Issuer has received
an opinion of counsel reasonably satisfactory to the Issuer, to the effect that the registration of such securities under the Securities
Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering
such proposed disposition has been filed by the Issuer with the Securities and Exchange Commission and has become effective under
the Securities Act, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer that such registration and
qualification under the Securities Act and state securities laws are not required, or (iv) the Holder provides the Issuer with
reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer
has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that registration or qualification under
the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii)
compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect
thereto. The Issuer will respond to any such notice from a holder within three (3) business days. In the case of any proposed transfer
under this Section 2(f), the Issuer will use reasonable efforts to comply with any such applicable state securities or “blue
sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified,
(y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject,
or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable
to the Issuer. The restrictions on transfer contained in this Section 2(f) shall be in addition to, and not by way of limitation
of, any other restrictions on transfer contained in any other section of this Warrant. Whenever a certificate representing the
Warrant Stock is required to be issued to the Holder without a legend, in lieu of delivering physical certificates representing
the Warrant Stock, the Issuer shall cause its transfer agent to electronically transmit the Warrant Stock to the Holder by crediting
the account of the Holder’s Prime Broker with DTC through its DWAC system (to the extent not inconsistent with any provisions
of this Warrant).


 




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(g)         Accredited
Investor Status. In no event may the Holder exercise this Warrant in whole or in part unless the Holder is an “accredited
investor” as defined in Regulation D under the Securities Act, at the time of exercise.


 


3.           Stock
Fully Paid; Reservation and Listing of Shares; Covenants.


 


(a)          Stock
Fully Paid. The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon
the exercise of this Warrant or otherwise hereunder will, when issued in accordance with the terms of this Warrant, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by or through the Issuer. The
Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times
have authorized and reserved for the purpose of the issuance upon exercise of this Warrant a number of authorized but unissued
shares of Common Stock equal to at least one hundred percent (100%) of the number of shares of Common Stock issuable upon exercise
of this Warrant without regard to any limitations on exercise.


 


(b)          Reservation.
If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any Governmental Authority under any federal or state law before such shares may be
so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares
to be duly registered or qualified.


 


(c)          Loss,
Theft, Destruction of Warrants. Upon receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft,
destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or
security satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the
Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing
the right to purchase the same number of shares of Common Stock.


 


(d)          Payment
of Taxes. The Issuer will pay any documentary stamp taxes attributable to the initial issuance of the Warrant Stock issuable
upon exercise of this Warrant; provided, however, that the holder shall be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issuance or delivery of any certificates representing Warrant Stock in
a name other than that of the Holder in respect to which such shares are issued.


 


4.          Intentionally
Omitted.


 




    	-4-



    	 



    

 


5.          Adjustment
of Warrant Price and Number of Shares Issuable Upon Exercise. The Warrant Price and the number of shares of Warrant Stock that
may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 5.
Upon each adjustment of the Warrant Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Warrant
Price resulting from such adjustment, the number of shares of Common Stock obtained by multiplying the Warrant Price in effect
immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment,
and dividing the product thereof by the Warrant Price resulting from such adjustment.


 


(a)          Adjustment
Due to Dividends, Stock Splits, Etc. If, at any time on or after the Original Issuance Date, the number of outstanding shares
of Common Stock is increased by a (i) dividend payable in any kind of shares of capital stock of the Corporation, (ii) stock split,
(iii) combination, (iv) reclassification or (v) other similar event, the Warrant Price shall be proportionately reduced by multiplication
by a fraction of which the numerator shall be the number of outstanding shares of Common Stock immediately before such event and
of which the denominator shall be the number of outstanding shares of Common Stock immediately after such event, or if the number
of outstanding shares of Common Stock is decreased by a reverse stock split, combination or reclassification of shares, or other
similar event, the Warrant Price shall be proportionately increased by multiplication by a fraction of which the numerator shall
be the number of outstanding shares of Common Stock immediately before such event and of which the denominator shall be the number
of outstanding shares of Common Stock immediately after such event. In such event, the Issuer shall notify the Corporation's Transfer
Agent of such change on or before the effective date thereof.


