REGISTRATION RIGHTS AGREEMENT
Exhibit 10.2
This Registration Rights Agreement (the “Agreement”) is made and entered into as of June 19,
2007 by and between 3D Systems Corporation, a Delaware corporation (the “Company”), and each of the
purchasers of its Common Stock (as defined below) pursuant to a Securities Purchase Agreement dated
as of the date hereof (each, an “Investor” and collectively, the “Investors”). Capitalized terms
used and not defined herein shall have the respective meanings ascribed to them in the Securities
Purchase Agreements.
WHEREAS, the Company has sold 1,250,000 shares (the “Shares”) of its common stock, par value
$0.001 per share, (the “Common Stock”), to the Investors in a private placement (the “Offering”);
and
WHEREAS, the execution and delivery of this Agreement by the Company is a condition to the
completion of the Offering.
NOW, THEREFORE, the parties hereto agree as follows:
1. Registration Procedures and Expenses. The Company shall:
(a) use its commercially reasonable efforts to prepare and file with the Securities and
Exchange Commission (“SEC”), within ninety (90) calendar days after the Closing Date, a
Registration Statement on Form S-1, or on such other form as is available to the Company, to enable
the resale of the Shares by the Investors from time to time;
(b) use its commercially reasonable efforts to cause the Registration Statement to become
effective, (i) in the event the Registration Statement is not reviewed by the SEC, as promptly as
reasonably practicable after receipt of notice from the SEC that the Registration Statement is
subject to a “no review,” or (ii) in the event the Registration Statement is reviewed by the SEC,
as soon as reasonably practicable after the satisfactory resolution or clearance of any comments
received from the SEC relating to the Registration Statement;
(c) use its commercially reasonable efforts to prepare and file with the SEC such amendments
and supplements to the Registration Statement and the Prospectus as may be necessary to keep the
Registration Statement current and effective (including any amendment necessary to convert the
Registration Statement from a Form S-1 to a Form S-3) and so that such Registration Statement will
not contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading for a period ending on
the earlier of (i) the second anniversary of the Closing Date; (ii) the date on which the Investors
may sell the Shares held by the Investors without restriction by the volume limitations of Rule
144(e) under the Securities Act; or (iii) such time as all Shares purchased by the Investors in
this Offering have been sold (A) pursuant to a registration statement, (B) to or through a broker,
dealer or underwriter in a public distribution or a public securities transaction, or (C) in a
transaction exempt from the registration and prospectus delivery requirements of the Securities Act
under Section 4(1) thereof so that all transfer
restrictions and restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale;
(d) notify the Investors as promptly as reasonably practicable (and if requested confirm such
notice in writing) following (i) the SEC’s notifing the Company whether there will be a “review” of
a Registration Statement and the SEC’s issuance of comments in writing on such Registration
Statement (and upon request by an Investor, the Company shall provide the Investor true and
complete copies of any such SEC comment letter and all written responses thereto); (ii) with
respect to a Registration Statement or any post-effective amendment, when the same has become
effective; (iii) any request by the SEC for amendments or supplements to a Registration Statement
or Prospectus or for additional information; (iv) the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement covering any or all of the Shares or the
initiation of any proceedings for that purpose; (v) the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the
Shares for sale in any jurisdiction, or the initiation or threatening of any proceeding for such
purpose; and (vi) the occurrence of any event or passage of time that makes the financial
statements included in a Registration Statement ineligible for inclusion therein or any statement
made in such Registration Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that requires any revisions to
such Registration Statement, Prospectus or other documents so that they will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading;
(e) when eligible to use Form S-3, file a post-effective amendment to the Registration
Statement to convert it to Form S-3 and use its commercially reasonable efforts to cause the
post-effective amendment to the Registration Statement to become effective as soon as reasonably
practicable after the filing of the amendment;
(f) furnish to each Investor such number of copies (in paper or electronic version) of the
Registration Statement and the Prospectus (including each amendment and supplement thereto), as
such Investor may reasonably request, in order to facilitate the public sale or other disposition
of all or any of the Shares by the Investor;
(g) file documents required of the Company for normal blue sky clearance in states specified
in writing by the Investors; provided, however, that the Company shall not be required to qualify
to do business or consent to service of process in any jurisdiction in which it is not now so
qualified or has not so consented;
(h) bear all expenses (other than underwriting discounts and commissions, if any, and any
expenses of counsel to any Investor) in connection with the procedures in paragraph (a) through (e)
of this Section 1 and the registration of the Shares pursuant to the Registration Statement;
(i) with a view to making available to the Investors the benefits of Rule 144 or other rule
that may permit the Investors to sell Shares without registration, the Company agrees to use its
commercially reasonable efforts to: (i) make and keep public information
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available, as those terms are understood and defined in Rule 144, until the earlier of (A) such
date as all of the Investors’ Shares may be resold pursuant to Rule 144 or (B) such date as all of
the Investors’ Shares shall have been sold; (ii) file with the SEC all reports and other documents
required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to
each Investor upon request when appropriate to do so (A) a written statement that the Company has
complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy (in
paper or electronic version) of the Company’s most recent Annual Report on Form 10-K or Quarterly
Report on Form 10-Q, and (C) such other information as may be reasonably requested that permits the
selling of any such Shares without registration; and
(j) cause all such Shares registered pursuant hereto to be listed on Nasdaq and each
other securities exchange on which similar securities issued by the Company are then listed.
