EXHIBIT 10.2
THE SECURITIES EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, HAVE BEEN TAKEN FOR INVESTMENT AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
WARRANT AGREEMENT
This Warrant Agreement (the "Agreement") is made and entered into this
9th day of September, 1996 by and between 3D Systems Corporation, a Delaware
corporation (the "Company"), and Keltool, Inc., a Minnesota corporation (the
"Holder").
In consideration of the premises and mutual covenants contained herein, the
Holder and the Company hereby agree as follows:
1. GRANT OF WARRANT. In consideration of the sum of $100.00 and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company hereby grants to the Holder the right and option (the
"Warrant"), upon the terms and subject to the conditions set forth in this
Agreement, to purchase an aggregate of 50,000 shares of Common Stock, par value
$0.001 per share, (as from time to time adjusted pursuant to Section 4 below,
the "Shares") of the Company for $14.75 per share (the "Exercise Price"). The
number of Shares and the Exercise Price shall be subject to adjustment as set
forth in Section 4 hereof.
2. TERM OF WARRANT. The Warrant shall terminate and expire at 5:00 p.m.
(Los Angeles Time) on September 9, 1999.
3. EXERCISE OF WARRANT. There is no obligation to exercise all or any
portion of the Warrant. The Warrant may be exercised, in whole or in minimum
increments of 10,000 Shares, at any time after the date hereof only by delivery
to the Company of:
3.1 Written notice of exercise in form and substance identical to
Exhibit "A" attached to this Agreement; and
3.2 Payment of the Exercise Price of the Shares being exercised (the
"Purchased Shares"), by (a) wire transfer in immediately available Federal
funds, or (b) in the manner set forth in Section 3.5 below.
3.3 Upon receipt of the Exercise Price therefor, the Company shall
promptly issue in the name of the Holder a certificate evidencing the Purchased
Shares being purchased by such exercise and deliver such certificate to the
address requested in the notice of exercise.
3.4 No fractional shares or scrip representing fractional shares
shall be issued upon the exercise of this Warrant. In lieu of any fractional
share to which the Holder would otherwise be entitled, the Company shall make a
cash payment equal to the Exercise Price multiplied by such fraction.
3.5 Notwithstanding any provisions herein to the contrary, if the
fair market value of one share of Common Stock is greater than the Exercise
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the Holder may elect to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the principal office of the Company, together with
the properly endorsed Notice of Exercise and notice of such election, in which
event the Company shall issue to the Holder a number of shares of Common Stock
computed using the following formula:
Y (A-B)
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X = A
Where X = the number of shares of Common Stock to be issued to the Holder
Y = the number of shares of Common Stock purchasable under the
Warrant or, if only a portion of the Warrant is being exercised,
the portion of the Warrant being canceled (at the date of such
calculation)
A = the fair market value of one share of the Company's Common Stock
(at the date of such calculation)
B = Exercise Price (as adjusted to the date of such calculation)
For purposes of the above calculation, fair market value of one share of
Common Stock shall be determined by the Company's Board of Directors in
good faith; provided, however, that where there exists a public market for
the Company's Common Stock at the time of such exercise, the fair market
value per share shall be the average of the closing bid and asked prices of
the Common Stock quoted in the Over-The-Counter Market Summary or the last
reported sale price of the Common Stock or the closing price quoted on the
Nasdaq National Market or on any exchange on which the Common Stock is
listed, whichever is applicable, as published in the Western Edition of The
Wall Street Journal for the five (5) trading days prior to the date of
determination of fair market value.
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4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF HOLDER. The Holder makes
the following representations, warranties and covenants:
4.1 Holder is acquiring the Warrants for its own account with the
present intention of holding such securities for investment purposes only and
not with a view to, or for sale in connection with, any distribution of such
securities (other than a distribution in compliance with all applicable federal
and state securities laws).
4.2 Holder is an experienced and sophisticated investor and has such
knowledge and experience in financial and business matters that it is capable of
evaluating the relative merits and the risks of an investment in the Warrants
and in the Shares and of protecting its own interests in connection with this
transaction.
4.3 Holder is willing to bear and is capable of bearing the economic
risk of an investment in the Warrants and the Shares.
4.4 The Company has made available, prior to the date of this
Agreement, to Holder the opportunity to ask questions of the Company and its
officers, and to receive from the Company and its officers information
concerning the terms and conditions of the Warrants and this Agreement and to
obtain any additional information with respect to the Company, its business,
operations and prospects, as reasonably requested by the Holder.
4.5 Holder is an "accredited investor" as that term is defined under
Rule 501(a)(8) of Regulation D promulgated by the Securities and Exchange
Commission under the Act.
4.6 For purposes of the application of federal and state securities
laws, Holder acknowledges that the offer and sale of the Warrants to such Holder
occurred in the State of Minnesota and that Holder is a resident of the State of
Minnesota.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.
5.1 The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. The Company has the
requisite corporate power and authority to carry on its business as now being
conducted and to execute, deliver and perform this Agreement and to consummate
the transactions contemplated hereby.
