Registration Rights Agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT 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 ina ...