It shall be a condition precedent to the obligations of the Company to take any action
pursuant to this Section 1 with respect to an Investor, that such Investor shall furnish to the
Company such information and representations regarding the Investor and the Shares to be sold by
the Investor as shall be required to effect the registration of the Shares and/or sale under Rule
144, including the information and representations required by the Confidential Investor
Questionnaire and the Selling Stockholder Questionnaire.
2. Transfer of Shares After Registration; Suspension.
(a) Each Investor agrees that it will not effect any disposition or other transfer of the
Shares that would constitute a sale within the meaning of the Securities Act other than
transactions exempt from the registration requirements of the Securities Act or pursuant to, and as
contemplated in, the Registration Statement and as described below, and that it will promptly
notify the Company of any changes in the information set forth in the Registration Statement
regarding the Investor or its plan of distribution.
(b) Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed
necessary by the Company, prepare and file from time to time with the SEC a post-effective
amendment to the Registration Statement or a supplement to the related Prospectus or a supplement
or amendment to any document incorporated therein by reference or file any other required document
so that such Registration Statement will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, and so that, as thereafter delivered to purchasers of the Shares being sold
thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading; (ii) provide each Investor
with either copies of any documents filed pursuant to Section 2(b)(i) or access to such documents
electronically; and (iii) upon request, inform each Investor who so requests that the Company has
complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a
post-effective amendment to the Registration Statement which has not yet been declared effective,
the Company will notify each Investor to that effect, will use its commercially reasonable efforts
to secure the effectiveness of such post-effective amendment as promptly as possible and will
promptly notify each Investor pursuant to Section 2(b)(i) hereof when the amendment has become
effective).
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(c) Subject to paragraph (e) below, in the event: (i) of any request by the SEC or any other
federal or state governmental authority during the period of effectiveness of the Registration
Statement for amendments or supplements to the Registration Statement or related Prospectus or for
additional information; (ii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption from qualification of
any of the Shares for sale in any jurisdiction or the initiation of any proceeding for such
purpose; (iv) the Company determines in good faith, based on the advice of counsel, that (A) the
offer or sale of Shares covered by the Registration Statement would require disclosure of material
non-public information not otherwise required to be disclosed under applicable law (including,
without limitation, the occurrence or existence of a proposed or pending acquisition, merger or
other material corporate development) and (B) the Company has a bona fide business purpose for
preserving the confidentiality of such information, or (v) of any event or circumstance which
necessitates the making of any material changes in the Registration Statement or Prospectus, or any
document incorporated or deemed to be incorporated therein by reference, so that, in the case of
the Registration Statement, it will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; then the Company shall promptly deliver a certificate in writing or electronically to
each Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such
Suspension Notice, each Investor will refrain from selling any Shares pursuant to the Registration
Statement (a “Suspension”) until such Investor is advised in writing by the Company that the
current Prospectus may be used, and has received copies of any additional or supplemental filings
that are incorporated or deemed incorporated by reference in any such Prospectus. Each Investor
covenants that from the date hereof it will maintain in confidence the receipt and content of any
Suspension Notice provided in accordance with this paragraph (c) and that, during the period of
time in which the Suspension Notice is in effect, neither it nor any of its affiliates will engage
in any transactions involving the securities of the Company. In the event of any Suspension, the
Company will use its commercially reasonable efforts to cause the use of the Prospectus so
suspended to be resumed as soon as reasonably practicable but in any event within ninety (90) days
after delivery of a Suspension Notice to Investors. In addition to, and without limiting any other
remedies (including, without limitation, at law or at equity) available to the Investors or the
Company, the Investors and the Company shall be entitled to specific performance in the event that
the other party fails to comply with the provisions of this Section 2(c).
(d) Notwithstanding the foregoing paragraphs of this Section 2, the Investors shall not be
prohibited from selling any Shares under the Registration Statement as a result of Suspensions on
more than two occasions of not more than ninety (90) days each and not more than one hundred eighty
(180) days in the aggregate in any twelve month period.
(e) If a Suspension is not then in effect, the Investors may sell Shares under the
Registration Statement, provided that they comply with any applicable prospectus delivery
requirements.
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3. Indemnification. For the purpose of this Section 3:
(a) the term “Selling Shareholder” shall mean the Investor and each person, if any, who
controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act;
(b) the term “Registration Statement” shall mean any final Prospectus, exhibit, supplement or
amendment to, and any document incorporated by reference in, the applicable Registration Statement
(or deemed to be a part thereof) referred to in Section 1; and
(c) the term “untrue statement” shall mean any material untrue statement, or any material
omission of a statement of a material fact required to be made in the Registration Statement or
necessary to make the statements in the Registration Statement, in the light of the circumstances
under which they were made, not materially misleading.
