DPSM 3D Pioneer Systems Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 24, 2014

3D Pioneer Systems, Inc.

(Exact name of Registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

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On July 31, 2014, the Company borrowed $100,000 from Deltoid Holdings Ltd. pursuant to the terms of a letter loan agreement, promissory note and pledge of shares agreement. The loan accrues interest at 5% annually and is due for repayment on October 28, 2014. The loan obligation is secured by the equity of the Company's subsidiary 3D Pioneer Systems Malta (Holdings) Ltd. Copies of the letter loan agreement, promissory note, and pledge of shares agreement are attached hereto as exhibit 10.2, 10.3 and 10.4, respectively.

On July 24, 2014, the Company and its sole officer Alexandros Tsingos amended a consulting agreement dated January 15, 2014 between the parties, pursuant to which Mr. Tsingos is compensated for his officer services, to amend certain terms that constituted an event of termination for cause and to add a severance of $120,000 in the case of termination without cause. Such amendment is attached hereto as exhibit 10.5.

On July 16, 2014, the Company memorialized its prior loans to its subsidiary 3D Pioneer Systems Malta I Ltd. by the parties entering into an intercompany loan agreement. The loan is for the aggregate of $297,290, which represents amounts paid by the Company for its subsidiary from February through June 2014 for expenses. The loan accrues no interest, is due upon demand, and accelerates upon certain conditions. A copy of the intercompany loan agreement is attached hereto as exhibit 10.6.

 

(d) Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 4, 2014

LICENSING AND COLLABORATION AGREEMENT

This Agreement is made and entered into between :

 

A.  Mr Anastasios Kotsiras, a Greek citizen, residing in Greece, who shall be referred to, in this Agreement, as "Licensor".

 

B. 3d Pioneer Systems, Inc. a company registered under the laws of Nevada, United States with registration number E0265902008-9 and having its registered office address at 4100 Neil Road, Suite 500, Reno, Nevada 89511, United States which shall be referred to, in this Agreement as "the Licensee".

THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows:

PREAMBLE

The Licensor has created a 3d animated series of 20 episodes, titled "Save your Planet" ("The Series"). The Series presents and explains the world's pressing ecological problems, in order to raise ecological awareness of children.

The Licensor is the sole owner and right holder of all and any IPRs upon the Series and upon all technology, designs, logos, animations and materials related to the Series, excluding any music works incorporated within the Series .

The Licensee is interested in obtaining a non-sublinceable, royalty-bearing license authorizing the use of the Licensed Property and related IPRs, as defined below, in order to develop, market, distribute and sell Video Game(s) ("Derivative Products" or "Licensed Products") which shall be based upon the Series.

Licensor and Licensee have express the interest and agree to add Licenees' idea and IP with the title How Things Work or under any other similar title as part of the Video Games.

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ARTICLE 1. DEFINITIONS

 

Wherever used throughout this Agreement, the following words and phrases shall have the following meanings:

 

(a) "License" shall mean the license of rights granted hereunder to Licensee by Licensor.

 

(b) "Licensed Property" shall mean 3d animations, illustrations, characters, names, action, sequences, story boards/story lines, themes, sound bites, titles, artwork, trademarks (registered or unregistered), trade names, names, logos and any other possible work or material associated with the aforementioned Series as created and developed by Licensor and as appearing in the videos of the Series, created by the Licensee. Licensed Property also includes all and any material and IP rights thereupon as they shall be developed by the Licensor according to the "Collaboration" process to be initiated between the contracting parties according to Article 2 of the present Agreement. It is mutually agreed that any music works incorporated within the Series and any IPR related to the said music works, are not included within the term "Licensed Property".

 

(c) "Work" shall mean all and any Copyrighted material included in the Licensed Property

 

(d) «Licensed Products" or "Derivative Products" shall mean a line of mobile/tablet/PC application video games to be distributed via google play, apple store, or any other distribution or retail shop channel.

 

(d) Licensee shall mean 3d Pioneer Systems, Inc. and all its successors and permitted assigns

 

(e) Licensor shall mean Mr Anastasios Kotsiras and all his successors and permitted assigns.

 

(f) Territory shall mean every country throughout in the World.

 

(g) Licensed Term shall mean the Term stipulated in Article 2.3 below.

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ARTICLE 2. COLLABORATION OF THE CONTRACTING PARTIES

The parties to this Agreement agree to collaborate for the production of the Licensed Products as follows:

 

2.1 Licensee's obligations:

 

The Licensee shall be responsible for the production of the Licensed Products (video games), bearing all and any costs and expenses of production, and undertakes the obligation to proceed to the effective and lawful production, promotion, advertising and sale of the Licensed Products, according to the terms and conditions of this Agreement.

 

The Licensee's obligations include but are not restricted to:

 

(a) Production of the Derivative Products

 

(b) Publishing of the Derivative Products

 

(c) Product Management of the Derivative Products

 

(d) Overseeing of the developing progress and budget, including public relations, schedule and budget maintenance, quality assurance, beta test management, localization, game timelines, roadmap and planning.

 

(e) Conclusion of contracts with any employees/contractors and any other third party needed in order to produce the Derivative Products (3d artist when needed, Game programmer- Software engineer who develop mobile game's codebase, Sound engineer, music, sounds effects and voiceovers)

 

(f) Game's testing (on multiple mobile/tablet platforms and mobile sets/tablets)

 

(g) Marketing research and strategy and implementation of promotion and advertising plan.

 

(h) Lawful acquisition of all necessary IP and licenses, including payment of mechanical rights, and/or performing rights to all and any collecting society (of authors and/or right-holders of neighbouring rights). When Collecting Societies do not exist, then Licensee shall pay any right-holder directly.

 

(i) Game monetization strategy and implementation.

 

(j) Contracts and agreements with 3rd parties.

 

(k) Advertisement

 

(l) Distribution

 

(m) Sales

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2.2 Licensor agrees to collaborate with Licensee in the Production of the Video-Games by providing Licensee with the following services/materials:

 

(a) Provision of materials related to the Licensed Property as necessary for the use and incorporation of Licensed Property elements in the production process (e.g. provision of copies of the Series, of the designs, of illustrations and logos, of technological parameters useful for the adaptation and programming process).

 

(b)  Design of the video-games' concept and storyboard design for each video game

 

(c) Design of 3d characters and background visual elements for each video game

 

(d) Design of Game level's background for each video game

 

(e) Creative consultation with respect to the creation, development and appearance of the Derivative Products.

The business goal of the parties' collaboration and IP license is the production of 10 Derivative Products (video games) per year. Each party shall make its best efforts in order for such a goal (as may, from time to time be modified by the parties) to be achieved.

2.3 All Derivative Products shall be approved by Licensor and no such Product can be launched without prior approval of its form and content by the Licensor, which cannot be unreasonably withheld by the Licensor. Licensor has the right to ask for reasonable alterations in the form and content of the Derivative Products during all stages of its production and Licensor undertakes the obligation to provide all necessary information and materials (e.g. additional designs, translations, adaptation materials) during all production stages, in order for Licensor to be able to exercise his aforementioned rights. Licensor declares and warrants that the Derivative Products shall be compatible with the overall original concept of the Series and shall not deviate from qualitative standards pertaining to the quality of the Series and the Licensed Property.

 

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ARTICLE 2. GRANT OF LICENSE

2.1 Licensor hereby grants to Licensee and Licensee hereby accepts for the Term of this Agreement, a license to use the Licensed Property solely for the purpose of or in connection with the development, manufacture, distribution and sale of Video Games (Derivative Products) solely for retail sale and on-line distribution, throughout the Territory;

 

The license hereby granted by the Licensor to the Licensee is extended to the following rights, granted to the Licensee solely for the purposes/uses described above (development, manufacture, distribution and sale of Video Games) and more specifically:

 

a) the fixation and direct or indirect, temporary or permanent reproduction of the Works, by any means and in any form, in whole or in part

 

 

c) the arrangement, adaptation or other alteration of the Works,

 

d) the distribution to the public of the Works, in any form by sale or otherwise

 

e) the rental or public lending concerning the original or copies of the Works,

 

f) the broadcasting or rebroadcasting of small extracts of the Works, to the public by radio and television, only for advertising reasons related to the Derivative Products,

 

g) the communication to the public of the works, by wire or wireless means or by any other means, including the making available to the public of the works, in such a way that members of the public may access these works from a place and at a time individually chosen by them.

2.2 Without prejudice to article 2.4 below, the License granted herein is an exclusive license with respect to the Licensed Products (excluding any and all industrial property rights, which are granted on a non-exclusive basis), in the Territory during the Term, in the sense that Licensor cannot and shall not grant any License to any other natural person or legal entity for the specific purposes set out in this Agreement (development, manufacture, distribution and sale of Video Games). Licensor reserves every right to exploit the Licensed Property and all IPRs thereupon, for all and any other purposes/ways/means than these set out in this agreement, whether commercial or not.

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2.3 The term of this Agreement ("Term") shall be for a period of five (5) years, commencing on August 1^st 2014 and expiring on August 1^st 2019, unless earlier terminated in accordance with the provisions of this Agreement. Both parts can renew this agreement for additional 5 years.

2.4 Licensor's Industrial Property rights: The present license as regards to any industrial property rights related to the Series (e.g. trademarks, names, logos, designs, etc), is an exclusive one but only for the production of video games as is set for the purposes of the current agreement. Licensee further understands and agrees that no rights are granted to use any of the other trademark(s), logo(s) or copyrights owned by Licensor other than those specifically set forth above in the Licensed Property, it being understood that all rights in and to said IPRs are reserved exclusively to Licensor for its own use and/or licensing to third parties. Nevertheless, the Licensor, undertakes the obligation not to license the aforementioned industrial rights to any third person for the purpose of development, manufacture, distribution and sale of Video Games.

 

Licensee shall utilize the name, marks, trademarks and logo artwork provided by Licensor for inclusion on the Licensed Products, in such manner as Licensor shall designate. Trademarks, names, logos, and any industrial property rights in general developed by Licensor and connected to the Licensed Property, is and shall be Licensor's sole Property. All relative filings and registrations may be made solely by Licensor at his discretion.

 

The Name & Logo of the Video Games may be changed or replaced with the mutual agreement of both parties from time to time during the Term hereof.

 

All possible new (non existing as part of the Licensed property as is at the date of signing of this Agreement) or future trademarks associated with the Derivative Products per se, shall be jointly owned (50% ownership for each party) by the contracting parties. Filing and registration of such trademarks shall be made jointly by the contracting parties. Licensee has the right to use the portion (Licensor's 50%) of the said trademarks owned by Licensor, for the uses set forth in this Agreement, under the terms and conditions of this Agreement. Licensee has all the rights reserved on his portion (Licensee's 50%).  Licensee has the right for filing and register as its own IP property as patents, trademarks, copyrights or other intellectual property rights which are related to Licensee's own separate contribution in the production of the Derivative Products.

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3. Consideration

 

In full consideration for the rights, licenses and privileges granted to Licensee hereunder, Licensee shall pay to Licensor the following royalty payments:

 

3.1 Royalties. Licensee shall pay to Licensor a royalty equal to 50 percent (50 %) of the Net Sales (as hereinafter defined) of all Licensed Products by Licensee, its affiliates, subsidiaries and/or distributors. The term "Net Sales" shall mean all monies billed or billable by Licensee, from the exercise of its rights to distribute, advertise, marketing and sell Licensed Products in the Territory before any allowances or discounts which have been deducted from the normal selling price, and any other payment charges whatsoever, less the following items only:

 

(a) any sales, excise or value added taxes, which are separately stated, and which are required to be collected from customers as part of Net Sales, and which are payable to taxing authorities;

 

(b) quantity discounts;

 

No deduction shall be made for any bad debts, or any reserves therefore, any manufacturing costs, any payments to collecting societies, importing costs, selling costs, advertising costs, real estate taxes, business license taxes, net income taxes, franchise taxes, withholding taxes or any other taxes not billed as part of Net Sales. Licensee will pay all relative taxes, customs, duties, assessments, excise etc.

3.3. Bonus. 3D Pioneer shall issue and allot  to Licensor 75,000 shares of its common stock for each $1,000,0000 USD in net profits derived from the sale or lease of the Products.

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3.4 Reporting and date of Payment.

 

Royalties shall be payable in a period of 15 days concurrently after every monthly detailed Royalty reports, which Licensee is obliged to provide to Licensor on the last day of each calendar month. In the event Licensee fails to do so, Licensor shall have the right to terminate this Agreement, in accordance with the provisions of Article………………………… herein, without prejudice to any compensation rights of Licensor. Royalties payments date can possible change only if the distribution channel clearing accounts method (as google play, apple store etc.) is in a different time frame. In that case and from time to time during

The receipt or acceptance by Licensor of any of the Royalty Reports furnished pursuant to this Agreement or of any payments made hereunder (or the receipt of any wires paid hereunder) shall not preclude Licensor from questioning its accuracy and in the event that any inconsistencies or mistakes are discovered in such Royalty Reports or payments.

3.5 Records.  Licensee shall maintain (or make available at such address upon Licensor's request) at its expense, detailed, accurate, full and complete records and books of account covering all transactions by it relating to this Agreement, and Licensor and its duly authorized representatives shall have the right, during normal business hours, and no later than thirty (30) days from written notice, to examine and/or audit such records and books of account and all other documents and materials in the possession or under the control of Licensee relating or pertaining to the subject matter or provisions of this Agreement and to make copies and/or extracts there from for purposes of the audit only.  

4. Reservation of Rights  and other IP related obligations of Licensee and Licensor

4.1 Licensor reserves all rights not expressly conveyed to Licensee hereunder, and Licensor may

grant licenses to others to use the Licensed Property, artwork and textual matter in connection with other uses, services and products without limitation, except video games and as is set forth in the current agreement.

4.2 Notwithstanding anything to the contrary stated herein, Licensor, for itself and its affiliates,

specifically reserves the right, without limitation throughout the world, to use, or license any third party to use the Licensed Property for the marketing, promotion, manufacture, distribution and sale of products other than the Licensed Products, including (but not reserved to) without limitation for sale through any catalogue(s) produced or distributed by or on behalf of Licensor or its affiliates, or for sale or distribution in any theaters or for sale or distribution in connection with any home video product, including DVD or other formats etc.

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4.3 Representations of Ownership, etc.  Licensee shall not in any manner represent that it has any ownership in the Licensed Property, or in any trademarks or copyrights included in the Licensed Property (or registrations) or associated with the property, but may, only during the Term of this license, represent that it is a "licensee" or "official licensee" hereunder.  

 

Licensee shall not register or attempt to register any copyright or trademark in the Licensed Property or associated with the Licensed Property, in its own name or that of any third party, nor shall it assist any third party in doing so, unless are patents, trademarks, copyrights or other intellectual property rights which are related to Licensee's own separate contribution in the production of the Derivative Products.