 


(b)          Adjustment
Due to Merger, Consolidation, Etc. If, at any time after the Original Issuance Date, there shall be (i) any reclassification
or change of the outstanding shares of Common Stock, (ii) any consolidation or merger of the Corporation with any other entity
(other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged), (iii)
any sale or transfer of all or substantially all of the assets of the Corporation, (iv) any share exchange or tender offer pursuant
to which all of the outstanding shares of Common Stock are effectively converted into other securities or property; or (v) any
distribution of the Corporation’s assets to holders of the Common Stock as a liquidation or partial liquidation dividend
or by way of return of capital (each of (i) - (v) above being a “Corporate Change”), then the Holder shall have
the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it
would have been entitled to receive upon the occurrence of such Corporate Change if it had been, immediately prior to such Corporate
Change, the holder of the number of shares of Warrant Stock then issuable upon exercise in full of this Warrant, and in any such
case, appropriate provisions (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the rights
and interests of the Holder to the end that the economic value of the Warrant Stock is in no way diminished by such Corporate Change
and that the provisions hereof including, without limitation, in the case of any such consolidation, merger or sale in which the
successor entity or purchasing entity is not the Issuer, an immediate adjustment of the Warrant Price so that the Warrant Price
immediately after the Corporate Change reflects the same relative value as compared to the value of the surviving entity’s
common stock that existed immediately prior to such Corporate Change and the value of the Common Stock immediately prior to such
Corporate Change. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Corporate
Change, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following
such Corporate Change.


 




    	-5-



    	 



    

 


(c)        Other
Adjustments. If the Issuer takes any action affecting the Common Stock after the date hereof that would be covered by this
Section 5, but for the manner in which such action is taken or structured, and such action would in any way diminish the value
of the Warrant or Warrant Stock, then the Warrant Price shall be adjusted in such manner as the Board shall in good faith determine
to be equitable under the circumstances.


 


6.         Notice
of Adjustments. Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant to Section 5 hereof (for purposes
of this Section 6 each an “adjustment”), the Issuer shall cause its Chief Financial Officer to prepare and execute
a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method
by which such adjustment was calculated (including a description of the basis on which the Board made any determination hereunder),
and the Warrant Price and Warrant Share Number after giving effect to such adjustment, and shall cause copies of such certificate
to be delivered to the Holder of this Warrant promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at the option of the Holder of this Warrant be submitted
to a national or regional accounting firm reasonably acceptable to the Issuer and the Holder, provided that the Issuer shall
have ten (10) days after receipt of notice from such Holder of its selection of such firm to object thereto, in which case such
Holder shall select another such firm and the Issuer shall have no such right of objection. The firm selected by the Holder of
this Warrant as provided in the preceding sentence shall be instructed to deliver a written opinion as to such matters to the Issuer
and such Holder within thirty (30) days after submission to it of such dispute. Such opinion shall be final and binding on the
parties hereto. The costs and expenses of the initial accounting firm shall be paid equally by the Issuer and the Holder and, in
the case of an objection by the Issuer, the costs and expenses of the subsequent accounting firm shall be paid in full by the Issuer.


 


7.         Fractional
Shares. No fractional shares of Warrant Stock will be issued in connection with any exercise hereof, but in lieu of such fractional
shares, the Issuer shall round the number of shares to be issued upon exercise up to the nearest whole number of shares.


 


8.         Definitions.
For the purposes of this Warrant, the following terms have the following meanings:


 


“Board”
shall mean the Board of Directors of the Issuer.


 


“Capital
Stock” means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however
designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests
(whether general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company
interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type.


 




    	-6-



    	 



    

 


“Common
Stock” means the Common Stock, $0.0001 par value per share, of the Issuer and any other Capital Stock into which such
stock may hereafter be changed.


 


“Governmental
Authority” means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission,
board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign.


 


“Holders”
mean the Persons who shall from time to time own any Warrant. The term “Holder” means one of the Holders.


 


“Issuer”
means 3D Total Solutions Inc., a Delaware corporation, and its successors.


 


“Original
Issue Date” means ________________________________, 2013.


 


“OTC Bulletin
Board” means the over-the-counter electronic bulletin board.


 


“Person”
means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization,
joint venture, Governmental Authority or other entity of whatever nature.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute then in effect.


 


“Term”
has the meaning specified in Section 1 hereof.


 


“Warrants”
means the Warrants issued pursuant to this Warrant, without limitation, and any other warrants of like tenor issued in substitution
or exchange for any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any of such other Warrants.


 


“Warrant
Price” initially means $——, as such price may be adjusted from time to time as shall result from the adjustments
specified in this Warrant, including Section 5 hereto.


 


“Warrant
Share Number” means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon
exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made
under the terms hereof.