(d) (i) The Company agrees to indemnify and hold harmless each Selling Shareholder from and
against any losses, claims, damages or liabilities (collectively, “Losses”) to which such Selling
Shareholder may become subject (under the Securities Act or otherwise) insofar as such Losses (or
actions or proceedings in respect thereof) arise out of, or are based upon any untrue statement
contained in the Registration Statement. The Company will reimburse such Selling Shareholder for
any reasonable legal expense incurred or any out of pocket expenses reasonably incurred in
defending any such claim, action or proceeding; provided, however, that the Company shall not be
liable in any such case to the extent that such Losses arise out of, or are based upon, (i) any
untrue statement made in such Registration Statement in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such Selling Shareholder for use in
preparation of the Registration Statement, (ii) any inaccuracy in the representations made by such
Selling Shareholder in the Confidential Investor Questionnaire or Selling Stockholder Questionnaire
or (iii) any untrue statement in any Prospectus that is corrected in any subsequent Prospectus that
was delivered to the Selling Shareholder prior to the pertinent sale or sales by the Selling
Shareholder.
(ii) Each Investor agrees, severally and not jointly, to indemnify and hold harmless the
Company (and each person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act, each officer of the Company who signs the Registration Statement and each director
of the Company) from and against any Losses to which the Company (or any such officer, director or
controlling person) may become subject (under the Securities Act or otherwise), insofar as such
Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, (i) any
untrue statement contained in the Registration Statement if, and only if, such untrue statement was
made in reliance upon and in conformity with written information furnished by or on behalf of the
Investor for use in preparation of the Registration Statement, (ii) any inaccuracy in
representations made by the Investor in the Confidential Investor Questionnaire or Selling
Stockholder Questionnaire or (iii) any untrue statement in any Prospectus that is corrected in any
subsequent Prospectus that was delivered to the Investor prior to the pertinent sale or sales by
the Investor. Each Investor will reimburse the Company (or such
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officer, director or controlling person), as the case may be, for any reasonable legal expense
incurred or any out of pocket expenses reasonably incurred in defending any such claim, action or
proceeding. The obligation of each Investor to indemnify shall be limited to the net amount of the
proceeds received by such Investor from the sale of Shares pursuant to the Registration Statement.
(iii) Promptly after receipt by any indemnified person of a notice of a claim or the beginning
of any action in respect of which indemnity is to be sought against an indemnifying person pursuant
to this Section 3, such indemnified person shall notify the indemnifying person in writing of such
claim or of the commencement of such action, but the omission to so notify the indemnifying person
will not relieve it from any liability which it may have to any indemnified person under this
Section 3 (except to the extent that such omission adversely affects the indemnifying person’s
ability to defend such action) or from any liability otherwise than under this Section 3. Subject
to the provisions hereinafter stated, in case any such action shall be brought against an
indemnified person, the indemnifying person shall be entitled to participate therein, and, to the
extent that it shall elect by written notice delivered to the indemnified person promptly after
receiving the aforesaid notice from such indemnified person, shall be entitled to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice
from the indemnifying person to such indemnified person of its election to assume the defense
thereof (unless it has failed to assume the defense thereof and appoint counsel reasonably
satisfactory to the indemnified person), such indemnifying person shall not be liable to such
indemnified person for any legal expenses subsequently incurred by such indemnified person in
connection with the defense thereof except as set forth below. Notwithstanding such indemnifying
person’s election to assume the defense of any such action, the indemnified persons shall have the
right to employ only a single firm of separate counsel (plus one local counsel in any jurisdiction
in which an action is pending for which indemnified persons are seeking indemnity) and to
participate in the defense of such claim at their own expense; provided that the indemnifying
person shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use
of counsel chosen by the indemnifying person to represent the indemnified persons would, in the
reasonable opinion of such counsel, present such counsel with a conflict of interest; (ii) the
actual or potential defendants in, or targets of, any such action include both the indemnifying
person and the indemnified persons and the indemnified persons shall have reasonably concluded that
there may be legal defenses available to the indemnified persons which are different from or
additional to those available to the indemnifying person (in which case the indemnifying person
shall not have the right to assume the defense of such claim on behalf of the indemnified persons);
(iii) the indemnifying person shall not have employed counsel reasonably satisfactory to the
indemnified persons to represent the indemnified persons within a reasonable time after notice of
the institution of such claim; or (iv) the indemnifying person shall authorize the indemnified
persons to employ separate counsel at the indemnifying person’s expense. However, the indemnifying
person shall not be liable for the expenses of more than one firm of separate counsel (plus one
local counsel in any jurisdiction in which an action is pending for which indemnified persons are
seeking indemnity) selected by the indemnified persons in any single claim or proceeding for all of
the indemnified persons unless the indemnifying person consents or unless a bona fide conflict of
interest requires separate counsel for particular indemnified persons. The indemnifying person
will not, without the indemnified persons’ prior written consent, settle, compromise, consent to
the entry of any
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judgment in or otherwise seek to terminate any threatened or pending action, claim, suit,
investigation or proceeding in respect of which indemnification may be sought hereunder (whether or
not any indemnified person is a party thereto) unless such settlement, compromise, consent or
termination includes a full, final and unconditional release of each indemnified person from any
and all liabilities related to or arising out of such threatened or pending action, claim, suit,
investigation or proceeding. The indemnifying person will not permit any such settlement,
compromise, consent or termination to include a statement as to, or an admission of, fault,
culpability or a failure to act by or on behalf of an indemnified person, without such indemnified
person’s prior written consent. No indemnified person seeking indemnification, reimbursement or
contribution under this agreement will, without the indemnifying person’s prior written consent,
settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any
threatened or pending action, claim, suit, investigation or proceeding referred to herein.