Furthermore, all new (non existing as part of the Licensed property, as is at the date of signing of this agreement) or future trademarks associated with the Derivative Products per se, shall be jointly owned (50% ownership for each party) by the contracting parties. Filing and registration of such trademarks shall be made jointly by the contracting parties. Licensee has the right to use the portion (Licensor's 50%) of the said trademarks owned by Licensor, for the uses set forth in this Agreement, under the terms and conditions of this Agreement. Licensee has all the rights reserved on his 50% portion.

4.4.  Licensee agrees that nothing contained in this Agreement shall give or assign Licensee or any other person or entity any right, title or interest in the Licensed Property, or in any properties owned by Licensor which are not licensed hereunder, except the right to use the Licensed Property specifically in accordance with the provisions of this Agreement;

Licensee shall remain the owner of all Licensee's patents, trademarks, copyrights or other intellectual property rights which are related to Licensee's own separate contribution in the production of the Derivative Products. Licensee is allowed to use in any way and/or by any means any IPR created by him based on the Licensed Property, without Licensor's prior written consent.

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4.5   The name of the Licensor shall appear/credited in the Video Games in a distinct way so as to indicate that Licensor is the "creator" of the concept, story line, design, characters etc. of the Video Games. In any way Licensee shall always ask for Licensor's prior written approval of any and all credits incorporated within the Licensed Products.

ARTICLE 5 - TERMINATION

5.1 Termination and expiration of the contract.

Either party may terminate the Agreement upon material breach of the other party, with 30 days written notice to cure, including failure to perform obligations of the collaboration.

5.2 Effect of Termination.

5.2.1 Reversion of Right.  Promptly upon the expiration or termination of this license for any cause whatsoever, all the rights granted to Licensee hereunder shall cease and revert to Licensor, who shall be free to license others to use any or all of the rights granted herein effective on and after such date of expiration or termination.  In addition, upon and after such expiration or termination of this license for whatever reasons, Licensee will, forthwith refrain from further use of the Licensed Property or Licensor's name, or any further reference to any of them, direct or indirect, or of anything deemed by Licensor to be similar to the Property.

5.2.2 3D Pioneer IP. Upon termination Licensee remain the owner of all Licensee's patents, trademarks, copyrights or other intellectual property rights which are related to Licensee's own separate contribution in the production of the Derivative Products. Licensee is allowed to use in any way and/or by any means any IPR created by him based on the Licensed Property, without Licensor's prior written consent.

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5.2.3 Return of Materials.  Upon termination or expiration of this Agreement for any reason whatsoever, Licensee shall return to Licensor all materials related to the Licensed Property or, at Licensee's option, furnish to Licensor an affidavit attesting to the destruction of said Property, and all adaptations, compilations, modifications, translations and versions thereof, including but not limited to all reproductions and all artwork specially produced for Licensee by Licensor or others, and have not been paid by Licensee.

5.2.4 Use of already produced Video Games. Upon the termination of this Agreement Licensee has the right to continue distribute, advertise, marketing and sale the already produced Video Games by both parties collaboration and should keep compensate the Licensor accordance with the provisions of Article 3.  In that case the provision of Article 3 paragraph 3.3 is ceased and Licensee is release of the obligation of the bonus.

5.2.5 No Release.  The termination or expiration of this license shall not release Licensee of any obligation to pay any monies that are owed or are owing to Licensor or arose out of any transaction prior to the date of termination or expiration.

6. INDEMNIFICATION

6.1 Indemnification of Licensor.  Licensee shall defend, indemnify and hold Licensor harmless of, from and against any charges, suits, actual damages, costs, expenses (including reasonable attorneys' fees), judgments, penalties, claims, liabilities or losses of any kind or nature whatsoever, which may be sustained or suffered by or secured against Licensor in connection with the Licensed Products, or based upon or arising out of any actual or alleged unauthorized use of any patent, trade secret, process, idea, method or device, or any copyright or trademark, other than under this license, or the distribution, promotion, sale or exploitation of the Licensed Products, any actual or alleged defect in the Licensed Products, including failure of said Licensed Products or their development, distribution, promotion, sale or exploitation to meet any applicable laws or standards.

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7. GENERAL

7.1 Integrity of Agreement.  This Agreement and the Service Agreement contain and embodies the entire Agreement and understanding of the parties concerning the subject matter hereof and supersedes any former documents or agreement between the parties. No warranties, representations, understandings, inducements, promises, guarantees, agreements or conditions, express or implied, not expressly contained herein, have been made or shall be enforceable by either party concerning the subject matter hereof or any relationship between the parties.  Nothing contained herein shall be deemed an express or implied warranty on the part of Licensor that efforts to gain copyright, trademark or service mark registration will be successful, or that the Property has or will in the future have any commercial value, and it is understood that no liability shall attach to Licensor for any failure to secure such registration, nor shall there be any modification hereof for such reason.

7.2 Relationship Between the Parties.  The relationship between the parties hereto is that of licensor and licensee, and this Agreement is not to be construed as creating a partnership, joint venture, master-servant, principal-agent, or other relationship for any purpose whatsoever.  Except as be expressly provided herein, neither party may be held liable for the acts either of omission or commission of the other party, and neither party is authorized to or has the power to obligate or bind the other party by contract, Agreement, warranty, representation or otherwise in any manner whatsoever.

7.3 Assignment or Sublicense.  This Agreement and the license rights granted hereunder are personal to Licensee and shall not in any manner whatsoever be assigned, sublicensed, hypothecated, mortgaged, divided or otherwise encumbered by Licensee to or with any other person or entity other than to Licensee's subsidiaries. Such assignment by Licensee shall not release Licensee from any of its obligations or liabilities hereunder.  This Agreement and the provisions hereof shall be binding at all times upon and inure to the benefit of the parties hereto, their successors and permitted assigns.  Any attempted assignment in violation of the provisions hereof shall be void ab initio and the assignee shall obtain no rights by reason thereof.

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7.6 Construction and Jurisdiction This Agreement shall be construed in accordance with the laws of Greece without recourse to the conflict of law principles of such jurisdiction. Any dispute arising out of the provisions of this Agreement, their construction, or the breach thereof, which cannot be settled amicably, shall be submitted to the exclusive jurisdiction of the Courts of the City of Athens, according to the Greek Laws.

The effective date of this agreement is August 1, 2014.

Licensor

/s/ Tassos Kotsiras

______________________________

Tassos Kotsiras

3D Pioneer Systems, Inc./ Licensee

 

/s/ Alexandros Tsingos

______________________________

Alexandros Tsingos

CEO

July 31, 2014

3D Pioneer Systems Inc. 22 Hanover Square London UK

W1S 1JP

Attention: Alexandros Tsingos

Deltoid Holdings Limited (the "Lender") wishes to present the following letter loan agreement (the "Letter Loan Agreement") for your acceptance regarding the financing of 3D Pioneer Systems Inc. ("3D"). The loan outlined herein will be available subject to the execution of this Letter Loan Agreement and satisfaction of the terms and conditions set out herein. All figures expressed herein are in American dollars.

We request that you acknowledge your acceptance of this Letter Loan Agreement on the last page of this agreement and return an original to the undersigned.

REPAYMENT:

The outstanding amount of the Loan and any and all accrued interest, charges and fees payable thereon, shall be due and payable in full on the earlier of: (a) the Maturity Date; and (b) acceleration of the Loan upon the occurrence of an Event of Default.

INTEREST

amount of the Loan outstanding at the rate of five percent (5%) per annum (the "Interest Rate"), calculated monthly in arrears and payable on the earliest of:

(i) the Maturity Date; (ii) repayment of the principal amount of the Loan

outstanding; or (iii) acceleration of the aggregate principal amount of the Loan outstanding upon the occurrence of an Event of Default. Interest on the aggregate principal amount of the Loan outstanding shall be payable before and after demand and before and after default, judgment and execution from the date thereof until payment in full of all amounts owing to the Lender hereunder have been paid.      The Borrower shall also pay to the Lender interest on any overdue and unpaid interest at the Interest Rate calculated monthly, payable on demand, from the date the interest is due until paid in full to the Lender.

