0000950144-07-005832 Sample Contracts

FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 20th, 2007 • 3d Systems Corp • Services-prepackaged software • New York

Whenever the phrase “to my knowledge” is used herein, I intend to signify that I am not consciously aware at this time of facts inconsistent with such opinion without any special or additional investigation undertaken for purposes of this opinion; no constructive or imputed knowledge is within the coverage of any such opinion.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 20th, 2007 • 3d Systems Corp • Services-prepackaged software • New York

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.

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