(iv) If the indemnification provided for in this Section 3 is unavailable to or insufficient
to hold harmless an indemnified person under paragraphs 3(d)(i) or 3(d)(ii) above in respect of any
Loss (or actions or proceedings in respect thereof) referred to therein, then each indemnifying
person shall contribute to the amount paid or payable by such indemnified person as a result of
such Loss (or actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying person on the one hand and the indemnified person on the other
in connection with the statements or omissions or other matters which resulted in such Loss (or
actions in respect thereof), as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, in the case of an untrue statement,
whether the untrue statement relates to information supplied by the indemnified person on the one
hand or the indemnifying person on the other and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement. The Company and the
Investors agree that it would not be just and equitable if contribution pursuant to this subsection
(d) were determined by pro rata allocation (even if the Investors were treated as one entity for
such purpose) or by any other method of allocation which does not take into account the equitable
considerations referred to above in this subsection (d). The amount paid or payable by an
indemnified person as a result of the Loss (or actions in respect thereof) referred to above in
this subsection (d) shall be deemed to include any reasonable legal fees incurred by such
indemnified person in connection with defending any such action or claim. Notwithstanding the
provisions of this subsection (d), an Investor shall not be required to contribute any amount in
excess of the amount by which the gross amount received by the Investor from the sale of the Shares
to which such Loss relates exceeds the amount of any Loss which the Investor has otherwise been
required to pay by reason of such untrue statement. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The
Investors’ obligations in this subsection to contribute are several in proportion to their sales of
Shares to which such loss relates and not joint.
(e) The parties to this Agreement hereby acknowledge that they are sophisticated business
persons who were represented by counsel during the negotiations regarding the provisions hereof
including, without limitation, the provisions of this Section 3, and are fully informed regarding
said provisions. They further acknowledge that the provisions
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of this Section 3 fairly allocate the risks in light of the ability of the parties to investigate
the Company and its business in order to assure that adequate disclosure is made in the
Registration Statement as required by the Securities Act and the Exchange Act.
4. Termination of Conditions and Obligations. The conditions precedent imposed by Sections 4
and 6 of the Securities Purchase Agreements or this Agreement upon the transferability of the
Shares shall cease and terminate as to any particular number of the Shares when such Shares shall
have been effectively registered under the Securities Act and sold or otherwise disposed of in
accordance with the intended method of disposition set forth in the Registration Statement covering
such Shares.
5. Information Available. So long as the Registration Statement is effective covering the
resale of Shares owned by the Investor, the Company will furnish (or, to the extent such
information is available electronically through the Company’s filings with the SEC, the Company
will make available) to the Investor, upon the reasonable request of the Investor, an adequate
number of copies of the Prospectuses (and each amendment or supplement thereto) to supply to any
other party requiring such Prospectuses either in printed or electronic form.
6. Assignment of Registration Rights. The rights to cause the Company to register Shares
pursuant to this Agreement may be assigned (but only with the related obligations) by the Investor,
provided (i) each transfer to each transferee or designee involves (x) not less than one hundred
thousand (100,000) shares of Common Stock, (y) an affiliate of the Investor or (z) a client of the
Investor for whom or which the shares of Common Stock are beneficially held, (ii) the Company is,
within two business days after such transfer, furnished with written notice of the name and address
of such transferee or assignee, (iii) such transferee or assignee agrees in writing to assume the
obligations of this Agreement, including the obligations to furnish the Company such information
and representations regarding the transferee or assignee and the Shares to be sold by the
transferee or assignee as shall be required to effect the registration of the shares and/or sale
under Rule 144 (including the information and representations required by the Confidential Investor
Questionnaire and the Selling Stockholder Questionnaire) and (iv) such assignment shall be
effective only if immediately following such transfer the further disposition of such shares by the
transferee or assignee is restricted under the Securities Act.
7. Notices. All notices, requests, consents and other communications hereunder shall be in
writing, shall be delivered (A) if within the United States, by first-class registered or certified
mail, or nationally recognized overnight express courier, postage prepaid, or by email or
facsimile, or (B) if from outside the United States, by International Federal Express (or
comparable service) or by email or facsimile, and shall be deemed given (i) if delivered by
first-class registered or certified mail domestic, upon the Business Day received, (ii) if
delivered by nationally recognized overnight carrier, one (1) Business Day after timely delivery to
such carrier, (iii) if delivered by International Federal Express (or comparable service), two (2)
Business Days after timely delivery to such carrier, (iv) if delivered by email or facsimile, upon
confirmation of receipt and shall be addressed as follows, or to such other address or addresses as
may have been furnished in writing by a party to another party pursuant to this paragraph:
(a) if to the Company, to:
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3D Systems Corporation
000 Xxxxx X Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Xx.
Vice President, General Counsel and Secretary
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: XxxxxX@0XXxxxxxx.xxx
000 Xxxxx X Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Xx.
Vice President, General Counsel and Secretary
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: XxxxxX@0XXxxxxxx.xxx
with a copy to:.
Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P.
Hearst Tower, 47th Floor
000 X. Xxxxx Xx.
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxx@xxxxxxxxxxxxxxxx.xxx
Hearst Tower, 47th Floor
000 X. Xxxxx Xx.
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxx@xxxxxxxxxxxxxxxx.xxx
(b) if to the Investor, at its address on the signature page to the Securities Purchase
Agreement.
8. Amendments; Waiver. This Agreement may not be modified or amended, and no right, term or
provision hereunder may be waived, except pursuant to an instrument in writing signed by the
Company and Investors holding a majority of the Shares (which shall be deemed to include for
purposes of this Section 8 any securities issued or issuable upon any stock split, dividend or
other distribution, recapitalization or similar event with respect to the Shares). The Company
shall provide prior notice to all Investors of any proposed amendment or waiver.
9. Headings. The headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be part of this Agreement.
10. Entire Agreement; Severability. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof and supersedes all prior and
contemporaneous agreements, negotiations and understandings between the parties, both oral and
written relating to the subject matter hereof. If any provision contained in this Agreement is
determined to be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
11. Governing Law. This Agreement, including all matters relating to its execution, delivery
and performance, shall be governed by, and construed in accordance with, the internal laws of the
State of New York, without giving effect to the principles of conflicts of law.
12. Counterparts. This Agreement may be executed in two or more counterparts,
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each of which shall constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts have been signed by
each party hereto and delivered to the other parties. The parties hereto confirm that any
facsimile or electronic copy of another party’s executed counterpart of this Agreement (or its
signature page thereof) will be deemed to be an executed original thereof.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | /s/ Xxxxxx X. Xxxxx, Xx. | |||||
| Name: Xxxxxx X. Xxxxx, Xx. | ||||||
| Title: Vice President, General Counsel and Secretary | ||||||
| [INVESTOR NAME] | ||||||||
| By: | ||||||||
| Its: | ||||||||
| By: | ||||||||
| Its: | ||||||||
| Address: | ||||||||
| Facsimile No.: | ||||||||
| Email Address: | ||||||||
| Attn.: | ||||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| X. Xxxx Price Small-Cap Value Fund, Inc. |
|||||
| By: /s/ Xxxxxxx X. Athely | |||||
| |
|||||
| Xxxxxxx X. Athely | |||||
| Its: President | |||||
| Address: | X. Xxxx Price Associates 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
||||
| Facsimile No.: 000-000-0000 Email Address: Xxxxxxx_Xxxxxx@xxxxxxxxxx.xxx Attn.: Xxxxxxx Xxxxxx Vice President |
|||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Cranshire Capital, L.P. |
||||
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
| Its: CFO – Downsfield Capital, Inc. - | ||||
| The General Partner | ||||
| By: | ||||
| Its: | ||||
| Address: 0000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 |
||||
| Facsimile No.: 000-000-0000 Email Address: xxxxxx@xxxxxxxxxxxxxxxx.xxx Attn.: Xxxxxxxx X. Xxxxx |
||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Enable Growth Partners LP |
||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Its: Principal | ||||
| By: | ||||
| Its: | ||||
| Address: Xxx Xxxxx Xxxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 Facsimile No.: 000-000-0000 Email Address: xxxxxxxx@xxxxxxxxxxxxx.xxx Attn.: Xxxx Xxxxxxx |
||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Enable Opportunity Partners LP |
||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Its: Principal | ||||
| By: | ||||
| Its: | ||||
| Address: Xxx Xxxxx Xxxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 Facsimile No.: 000-000-0000 Email Address: xxxxxxxx@xxxxxxxxxxxxx.xxx Attn.: Xxxx Xxxxxxx |