DISBURSEMENT

the conditions precedent and other terms and conditions set forth herein (the "Disbursement Date")

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VOLUNTARY

any prepayment hereunder at least five (5) business days prior to such prepayment date, the Borrower shall have the right, at any time when no Event of Default has occurred, that has not been cured within prescribed cure periods, and is continuing, all or part of the then outstanding amounts owing under the Loan, without any fee or penalty, to permanently reduce the amount of the Loan outstanding.

All of such repayments shall be applied by the Lender to prepay, in reverse order of maturity, all interest payments due and owing, and all outstanding principal amounts owing under the Loan, in that order.

CONDITIONS PRECEDENT

and subject to, the satisfaction of the following conditions precedent which shall be for the sole benefit for the Lender, on or prior to the Disbursement Date

(and any of which may be waived by the Lender in its sole discretion):

1.

The Lender shall have received, each in form and substance satisfactory to the Lender and its counsel, the following:

2.

All security has been registered and/or is being held by the Lender, its

solicitors, or as otherwise directed by the Lender, limited to the Pledged Shares subject to the Pledge of Shares Agreements;

3.

No Event of Default hereunder has occurred and is continuing or would occur as a result of making an advance under the Loan.

SECURITY & OTHER

DOCUMENTATION: The Borrower, as applicable, shall provide, or cause the applicable party to provide the Lender with the following security and documentation (collectively the "Transaction Documents") on or prior to the Disbursement Date, in such form as is satisfactory to the Lender and its legal counsel and such security shall be registered or otherwise handled as deemed appropriate

by the Lender and its legal counsel:

1.

Letter Loan Agreement;

2.

Pledge of Shares Agreement; and

3.

Promissory Note.

POSITIVE

1.

duly and punctually pay to the Lender all amounts payable by it hereunder or under any of the Transaction Documents as and when the same shall become due;

2.

duly file, pay and discharge on a timely basis, before the same shall become delinquent, all taxes, assessments and governmental charges or levies

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imposed upon it or upon any property, income or profit of it and any and all governmental claims imposed upon it;

3.

preserve and maintain the Borrower's corporate existence, organization and status in each jurisdiction in which it carries on business or owns assets and make all corporation and other filings and registrations necessary in connection therewith;

4.

comply, and cause the Borrower's operations and its business to comply, in all material respects, with all applicable laws, regulations and orders, including, without limitation, all environmental laws, regulations and orders, and duly observe all valid requirements of any official body, including all laws, regulations, orders and requirements which could reasonably be expected to materially adversely affect its business (current or ongoing) generally, its property or their respective operations or condition, financial or otherwise;

5.

notify the Lender if any actions, suits, grievances or proceedings are threatened or are taken before or by any official body or by any elected or appointed public official or private person, which challenges the validity or propriety of the transactions contemplated under any of the Transaction Documents, or any of the documents, instruments and agreements executed or delivered in connection therewith or related thereto which could be reasonably anticipated to have a material adverse effect on it;

6.

provide to the Lender all such further and additional mortgages, charges and security interests that the Lender may reasonably require to effectively mortgage, charge and subject to a security interest the Pledged Shares and cooperate with the Lender to permit the Lender to forthwith register, file and record its security interest (or notices, financing statements or other registrations in respect thereof) in all proper offices where such registration, filing or recording may be reasonably necessary or advantageous to perfect or protect the security interest constituted by the Transaction Documents and ensure that the security interests granted by it to the Lender remain legal, valid, binding and enforceable, in accordance with its terms (subject to applicable laws affecting the rights of creditors generally and rules of equity of general application); and

7.

advise the Lender forthwith upon becoming aware of the occurrence of an Event of Default hereunder.

NEGATIVE

and conditions of this Letter Loan Agreement, the Borrower shall not, without the prior written consent of the Lender:

1.

enter into any transaction (whether by way of reconstruction, reorganization, arrangement, consolidation, amalgamation, merger, joint venture, transfer, sale, lease, liquidation, wind-up, dissolution or otherwise) whereby any material part of the Borrower's undertaking, property and assets would become the property of any other person (subject to negotiated exceptions to facilitate internal reorganizations);

2.

sell, exchange, lease, assign, transfer, convey, release or otherwise dispose of, any assets of the Borrower to any person or modify the terms of any of

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the leases, other than any bona fide sales, exchanges, leases, licenses, releases, abandonments or other dispositions or modifications by the Borrower in the ordinary course of business and for the purpose of carrying on the same;

3.

do or permit anything to adversely affect the ranking or validity of the Lender's security interests granted pursuant to the Transaction Documents;

4.

permit the location of the Borrower's chief executive office to be moved to another jurisdiction without providing the Lender with prior written notice thereof and promptly taking other steps, if any, as the Lender may, in its discretion, reasonably request to permit the Lender to maintain the perfection of its security interests with respect to the change in location;

5.

guarantee, endorse or otherwise become surety for or upon the obligations of any person;

6.

declare or pay any dividends on or make any other payment or distribution in respect of any shares or other securities of the Borrower's capital, as applicable, or declare any shareholder bonuses;

7.

make any change in the Borrower's issued or authorized capital whether by way of redemption or otherwise, or change its capital structure or ownership;

8.

in respect of the Borrower, lend money to or invest money in any company or to any person which has not granted security interests in favour of the Lender, whether by way of loan, acquisition of shares, acquisition of debt obligations or in any other way whatsoever, unless the advance, investment or loan is less than $10,000;

9.

in respect of the Borrower, make any investments or acquisitions in excess of $10,000; or

10.

in respect of the Borrower, permit a change of control, to the extent Borrower has such legal ability.

REPRESENTATIONS

1.

The Borrower was duly incorporated and is in good standing in its jurisdiction of incorporation.

2.

The Borrower has all requisite corporate power and capacity to own its property and assets and to carry on its business as now being conducted by it.

3.

The Borrower has the necessary power, capacity, right and authority to enter into and deliver the Transaction Documents contemplated hereunder and to perform its obligations hereunder and thereunder.

4.

The Transaction Documents, when executed and delivered, shall constitute legal, valid and binding obligations of the Borrower enforceable against them in accordance with its terms.

5.

The Borrower shall duly perform and observe, all material terms of all documents, agreements, and instruments affecting or relating to the business and assets of the Borrower.

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6.

The Borrower has good, valid and marketable title to, or license to use, all of its material properties and assets.

7.

All required tax returns have been filed and all due taxes have been paid by the Borrower.

8.

There exists no Event of Default under this Letter Loan Agreement or any other material agreement entered into by the Borrower which has occurred and is continuing.

9.

There are no shareholders' agreements or other agreements governing the voting, holding, transfer or sale of shares of the Borrower or the management of the affairs of the Borrower.

There are no unsatisfied judgments, actions, suits or proceedings at law or in equity or by or before any governmental agency outstanding against or affecting the Borrower or any of its properties, assets or business which might result, either individually or in the aggregate, in any adverse change in the assets, conditions, affairs or prospects of the Borrower, nor is the Borrower aware of there being any basis for any pending or threatened actions, suits or proceedings relating to the foregoing nor is the Borrower in violation of any federal, provincial or other governmental statute, rule or regulation, domestic or foreign, applicable to the Borrower. The Lender represents and warrants to the Borrower that the amount being made available for loan does not derive or originate from any transaction, operation and/or other activity which is a criminal offence in terms of applicable law or would be such an offence if carried out in the jurisdiction/s in which either party to this Letter Loan Agreement is established and/or operates and does not constitute a money laundering offence as defined in the Prevention of Money Laundering Act (Chapter 373, Laws of Malta).

The representations and warranties contained above shall survive the execution and delivery of this Letter Loan Agreement and the making of any advance of the Loan, notwithstanding any investigations or examinations which may be made by the Lender or its counsel.

EVENTS OF

DEFAULT:

It shall be a default under this Letter Loan Agreement and under any other Transaction Document if any one or more of the following events (each an "Event of Default") occurs and upon such occurrence, the Lender shall have the option to declare that all of the amounts advanced hereunder, all interest and all fees and other amounts owing hereunder shall, to the extent permitted by

applicable law, become and be immediately due and payable:

1.

if the Borrower makes default in payment of principal, interest or any other amount when due under this Letter Loan Agreement and such default remains unremedied for a period of five (5) days;

2.

failure by the Borrower to comply with any affirmative or negative covenant, condition or term as outlined herein, or in any other Transaction Document and such default remains unremedied for a period of five (5) days;

3.

if any material representation or warranty given by the Borrower in any of the Transaction Documents proves to be untrue and such default remains unremedied for a period of five (5) days;

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4.

if judgements in excess of $10,000 are declared against the Borrower which remain undischarged, unvacated, unbonded or unstayed for more than thirty (30) days;

5.

if the Borrower is adjudged or declared bankrupt or insolvent or makes an assignment for the benefit of creditors, or petitions or applies to any tribunal for the appointment of a receiver, custodian or trustee, or for any substantial part of its property, or commences any proceedings relating to it under any reorganization, arrangement, readjustment of debt, or liquidation law or statute of any jurisdiction whether now or hereafter in effect relating to or governing debtors or such proceedings are commenced against it (unless, in the case of proceedings commenced against it, such proceedings are being actively and diligently contested by it, in good faith to the satisfaction of the Lender and provided any such proceeding does not remain undismissed, unstayed or in effect for a period in excess of 30 days), or by any act indicates its consent to, approval of, or acquiescence in, any such proceeding, or for any substantial part of its property, or suffers the appointment of any receiver, custodian or trustee;

6.

if the Borrower ceases to carry on its business, or if proceedings are commenced for the suspension of its business;

7.

if proceedings are taken to enforce any encumbrance on the assets of the Borrower, except proceedings as are being contested in good faith by such party and provided security satisfactory to the Lender has been provided to the Lender;

8.

if a petition is filed, an order is made or a resolution passed, or any other proceeding taken for the winding-up, dissolution or liquidation of the Borrower; or

9.

if the Borrower fails to promptly pay when due, all taxes, license fees and assessments levied on it.

ASSIGNMENT:

The Lender will have the right to assign all or a part of the Loan or commitments contemplated hereunder and to sell participants on all or part of their Loan or commitments contemplated hereunder, in its sole discretion.

EVIDENCE OF

advance or repayment thereof under the Loan, and interest, fees and other amounts due in connection with the Loan, in the accounts of the Borrower

maintained by the Lender, shall constitute prima facie evidence of the Borrower's

indebtedness and liability from time to time under this Letter Loan Agreement; provided that the obligation of the Borrower to pay or repay any amounts in accordance with the terms and conditions of this Letter Loan Agreement shall not be affected by the failure of the Lender to make such recording. The Borrower hereby acknowledges being indebted to the Lender of the principal balance outstanding from time to time under the Loan, as applicable, and all accrued and unpaid interest with respect thereto.

CONFIDENTIAL INFORMATION

and the transactions referred to herein are private and confidential and may not

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be disclosed by either party to any person whatsoever, including shareholders, partners or other associates or affiliates of the Borrower, without the prior written consent of the other party.

Both parties consent to the release of each other's confidential information to their respective professional advisors and other select parties as may be deemed necessary for the purpose of assisting the parties in completing their relative due diligence and for the proper performance of this Letter Loan Agreement.

INDEMNITY:

The Borrower hereby indemnifies the Lender and its officers, directors, employees, advisers and agents (each an "Indemnified Person") and holds each of them harmless from and against all losses, costs, expenses (including, without limitation, all professional fees) and damages incurred by an Indemnified Person arising out of, relating to or resulting from a third party claim in connection with Borrower's material breach of this Letter Loan Agreement.

NO TICES:

A notice or any other communication to be given in connection with this Letter Loan Agreement shall be in writing personally delivered or by facsimile or electronic transmission or similar means of recorded communication to the addresses or facsimile numbers noted below, or to such other address or facsimile number as a party hereto may from time to time designate to the other party hereto in such manner. All such notices and communications shall, when required or permitted to be delivered or confirmed hereunder by facsimile or electronic transmission, be effective when so delivered or confirmed:

If to the Lender, to it at:

If to the Borrower, at Attention: Alexandros Tsingos

FURTHER

be executed all documents deemed necessary or appropriate by the Lender (acting reasonably) for the purposes of giving full force and effect to the terms, conditions, undertakings, agreements or security granted or to be granted hereunder.

 G OV ERNING LAW: This Letter Loan Agreement shall be governed by, and construed in accordance with, the laws of Malta applicable therein and the parties irrevocably attorn to such jurisdiction.

Any dispute, controversy or claim arising out of or relating to or concerning this Letter Loan Agreement, or the breach, or invalidity thereof, shall be settled by arbitration in accordance with the provisions of the Malta Arbitration Act, Chapter 387 of the Laws of Malta and shall be regulated by the Arbitration Rules, S.L. 387.01, as from time to time amended. Each Party irrevocably waives any right it may have to object to any action being brought in the forum, to claim that the action has been brought in an inappropriate forum, or to claim that the forum does not have jurisdiction.

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Per      DELTOID HOLDINGS LIMITED

PROMISSORY  NOTE

(the "Note")

TO:     DELTOID HOLDINGS LIMITED (the "Lender")

Suite 7 Hadfield House, Library Street, Gibraltar

WHEREAS , pursuant to the terms of a Letter Loan Agreement dated July 31, 2014 (the "Letter Loan Agreement") among the Lender and 3D PIONEER SYSTEMS INC . (the "Borrower") the Lender agreed to provide the Borrower with a loan (the "Loan") in the principal amount of ONE HUNDRED THOUSAND DOLLARS ($100,000 USD (the "Principal Amount") on the terms and conditions set out therein ;

AND WHEREAS, pursuant to the terms of the Letter Loan Agreement, the principal amount of the Loan is to be evidenced by the delivery by the Borrower of a promissory note, in the Principal Amount to the Lender ;

NOW THEREFORE, FOR  VALUE  RECEIVED , the Borrower  hereby  promises  to pay  to the Lender, the sum of $100,000, plus interest thereon at the rate specified herein on the terms and conditions set out below and in accordance with the Letter Loan Agreement.

Unless otherwise specifically defined , all terms used herein shall  have  the meanings  specified  in  the Letter Loan Agreement.

The Principal Amount shall be repaid to the Lender by the Borrower in full on October 28, 2014 (the "Maturity   Date").

The Borrower shall pay interest to the Lender on the outstanding Principal Amount from time to time in accordance with the provisions of the Letter Loan Agreement and at the rate and periodicity specified therein .

The Borrower may prepay the Loan only on the terms and conditions specified m the Letter Loan Agreement.

This Note is executed in conjunction with the Letter Loan Agreement and is secured by the liens and security interests created in favour of the Lender under the Transaction Documents . Reference is made to the Letter Loan Agreement for provisions relating to repayment of the indebtedness evidenced by this Note . The Letter Loan Agreement and the Transaction Documents are incorporated herein  by  this reference .