 


“Warrant
Stock” means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant
or Warrants.


 




    	-7-



    	 



    

 


9.          Amendment
and Waiver. Any term, covenant, agreement or condition in this Warrant may be amended, or compliance therewith may be waived
(either generally or in a particular instance and either retroactively or prospectively), by a written instrument or written instruments
executed by the Issuer and the Holder; provided, however, that no such amendment or waiver shall reduce the Warrant
Share Number, increase the Warrant Price, shorten the period during which this Warrant may be exercised or modify any provision
of this Section 10 without the consent of the Holder of this Warrant. No consideration shall be offered or paid to any person to
amend or consent to a waiver or modification of any provision of this Warrant unless the same consideration is also offered to
all holders of the Warrants.


 


10.         Governing
Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Connecticut,
without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of
another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant
to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the
state or federal courts located in Fairfield County, Connecticut, and the parties irrevocably waive any right to raise forum
non conveniens or any other argument that Connecticut is not the proper venue. The Issuer and the Holder irrevocably consent
to personal jurisdiction in the state and federal courts of the State of Connecticut. The Issuer and the Holder consent to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices
to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law. The Issuer agrees
to pay all costs and expenses of enforcement of this Warrant, including, without limitation, reasonable attorneys’ fees and
expenses. The parties hereby waive all rights to a trial by jury.


 


11.         Notices.
All notices, requests, consents or other communications required or permitted hereunder shall be in writing and shall be hand delivered
or mailed first class postage prepaid, registered or certified mail, to the following address:


 


In the case of the Issuer:


 


3D Total Solutions Inc.


c/o its CEO & CFO


75 Danbury Road


Ridgefield, Connecticut 06877


 


In the case of the Holder:


 


___________________________


___________________________


___________________________


 




    	-8-



    	 



    

 


Such notices and
other communications shall, for all purposes of this Agreement, be treated as being effective upon being delivered personally or,
if sent by mail, five days after the same has been deposited in a regularly maintained receptacle for the deposit of United States
mail, addressed as set forth above, and postage prepaid. Any party hereto may from time to time change its address for notices
by giving written notice of such changed address to the other party hereto.


 


12.         Remedies.
The Issuer stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default
by the Issuer in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that,
to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.


 


13.         Successors
and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors
and assigns of the Issuer, the Holder hereof and (to the extent provided herein) the Holders of Warrant Stock issued pursuant hereto,
and shall be enforceable by any such Holder or Holder of Warrant Stock.


 


14         Modification
and Severability. If, in any action before any court or agency legally empowered to enforce any provision contained herein,
any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make
it enforceable by such court or agency. If any such provision is not enforceable as set forth in the preceding sentence, the unenforceability
of such provision shall not affect the other provisions of this Warrant, but this Warrant shall be construed as if such unenforceable
provision had never been contained herein.


 


15.         Headings.
The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.


 


IN WITNESS WHEREOF,
the Issuer has executed this Warrant as of the day and year first above written.


 


	 	3D TOTAL SOLUTIONS INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:   Chief Executive Officer


 




    	-9-



    	 



    

 


APPENDIX A


 


WARRANT EXERCISE FORM


 


3D TOTAL SOLUTIONS INC.


 


The undersigned _______________, pursuant
to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock, par value $0.0001 per share, of
3D Total Solutions Inc. covered by the within Warrant.


 


	Dated: _________________	Signature	___________________________
	 	 	 
	 	Address	_____________________
	 	 	_____________________


 


Number of shares of Common Stock beneficially
owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________


 


The undersigned is an “accredited investor” as defined
in Regulation D under the Securities Act of 1933, as amended.


 


The Holder shall pay the sum of $______________
by certified or official bank check (or via wire transfer) to the Issuer in accordance with the terms of the Warrant.


 




    	-10-



    	 



    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, _________________ hereby
sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute
and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation.


 


	Dated: _________________	Signature	___________________________
	 	 	 
	 	Address	_____________________
	 	 	_____________________


 


PARTIAL ASSIGNMENT


 


FOR VALUE RECEIVED, _________________ hereby
sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within
Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.


 


	Dated: _________________	Signature	___________________________
	 	 	 
	 	Address	_____________________
	 	 	_____________________


 


FOR USE BY THE ISSUER ONLY:


 


This Warrant No. W-___ canceled (or transferred
or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant
No. W-_____ issued for ____ shares of Common Stock in the name of _______________.


 






    	-11-