||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Xxxxxx | Diversified Strategy Masters Fund LLC, Ena | |||||
| By: Name: |
/s/ Xxxx Xxxxxxx
|
|||||
| Its: | Principal | |||||
| By: | ||||||
| Its: | ||||||
| Address: Xxx Xxxxx Xxxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 | ||||||
| Facsimile No.: 000-000-0000 Email Address: xxxxxxxx@xxxxxxxxxxxxx.xxx Attn.: Xxxx Xxxxxxx |
||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Fort Xxxxx Master, LP | ||||||
| By: Its: |
/s/ Fort Xxxxx Capital, LLC
|
|||||
| /s/ Xxx German | ||||||
| By: Xxx German Its: Managing Member |
||||||
| Address: 0 Xxxxxxxxxxx Xxxxxx | ||||||
| Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 |
||||||
| Facsimile No.: 000-000-0000 Email Address: xxxxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxx@xxxxxxxxxxxxxxxx.xxx Attn.: Xxxxxxxx Xxxxxx and XX Xxxxx |
||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Fort Xxxxx Partners, LP | ||||||
| By: Its: |
/s/ Fort Xxxxx Capital, LLC
|
|||||
| /s/ Xxx German | ||||||
| By: Xxx German Its: Managing Member |
||||||
| Address: 0 Xxxxxxxxxxx Xxxxxx | ||||||
| Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 |
||||||
| Facsimile No.: 000-000-0000 Email Address: xxxxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxx@xxxxxxxxxxxxxxxx.xxx Attn.: Xxxxxxxx Xxxxxx and XX Xxxxx |
||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Xxxxxx Properties, LLC | ||||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxx
|
|||||
| Its: | Managing Partner | |||||
| Address: 000 Xxxxxxxx Xx., Xxxxx 000 |
||||||
| Xxxxxxxx, XX 00000 | ||||||
| Facsimile No.: 000-000-0000 Email Address: xxxxxxx@xxxxxxx.xxx Attn.: Xxxxxxx X. Xxxxx |
||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Zemurray Foundation | ||||||
| By: Name: |
/s/ Xxxxxx X. Xxxxxx
|
|||||
| Its: | Secretary | |||||
| Address: 000 Xx. Xxxxxxx Xxx. Xxxxx 0000 |
||||||
| Xxx Xxxxxxx, XX 00000 | ||||||
| Facsimile No.: 504-522-2747 Email Address: xxxxxxxxx@xxxxxxx.xxx Attn.: St. Xxxxx X. Xxxxxxx III (Xxxxx) |
||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| The Society for the Relief of Destitute Orphan Boys – AKA Xxxxx Xxxxxx | ||||||
| By: Name: |
/s/ Xxxxx A. M. Xxxxxxxx
|
|||||
| Its: | Authorized Agent | |||||
| Address: 0000 Xxxxx Xxxxxxxxx Xxxxxx |
||||||
| Xxx Xxxxxxx, XX 00000 | ||||||
| Facsimile No.: 504-522-2747 Email Address: xxxxxxxxx@xxxxxxx.xxx Attn.: Xxxxx Xxxxxxx Xx. (Xxxxx) |
||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Karnak Partners LP | ||||||
| By: Its: |
/s/ Xxxxxxx Xxxx
|
|||||
| By: | ||||||
| Its: | ||||||
| Address: 000 0xx Xxx, 00xx Xxxxx |
||||||
| Xxx Xxxx, XX 00000 | ||||||
| Facsimile No.: (000) 000-0000 Email Address: xxxxx@xxxxxxxxxxx.xxx Attn.: Xxxxxxx Xxxx |
||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Xxxxxx-Xxxxxx Profit Sharing Plan | ||||||
| By: | /s/ Xxxxxxx Xxxx
|
|||||
| Its: | Trustee
|
|||||
| By: | ||||||
| Its: | ||||||
| Address: Xxxx Capital L.L.C. | ||||||
| 000 0xx Xxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
||||||
| Facsimile No.: (000) 000-0000 Email Address: xxxxx@xxxxxxxxxxx.xxx Attn.: Xxxxxxx Xxxx |
||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Xxxxxxx Xxxx | ||||||
| By: | /s/ Xxxxxxx Xxxx
|
|||||
| Address: Xxxx Capital LLC | ||||||
| 000 Xxxxx Xxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
||||||
| Facsimile No.: (000) 000-0000 Email Address: xxxxx@xxxxxxxxxxx.xxx Attn.: Xxxxxxx Xxxx |
||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Skylands Quest LLC | ||||||
| By: |
/s/ Skylands Capital, LLC
|
|||||
| Its: | Managing Member
|
|||||
| /s/ Xxxxxx X. Xxxxxxxxx | ||||||
| By: Xxxxxx X. Xxxxxxxxx Its: Vice President |
||||||
| Address: c/o Skylands Capital, LLC | ||||||
| 0000 X. Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
||||||
| Facsimile No.: 000-000-0000 Email Address: xx@xxxxxxxxxxxxxx.xxx; xx@xxxxxxxxxxxxxx.xxx Attn.: Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxx |
||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be