Whenever any interest or fee under the Letter Loan Agreement or hereunder is calculated using a rate based on a year of 360 or 365 days, such rate determined pursuant to such calculation , when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360 or 365 as the case may be.

The principle of deemed reinvestment of interest shall not apply to any  interest  calculation  under the Letter Loan Agreement or hereunder , and the rates of interest stipulated in the Letter Loan Agreement or hereunder are intended to be nominal rates and not effective rates or yields.

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- 2 -

Each of the Vendor and the Purchaser represents and warrants to the other party and to any transferee, assignee or endorsee thereof that it has full power and authority to enter into this Note and to perform its obligations hereunder and that this Note constitutes for it  legal , valid and binding obligations.

The Borrower expressly waives demand and presentment for payment , notice of nonpayment , protest , notice of protest, notice of dishonour, notice of intent to accelerate the maturity hereof and notice of the acceleration of the maturity hereof .

This Note shall be binding upon the Borrower and its administrators, successors and assigns and other legal representatives and shall enure to the benefit of the Lender and its administrators , successors and assigns . Any references herein to the Lender or the Borrower shall include their respective administrators , successors and assigns as if specifically named . This Note may be assigned by the Lender and, if so assigned, the Lender shall provide the Borrower with written notice of such assignment.

This Promissory Note and the validity , interpretation and enforcement thereof shall be governed by and construed in accordance with the laws applicable in the Republic of Malta .

IN WITNESS WHEREOF the Borrower has executed this Note effective as of the date first written above.

ISSUED IN MALTA ON THE 31TH OF JULY, 2014

Dated 31 July 2014

BETWEEN

3D PIONEER SYSTEMS INC.

(the "Pledgor")

AND

DELTOID HOLDINGS LTD

(the "Pledgee")

AND

3D PIONEER SYSTEMS MALTA (HOLDING) LTD

(the "Company")

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AN AGREEMENT ("the Agreement" or "the Pledge Agreement") made this 31 day of July 2014.

BETWEEN

Of the first part:

3D Pioneer Systems Inc., a company registered under the laws of Nevada, United States with registration number E0265902008-9 and having its registered office address at 4100 Neil Road, Suite 500, Reno, Nevada 89511, United States (hereinafter referred to as the "Pledgor");

of the second part:

Deltoid Holdings Ltd, a company registered under the laws of Gibraltar with registration number 108598 and having its registered office address at Suite 7 Hadfield House, Library Street, Gibraltar (hereinafter referred to as the "Pledgee");

and of the third part:

3D Pioneer Systems Malta (Holding) Ltd, a company registered under the laws of Malta with registration number C 64335 and having its registered address at 43A/1 St Paul's Buildings, West Street, Valletta VLT 1532, Malta (hereinafter referred to as the "Company").

WHEREAS:

(A)

The Company has an issued share capital of one thousand, two hundred Euro (€1,200), divided into one thousand two hundred (1,200) ordinary shares of one Euro (€1) each;

(B)

The Pledgor holds the above-mentioned one thousand two hundred (1,200) ordinary shares in the Company, numbered 1 – 1,200, both numbers included;

(C)

By virtue of a letter loan agreement executed by and between the Pledgor and the Pledgee on the 31th of July 2014, (the "Loan Agreement") the Pledgee advanced to the Pledgor a loan in the amount of one hundred thousand United States Dollars (USD100,000) subject to such terms and conditions as specified therein;

(D)

Pursuant to the Loan Agreement, the Pledgor has undertaken to procure the registration of a pledge over the one thousand two hundred (1,200) ordinary shares held by the Pledgor in the Company in terms of Recital (B) above (the "Pledged Shares") in order to secure the Pledgor's obligations under the Loan Agreement, which obligations including any other derivative, ancillary and/or incidental obligations shall for the purposes of this Agreement be referred to as the "Secured Indebtedness";

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(E)

The Pledgor has agreed to pledge the Pledged Shares to the Pledgee in accordance with the terms of this Agreement;

(F)

The Parties are, therefore, executing this Agreement so as to establish and regulate the terms and conditions under which the pledge of the Pledged Shares shall take place and under which the release and termination of such pledge shall be effected.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.

INTERPRETATION

1.1

Unless a contrary indication appears, any reference in this Agreement to:

(i)

this Agreement includes the Recitals thereto, which form an integral part of this Agreement for all intents and purposes;

(ii)

a Recital or Clause is to a recital or clause to this Agreement (as the case may be);

(iii)

the masculine, feminine or neuter gender respectively includes the other genders and references to the singular include the plural (and vice versa);

(iv)

"including" means "including without limitation" (with related words being construed accordingly), "in particular" means "in particular but without limitation" and other general words shall not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of assets, matters or things;

(v)

a "person" includes any individual, firm, company or other corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of them and any reference to any party includes its successors in title, permitted assignees and permitted transferees;

(vi)

a provision of law is to that provision as amended, re-enacted or replaced from time to time and includes any subordinated legislation in force under it from time to time;

1.3

The clause and paragraph headings are for ease of reference only and shall not affect the meaning of this Agreement.

2.

PLEDGE

2.1

The Pledgor hereby pledges to the Pledgee who accepts the Pledged Shares as a continuing security for the due and punctual performance of all the obligations (whether actual, future, contingent or otherwise) of the Pledgor under or pursuant to the Loan Agreement and, for the avoidance of doubt, including this Pledge Agreement.

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2.2

It is expressly agreed that this pledge is being granted to the Pledgee as security for the Secured Indebtedness.

2.3

This pledge confers upon the Pledgee the right to obtain payment out of the Pledged Shares (whether through sale thereof, appropriation or otherwise) with preference over other creditors as provided by the Civil Code (Chapter 16 of the Laws of Malta) in virtue of the special privilege accorded by law under article 2009(a) of the said Code.

2.4

The Company hereby acknowledges and declares to have received notice of the pledge constituted hereby for all intents and purposes and the Company hereby undertakes and agrees to record such pledge in the Company's Register of Members.

2.5

Nothing in this Agreement shall be construed as placing on the Pledgee any liability whatsoever in respect of any calls, instalments or other payments relating to the Pledged Shares or to any rights, shares or other securities accruing, offered or arising as aforesaid, and the Pledgor shall at all times indemnify and hold harmless the Pledgee against and from all demands made against it, payments made by it, and costs, expenses, damages, losses or other liabilities incurred or suffered by it at any time in respect of any such calls, instalments or other payments as aforesaid.

2.6

In furtherance of the pledge of shares contemplated herein, the Pledgor is contemporaneously delivering to the Pledgee, who accepts, the share certificate/s relating to the Pledged Shares which are on the date hereof issued in the capital of the Company and hereby undertakes to insert an annotation in the said share certificate referring to this Pledge Agreement in the form set out in Schedule 2 hereof.

2.7

The Pledgor hereby grants its consent, irrevocably and without reservation, to the Pledgee to notify the Malta Registrar of Companies of this Agreement by filing the statutory notice (Form T2) in the form set out in Schedule 1 hereof immediately upon the execution of this Agreement.

3.

