December 30, 2005 U.S. Stock Transfer Corporation 1745 Gardena Ave. Glendale, CA 91204-2991 Attention: Syed Hussaini RE: EARTHSHELL Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement (the "Securities Purchase...Earthshell Corp • January 11th, 2006 • Paperboard containers & boxes
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of December 30, 2005 EARTHSHELL CORPORATION, a Delaware corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof...Escrow Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes • New Jersey
Recitals:Termination Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 30, 2005, by and among EARTHSHELL CORPORATION, a Delaware corporation (the "Company"), and the Buyers listed on Schedule I attached hereto...Securities Purchase Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes • New Jersey
AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement"), is entered into and made effective on December 30, 2005, by and between EARTHSHELL CORPORATION, a Delaware corporation located at 1301 York Road,...Security Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes • New Jersey
No. CCP-1 $4,500,000 EARTHSHELL CORPORATION Secured Convertible Debenture Due December 30, 2008 This Secured Convertible Debenture (the "Debenture") is issued by EARTHSHELL CORPORATION, a Delaware corporation (the "Obligor"), to CORNELL CAPITAL...Earthshell Corp • January 11th, 2006 • Paperboard containers & boxes
INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 30, 2005, by and among EARTHSHELL CORPORATION, a Delaware corporation (the "Company"), and the undersigned investors listed on Schedule...Investor Registration Rights Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes • New Jersey
LOCKUP AGREEMENT The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the expiration of the Pledge and Escrow Agreement (the "Pledge and Escrow Agreement") dated as of December ___, 2005 between Benton Wilcoxon...Lockup Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes
