FIRST AMENDMENT TO RIGHTS AGREEMENT
Pursuant to Section 26 of that certain Rights Agreement, dated as of
December 4, 1995 (the "Rights Agreement"), between 3D Systems Corporation, a
Delaware corporation (the "Company"), and U.S. Stock Transfer Corporation, as
"Rights Agent," the term "Final Expiration Date," as defined in clause (i) of
Section 7(a) of the Rights Agreement, has been amended and restated by action of
the Board of Directors of the Corporation on March 2, 2004 to read in its
entirety as follows:
"(i) the close of business on March 3, 2004 (the "Final Expiration
Date")"
IN WITNESS WHEREOF, the U.S. Stock Transfer Corporation, as Rights Agent
under the Rights Agreement, has caused this First Amendment to Rights Agreement
to be duly executed as of March 2, 2004.
U.S. STOCK TRANSFER CORPORATION, as
Rights Agent
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Vice President