REPRESENTATION AND WARRANTIES

3.1

The Company and the Pledgor represent and warrant to the Pledgee that:

(a)

the Pledgor is the full legal and beneficial owner of the Pledged Shares and has good and marketable title thereto and no other person enjoys any right whatsoever over or in respect of such Pledged Shares, except for the Pledgee under this Agreement;

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(b)

throughout the continuance of this Pledge Agreement and so long as the Secured Indebtedness or any part thereof remains owing, unfulfilled or unperformed to any extent, no further shares in the Company (in excess of the issued share capital as specified in Recital (A) hereinabove) shall be issued and/or allotted to the Pledgor and/or any third party/ies without the prior written consent of the Pledgee;

(c)

the Pledged Shares have been validly issued;

(d)

other than in accordance with this Pledge Agreement or with the prior written consent of the Pledgee, the Pledgor shall not exercise any right to dispose of the Pledged Shares;

(e)

the Company has not issued or granted or resolved or agreed to issue or grant any option or other right to subscribe for or acquire in any manner whatsoever any additional shares or other securities therein or thereof to any person; and

(f)

throughout the continuance of this Pledge Agreement and so long as the Secured Indebtedness or any part thereof remains owing, unfulfilled or unperformed to any extent, no further shares in the Company (in excess of the issued share capital as specified in Recital (A) hereinabove) shall be issued and/or allotted to the Pledgor and/or any third party/ies without the prior written consent of the Pledgee.

(g)

no Encumbrance exists over the Pledged Shares (except as created under or pursuant to this Pledge Agreement). For the purposes of this clause and other provisions of this Agreement where the term is used, "Encumbrances" means and includes any hypothec, privilege or other encumbrance whatsoever.

3.2

The Pledgor undertakes and agrees with the Pledgee that throughout the continuance of this Pledge Agreement and so long as the Secured Indebtedness or any part thereof remains owing, unfulfilled or unperformed to any extent, the Pledgor will, unless the Pledgee otherwise agrees in writing:

(a)

not create or attempt or agree to create or permit to arise or exist any Encumbrance over the Pledged Shares or any interest therein or otherwise assign, deal with or dispose in any manner whatsoever of the Pledged Shares (except under or pursuant to this Pledge Agreement).

(b)

procure that the Company shall not, and the Company hereby undertakes and agrees with the Pledgee that it shall not, itself acquire or issue or grant or resolve or agree to issue or grant any option or other right to subscribe for or acquire in any manner whatsoever shares or other securities therein or thereof to any person or increase, consolidate, sub-divide or reduce the capital of the Company or in any way modify the rights attached to any shares or other securities in or of the Company or take any steps to place the Company into liquidation or administration or pass any resolution or take any other step for (or which will or may lead to) its dissolution or winding-up or its merger, amalgamation, re-construction, re-organisation or division, and the Pledgor further undertakes and agrees not to vote in favour of nor do or cause or permit to be done anything which would or could lead to any of the matters contemplated in this paragraph (b) taking effect;

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(c)

procure, and the Company hereby undertakes and agrees with the Pledgee, that no amendment or supplement is made to the memorandum or articles of association for the time being of the Company which would have a material adverse effect on the performance by the Pledgor of his obligations under this Pledge Agreement or on the rights and remedies of the Pledgee under this Pledge Agreement;

(d)

not do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Pledgee's security hereunder;

(e)

obtain and maintain in full force and effect all governmental and other authorisations necessary for the performance of its obligations hereunder; and

(f)

at its cost and expense and subject to any instructions, directions or contrary indications which may be given by the Pledgee in each case, warrant and defend all the rights, title and interest of the Pledgor and the Pledgee in and to the Pledged Shares against all claims, demands and pretensions of all persons whomsoever, and the Pledgor shall inform the Pledgee of any such threatened or actual claim or demand or pretension whatsoever by any person immediately upon becoming aware of the same.

3.3

Moreover, the Pledgor represents to the Pledgee that it is neither insolvent in terms of the Companies Act, 1995, (i.e. unable to pay its debts in terms of Article 214(2)(a)(ii) thereof), nor will it, as a consequence of entering into this Pledge Agreement become insolvent.

3.4

The foregoing representations and warranties given by the Company and the Pledgor are true and accurate as at the date of this Pledge Agreement.

4.

TERMINATION AND RELEASE OF PLEDGE

4.1

Subject to other provisions in this Pledge Agreement, upon performance, satisfaction and discharge in full of the Secured Indebtedness the Pledgee shall, at the request and cost of the Pledgor, (i) forthwith terminate this Pledge Agreement in such form as may be agreed to by the Parties; (ii) discharge the security created by this Agreement; and (iii) release all documents, if any, held by it hereunder to the Pledgor.

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5.

RIGHTS ATTACHING TO THE PLEDGED SHARES

5.1

Prior to the occurrence of a Specified Event (as defined hereunder in this clause):

(a)

notwithstanding the provisions of the second proviso to Article 122(14) of the Companies Act (Chapter 386 of the Laws of Malta and hereinafter referred to as the "Companies Act") the Pledgor shall be exclusively entitled to receive all dividends or interests payments due on the Pledged Shares;

(b)

the Pledgor shall be exclusively entitled to exercise all voting and other rights and powers attaching to the Pledged Shares;

(c)

all notices of meetings required by Maltese law and/or the memorandum and articles of association of the Company shall be sent to the Pledgor, who shall have the right to attend the same itself.

For the purposes of this clause and other provisions of this Agreement where the term is used: (i) "Dividends" means and includes all dividends, interest and other sums whatsoever which are or may become (or which would, but for the provisions of this Agreement, be or become) payable to the Pledgor in its capacity as holder of the Pledged Shares, and for the avoidance of doubt (but without limitation) it includes any tax refunds, credits or other benefits which may be granted or claimed in terms of relevant law in respect of or in connection with or otherwise on the distribution of any of the aforesaid Dividends; and (ii) "Specified Event" means the occurrence of an event of default of any term or condition of the Loan Agreement or if there is a breach of any terms of the Pledge Agreement and should the Pledgee have given notice to the Pledgor declaring that all or part of the Secured Indebtedness has become immediately due and payable.

5.2

Without prejudice to the provisions of clause 6 hereunder, if a Specified Event occurs, and upon notice being given by means of a judicial act served by the Pledgee on both the Pledgor and the Company in terms of Article 122 (6) of the Companies Act, the Pledgee shall be vested with all rights pertaining to the Pledgor under or in respect of the Pledged Shares and, in particular, and without prejudice to the generality of the foregoing:

(a)

all dividends and interests payments due on the Pledged Shares shall be paid to and shall be received by the Pledgee which shall apply the same towards reducing or in satisfaction or discharge of the Secured Indebtedness;

(b)

all voting and/or consensual powers attaching to the Pledged Shares shall vest in the Pledgee and the Pledgee shall exercise such powers for all purposes of, and in accordance with the terms of, this Pledge Agreement;

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(c)

all notices of meetings required by Maltese law and/or the memorandum and articles of association of the Company shall be sent to the Pledgee, who shall have the right to attend the same itself.

5.3

In the circumstances where a Specified Event has occurred (notice whereof, if necessary, has been given as provided in clause 5.2), the Pledgor hereby irrevocably authorises the Pledgee (who declares to have an interest in this mandate), with full power of substitution, to sign on its behalf any proxies or other documents which the Pledgee may require to enable the Pledgee to exercise such voting and other rights and powers attaching to the Pledged Shares or any part thereof.

6.

REMEDIES

6.1

Upon the occurrence of a Specified Event, the Pledgee may exercise in relation to the Pledged Shares all the rights and remedies possessed by it under this Pledge Agreement or granted to it by law or otherwise, and in particular (but without limitation):

(a)

exercise all rights attached to the Pledged Shares as provided in clause 5.2;

(b)

upon notice required by law, dispose of the Pledged Shares and set-off or apply the proceeds thereof towards reducing or in satisfaction or discharge of the Secured Indebtedness;

(c)

upon notice required by law, to appropriate and acquire the Pledged Shares and set-off or apply their value (determined as provided hereunder in this clause) towards reducing or in satisfaction or discharge of the Secured Indebtedness.