duly executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Skylands Special Investment II LLC | ||||||
| By: | /s/ Skylands Capital, LLC | |||||
| Its: | Managing Member | |||||
| /s/ Xxxxxx X. Xxxxxxxxx | ||||||
| By: Xxxxxx X. Xxxxxxxxx | ||||||
| Its: Vice President | ||||||
| Address: c/o Skylands Capital, LLC | ||||||
| 0000 X. Xxxxxxx Xxxx, Xxxxx 000 | ||||||
| Xxxxxxxxx, XX 00000 | ||||||
| Facsimile No.: 000-000-0000 | ||||||
| Email Address: xx@xxxxxxxxxxxxxx.xxx; | ||||||
| pc@xx@xxxxxxxxxxxxxx.xxx | ||||||
| Attn.: Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxx | ||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Skylands Special Investment LLC | ||||||
| By: | /s/ Skylands Capital, LLC | |||||
| Its: | Managing Member | |||||
| /s/ Xxxxxx X. Xxxxxxxxx | ||||||
| By: Xxxxxx X. Xxxxxxxxx | ||||||
| Its: Vice President | ||||||
| Address: c/o Skylands Capital, LLC | ||||||
| 0000 X. Xxxxxxx Xxxx, Xxxxx 000 | ||||||
| Xxxxxxxxx, XX 00000 | ||||||
| Facsimile No.: 000-000-0000 | ||||||
| Email Address: xx@xxxxxxxxxxxxxx.xxx; | ||||||
| pc@ xxxxxxxxxxxxxx.xxx | ||||||
| Attn.: Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxx | ||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Harbour Holdings Ltd. | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |||||
| Name: Xxxxxx X. Xxxxxxxxx | ||||||
| Its: Vice President | ||||||
| By: | ||||||
| Its: | ||||||
| Address: c/o Skylands Capital, LLC | ||||||
| 0000 X. Xxxxxxx Xxxx, Xxxxx 000 | ||||||
| Xxxxxxxxx, XX 00000 | ||||||
| Facsimile No.: 000-000-0000 | ||||||
| Email Address: xx@xxxxxxxxxxxxxx.xxx; | ||||||
| pc@ xxxxxxxxxxxxxx.xxx | ||||||
| Attn.: Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxx | ||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| UBS X’Xxxxxx LLC FBO X’Xxxxxx PIPES | ||||||
| Corporate Strategies Master Limited | ||||||
| By: | /s/ Xxxxxxxx Nocenho | |||||
| Name: Xxxxxxxx Nocenho | ||||||
| Its: Managing Director | ||||||
| By: | ||||||
| Its: | ||||||
| Address: c/o UBS X’Xxxxxx LLC | ||||||
| Xxx X. Xxxxxx Xxxxx, 00xx Xxxxx | ||||||
| Xxxxxxx, XX 00000 | ||||||
| Facsimile No.:000-000-0000 | ||||||
| Email Address: xxxx.xxxxxxxx@xxx.xxx | ||||||
| Attn.: Xxxx Xxxxxxxx | ||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Atlas Allocation Fund, L.P. | ||||||
| By: | /s/ Atlas Capital Management, L.P. | |||||
| Its: | General Partner | |||||
| By: | /s/ RHA, Inc. | |||||
| Its: | General Partner | |||||
| /s/ Xxxxxx X. Xxxxxx | ||||||
| By: Xxxxxx X. Xxxxxx | ||||||
| Its: President | ||||||
| Address: 000 Xxxxxxxx Xxxxx, Xxxxx 000 | ||||||
| Xxxxxx, XX 00000 | ||||||
| Facsimile No.:000-000-0000 | ||||||
| Email Address: xxxxx@xxxxxxxx.xxx | ||||||
| Attn.: Xxxxx Xxxxxxx | ||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Capital Ventures International | ||||||
| By: | /s/ Heights Capital Management, Inc. | |||||
| Its: | Authorized agent | |||||
| /s/ Xxxxxx Xxxxxxxx | ||||||
| By: Xxxxxx Xxxxxxxx | ||||||
| Its: Investment Manager | ||||||
| Address: c/o Heights Capital Management | ||||||
| 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 | ||||||
| Xxx Xxxxxxxxx, XX 00000 | ||||||
| Facsimile No.: 000-000-0000 | ||||||
| Email Address: xxxxxxxx@xxx.xxx or | ||||||
| xxxxxxxxxxxxxx@xxx.xxx | ||||||
| Attn.: Xxx Xxxxx or Xxxxxx Xxxxxxxx | ||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| Goldring Family Foundation, I | ||||||||
| By: | /s/ Xxxx Xxxxxx | |||||||
| Name: Xxxx Xxxxxx | ||||||||
| Its: Trustee | ||||||||
| By: | ||||||||
| Its: | ||||||||
| Address: | 000 Xxxxxxxxx Xxx | |||||||
| Xxx Xxxxxxx, XX 00000 | ||||||||
| Facsimile No.: 000-000-0000 | ||||||||
| Email Address: xxxxxxxxxx@xxxx-xxx.xxx | ||||||||
| Attn.: Xxxx Xxxxxx | ||||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| Woldenburg Foundation | ||||||||
| By: | /s/ Xxxx Xxxxxx | |||||||
| Name: Xxxx Xxxxxx | ||||||||
| Its: Trustee | ||||||||
| By: | ||||||||
| Its: | ||||||||
| Address: | 000 Xxxxxxxxx Xxx | |||||||
| Xxx Xxxxxxx, XX 00000 | ||||||||
| Facsimile No.: 000-000-0000 | ||||||||