(d)

apply to the Courts for the sale by judicial auction of the Pledged Shares in accordance with the Civil Code (Chapter 16 of the Laws of Malta) and, in case of this remedy under this paragraph (e), it is hereby declared and agreed by the parties that the Pledged Shares have and shall be deemed to have a market value for the purposes of article 1970(4) of the said Civil Code, which article 1970(4) shall apply to any sale by judicial auction as aforesaid.

Provided that prior to the exercise of the rights granted to the Pledgee in terms of paragraphs (b) or (c) of this clause 6.1, the Pledgee shall be obliged to offer the Pledged Shares to other shareholders of the Company in accordance with any pre- emption rights relating to the transfer of shares as laid down in the memorandum or articles of the Company, and, failing such pre-emption rights, to all the other shareholders of the Company in proportion to their holdings. In either case the shareholders shall be entitled to purchase the Pledged Shares at their Fair Price determined in accordance with the provisions of Clause 6.2 hereunder. Such offer shall be kept open for at least ten (10) working days.

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For the purposes of paragraphs (b) and (c) of this clause 6.1, the value of the Pledged Shares for the purposes of the disposal or appropriation mentioned therein shall be the Fair Price determined in accordance with the provisions of Clause 6.2 hereunder.

The remedies listed in this clause 6.1 are in addition to the remedies granted to the Pledgee under Maltese law and, insofar as it is necessary to do so, the Pledgor hereby irrevocably and unconditionally authorises the Pledgee to avail itself of all and any of the said remedies in protection of its rights.

6.2

The Fair Price of the Pledged Shares may be established by agreement between the Pledgor and the Pledgee after notice of default has been given by the Pledgee to the Pledgor in terms of the article 122(6) of the Companies Act, and no prior agreement thereon shall be valid.

Provided that, in case of disagreement, the Fair Value for the sale or appropriation of the Pledged Shares shall be determined by a certified public accountant or a certified public accountant and auditor appointed by the Civil Court, First Hall, on the application of the Pledgee.

7.

POWER OF ATTORNEY

7.1

The Pledgor hereby irrevocably and unconditionally appoints and authorises the Pledgee, who declares to have an interest in this mandate and accepts the same as part of its security, as its attorney (with full power of substitution) and in its name or otherwise on its behalf to sign, seal, execute, deliver, perfect and do all agreements, instruments, acts and things which may be required or which the Pledgee shall reasonably think proper or expedient for carrying out any obligations imposed on the Pledgor hereunder or for exercising and giving effect to any of the powers hereby conferred or for giving to the Pledgee the full benefit of the security constituted hereunder and so that the appointment hereby made shall operate to confer on the Pledgee authority to do on behalf of the Pledgor anything which the Pledgor can lawfully do by an attorney. The Pledgor ratifies and confirms and agrees to ratify and confirm any agreement, instrument, act or thing which such attorney or substitute may execute or do.

Without prejudice to any other authorisations given under any other provision of this Pledge Agreement, it is agreed by the parties that the powers granted by this clause 7 shall only be exercised after a Specified Event or after a material breach by the Pledgor of any of their obligations hereunder has taken place.

8.

WAIVER AND SEVERABILITY

8.1

No failure or delay by the Pledgee in exercising any right, power or remedy hereunder shall impair such right, power or remedy or operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy.

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Pledgor (Name and Address)	Pledgee (Name and Address)		Securiti es
			Number			Type		Nomin al Value
3D Pioneer Systems Inc. Co. Reg. No. E0265902008- 9 4100 Neil Road, Suite 500 Reno Nevada 89511 United States	Deltoid Holdings Ltd Co. Reg. No. 108598 Suite 7, Hadfield House Library Street Gibraltar			1200		Ordinary Shares Fully- paid up		€	1

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Dated this 31st  day of  July  of the year 2014

 

SCHEDULE 2

ANNOTATION TO PLEDGE IN THE SHARE CERTIFICATE/S

 

AMENDMENT No. 1 TO

CONSULTING AGREEMENT

This Amendment No. 1 (this "Amendment") to that certain Consulting Agreement, dated January 15, 2014 (the "Agreement"), is entered into this 24th day of July, 2014, by and between Alexandros Tsingos ("Contractor") and 3D Pioneer Systems, Inc. ("Company" and together with Consultant, the "Parties").

RECITALS

WHEREAS, the Parties previously entered into the Agreement, pursuant to which Contractor provides officer services to Company as its President and Chief Executive Officer;

WHEREAS, the Parties wish to amend the Agreement to add a severance provision to the Agreement;

WHEREAS, the Parties do not intend this Amendment to impact any of the other rights, obligations, or commitments of the Parties set forth in the Agreement, except as set forth in this Amendment.

NOW, THEREFORE, in consideration of these premises and the mutual promises contained herein, the Parties to this Amendment do hereby agree as follows:

"Severance. In the case of any termination of the Agreement for any reason other than those specified herein in Article IV section "Termination by the Company", the Company shall pay Contractor $120,000 USD as a severance (one year maximum Compensation as set forth Article III section "Compensation") in the form of one lump sum payment due at the time of termination of the Agreement."

(iii) the Contractor is unable or unwilling to perform the Services under this Agreement.

(iv) the Company acting reasonably determines that the Contractor has acted, is acting or is likely to act in a manner detrimental to the Company or has violated or is likely to violate the confidentiality of any information as provided for in this Agreement.

Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.

The terms of this Amendment shall be governed by the law and in the manner provided for in the Agreement.  All other terms and conditions set forth in the Agreement, not otherwise modified by this Amendment, shall control over the interpretation of this Amendment.

This Amendment and referenced Agreement constitute the entire agreement between the Parties hereto relating to this specific subject matter thereof  There are no terms, obligations, covenants, representations, statements, or conditions relating to the subject matter thereof other than those contained in this Amendment and the above referenced Agreement.  No variation or modification of this Amendment or the above referenced Agreement or waiver of any of the terms or provisions hereof will be deemed valid unless in writing and signed by both parties.

This Amendment may be executed in counterparts, which together shall constitute one and the same Amendment.  The Parties may execute more than one copy of this Amendment, each of which shall constitute an original.

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IN WITNESS WHEREOF, the Parties have signed this Amendment as of the date first written above.

INTERCOMPANY LOAN AGREEMENT

This Intercompany Loan Agreement (the "Agreement") is dated July 1, 2014 ("Effective Date") and is made by and between 3D Pioneer Systems, Inc., a Nevada corporation ("Lender") and 3D Pioneer Systems Malta I Ltd., a Malta corporation and subsidiary of Lender ("Borrower").

Now, therefore, the parties agree to the following terms:

The Borrower represents and warrants to the Lender that:

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The Borrower covenants with the Lender that, so long as this Agreement shall remain in effect and until any obligation of the Lender to make Advances hereunder shall have terminated and the Loan and all other sums due to the Lender under this Agreement have been paid in full, it shall furnish the Lender prompt written notice of any Default or Event of Default, which notice shall specify the nature and extent thereof.

This Agreement is governed by the laws of Malta and each Party submits to the jurisdiction of the courts of Malta in connection with the Agreement. Each Party shall be liable for failure to perform or improper performance of this Agreement in accordance with applicable laws of Malta.

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Borrower:

3D Pioneer Systems Malta I Ltd.

/s/ Alexandros Tsingos

 ___________________________________________________________                                                                     

By: Alexandros Tsingos, CEO

Lender:

3D Pioneer Systems, Inc.

/s/ Alexandros Tsingos

 ____________________________________________________________                                                                     

By: Alexandros Tsingos, CEO

3D Pioneer Systems (CE) (USOTC:DPSM)
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