| Email Address: xxxxxxxxxx@xxxx-xxx.xxx | ||||||||
| Attn.: Xxxx Xxxxxx | ||||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| Xxxxx Xxxxxx | ||||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: Xxxxx Xxxxxx | ||||||||
| By: | ||||||||
| Its: | ||||||||
| Address: | 000 Xxxxxxxxx Xxx | |||||||
| Xxx Xxxxxxx, XX 00000 | ||||||||
| Facsimile No.: 000-000-0000 | ||||||||
| Email Address: xxxxxxxxxx@xxxx-xxx.xxx | ||||||||
| Attn.: Xxxx Xxxxxx | ||||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| Xxxx Xxxxxx | ||||||||
| By: | /s/ Xxxx Xxxxxx | |||||||
| Name: Xxxx Xxxxxx | ||||||||
| By: | ||||||||
| Its: | ||||||||
| Address: | 000 Xxxxxxxxx Xxx | |||||||
| Xxx Xxxxxxx, XX 00000 | ||||||||
| Facsimile No.: 000-000-0000 | ||||||||
| Email Address: xxxxxxxxxx@xxxx-xxx.xxx | ||||||||
| Attn.: Xxxx Xxxxxx | ||||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| Xxxxxx Partners LP | ||||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||||
| Its: Chief Financial Officer | ||||||||
| By: | ||||||||
| Its: | ||||||||
| Address: | 000 Xxxx Xxxxxx | |||||||
| Xxx Xxxx, XX 00000 | ||||||||
| Facsimile No.: 000-000-0000 | ||||||||
| Email Address: xxxxxxxx@xxxxxxxxxxxxxx.xxx | ||||||||
| Attn.: Xxxxx Xxxxxxx | ||||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| Xxxxxx-GEPT Partners LP | ||||||||
| By: | /s/ Xxxxx Xxxxxxx | |||||||
| Its: Chief Financial Officer | ||||||||
| By: | ||||||||
| Its: | ||||||||
| Address: | 000 Xxxx Xxxxxx | |||||||
| Xxx Xxxx, XX 00000 | ||||||||
| Facsimile No.: 000-000-0000 | ||||||||
| Email Address: xxxxxxxx@xxxxxxxxxxxxxx.xxx | ||||||||
| Attn.: Xxxxx Xxxxxxx | ||||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| Telemark Fund, LP | ||||||||
| By: | /s/ Xxxxxx X. Xxxxx, Xx. | |||||||
| Name: Xxxxx X. Xxxxx | ||||||||
| Its: Chief Financial Officer | ||||||||
| By: | ||||||||
| Its: | ||||||||
| Address: | Telemark Asset Management, LLC | |||||||
| Xxx Xxxxxxxxxxxxx Xxxxx | ||||||||
| Xxxxx 0000 | ||||||||
| Xxxxxx, XX 00000 | ||||||||
| Facsimile No.: 000-000-0000 | ||||||||
| Email Address: xxxxxx@xxxxxxxxxxxxx.xxx | ||||||||
| Attn.: Xxxxx Xxxxx | ||||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| SRB Greenway Offshore Operating Fund, L.P. | ||||||||
| By: | /s/ SRB Management, L.P. | |||||||
| Its: General Partner | ||||||||
| By: | /s/ BC Advisors, L.L.C. | |||||||
| Its: General Partner | ||||||||
| /s/ Xxxxxx X. Xxxxxx | ||||||||
| By: Xxxxxx X. Xxxxxx | ||||||||
| Its: Member | ||||||||
| Address: | SRB Greenway Offshore Operating | |||||||
| Fund, L.P. | ||||||||
| 000 Xxxxxxxx Xxxxx Xxxxx 0000 | ||||||||
| Xxxxxx, XX 00000 | ||||||||
| Facsimile No.:000-000-0000 | ||||||||
| Email Address: xxxxxx@xxxxxxxxxxxxxxx.xxx | ||||||||
| Attn.: Xxxxxx Xxx | ||||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| SRB Greenway Capital (QP), L.P. | ||||||||
| By: | /s/ SRB Management, L.P. | |||||||
| Its: General Partner | ||||||||
| By: | /s/ BC Advisors, L.L.C. | |||||||
| Its: General Partner | ||||||||
| /s/ Xxxxxx X. Xxxxxx | ||||||||
| By: Xxxxxx X. Xxxxxx | ||||||||
| Its: Member | ||||||||
| Address: | SRB Greenway Capital (QP), L.P. | |||||||
| 000 Xxxxxxxx Xxxxx Xxxxx 0000 | ||||||||
| Xxxxxx, XX 00000 | ||||||||
| Facsimile No.:000-000-0000 | ||||||||
| Email Address: xxxxxx@xxxxxxxxxxxxxxx.xxx | ||||||||
| Attn.: Xxxxxx Xxx | ||||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above.
| 3D SYSTEMS CORPORATION | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| By: | /s/ SRB Management, L.P. | |||||||
| Its: General Partner | ||||||||
| By: | /s/ BC Advisors, L.L.C. | |||||||
| Its: General Partner | ||||||||
| /s/ Xxxxxx X. Xxxxxx | ||||||||
| By: Xxxxxx X. Xxxxxx | ||||||||
| Its: Member | ||||||||
| Address: | SRB Greenway Capital, L.P. | |||||||
| 000 Xxxxxxxx Xxxxx Xxxxx 0000 | ||||||||
| Xxxxxx, XX 00000 | ||||||||
| Facsimile No.: 000-000-0000 | ||||||||
| Email Address: xxxxxx@xxxxxxxxxxxxxxx.xxx | ||||||||
| Attn.: Xxxxxx Xxx | ||||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