5.2 All corporate action on the part of the Company, its directors
and shareholders necessary for the authorization, execution, delivery and
performance by the Company of this Agreement and the consummation of the
transactions contemplated hereby, has been taken. This Agreement constitutes
the valid and binding obligation of the Company, enforceable in accordance with
its terms, subject to laws of general application relating to
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bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies.
5.3 The execution and delivery of this Agreement by the Company does
not, and the consummation by the Company of the transactions contemplated by
this Agreement will not, constitute or result in a breach or violation of, or
(with or without the giving of notice or the lapse of time) a default under,
(i) the Certificate of Incorporation or By-laws of the Company or (ii) any law
to which the Company is subject.
5.4 The Purchased Shares, when issued in accordance with the terms of
this Warrant, will be duly authorized, issued and nonassessable shares of the
Common Stock of the Company, free and clear of any liens, claims or restrictions
imposed by or through the Company other than as set forth in this Agreement.
5.5 The Company covenants that it will at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the issuance of the Purchased Shares upon exercise of
all or part of the Warrants, such number of shares of Common Stock as shall then
be issuable upon the exercise of all of the Warrants.
5.6 The Company covenants that the Company currently meets the
eligibility requirements for use of Form S-3 for transactions involving
secondary offerings.
6. RESTRICTIONS ON TRANSFER OR EXERCISE OF THE WARRANTS AND SHARES.
Holder shall not sell, transfer (with or without consideration), assign,
pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of
the Purchased Shares unless the Purchased Shares are disposed of pursuant to
and in conformity with an effective registration statement filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), or pursuant to an available
exemption from the registration and prospectus delivery requirements of the
Act, and the proposed disposition will not result in a violation of the
securities laws of any state of the United States.
If requested by the Company, Holder shall, prior to the transfer of such
Purchased Shares, deliver to the Company a written opinion of counsel,
satisfactory to the Company and its counsel, that the proposed disposition
will comply with the requirements set forth in this Section 6.
Any attempted Transfer which is not in full compliance with this Section 6
shall be null and void AB INITIO, and of no force or effect.
The Holder further agrees that any certificate evidencing the Purchased
Shares shall bear the following legend:
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THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF AN
AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER
HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICES OF THE COMPANY.
The Holder further acknowledges and agrees that the Company may, at its
option, place notations evidencing the foregoing restrictions on transfer in its
shareholders register, and may place appropriate "stop transfer" instructions
with its transfer agent, if any.
7. COVENANTS OF HOLDER AND THE COMPANY.
7.1 DEMAND REGISTRATION.
(a) As soon as practical following receipt by the Company of a
written request executed by the Holder and requesting registration of the resale
by Holder of all of the Purchased Shares, the Company shall at its sole cost and
expense file a registration statement with the Commission on Form S-3 or any
successor form, under the Securities Act, covering the issuance of the Shares
issuable to the Holder upon exercise of the Warrant or the resale of the Shares
issuable upon exercise of the Warrant by the Holder. The Company will use its
best efforts to have such registration statement declared effective as soon as
possible thereafter, and shall keep such registration statement current and
effective until such time as the Shares issuable upon exercise of the Warrant
may be sold by the Holder at any time without restriction or pursuant to the
provisions of Rule 144(k) of the Commission or until such earlier date as all of
the Purchased Shares registered pursuant to such registration statement shall
have been sold or otherwise transferred by the Holder to a third party. The
Company shall also prepare and file with the Commission such amendments and
supplements to such registration statement (and the prospectus used in
connection therewith) as may be necessary to update and keep such registration
statement (and the prospectus used in connection therewith) current and
effective for such three-year period and to comply with the provisions of the
Securities Act with respect to the sale of all securities covered by such
registration statement.
(b) The Company shall not be required to effect a registration
pursuant to this Section 7.1: (i) after the Company has effected one (1)
registration pursuant to this Section 7.1, and such registration has either (A)
been declared or ordered effective or (B) the request for such registrations has
been subsequently withdrawn by the Holder (and such withdrawal is not based on
materially adverse information concerning the Company of which the Holder was
not
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reasonably aware at the time of such request), in which case Company shall be
required to effect a registration pursuant to this Section 7.1 upon a
subsequent request of the Holder, but only at the Holder's expense; or (ii)
if the Shares issuable upon exercise of the Warrant may be sold by the Holder
at any time without restriction or pursuant to the provisions of Rule 144(k);
or (iii) if Form S-3 (or a successor or similar form) is not available for
such offering by the Holder; or (iv) if the Company shall furnish to the
Holder following receipt of its written request for registration, a
certificate signed on behalf of the Board of Directors by the Chairman of the
Board stating that in the good faith judgment of the Board of Directors of
the Company, it would be seriously detrimental to the Company and its
shareholders for such registration statement to be filed and it is therefore
essential to defer the filing of such registration statement, in which event
the Company shall have the right to defer such filing for a period of not
more than one hundred eighty (180) days after receipt of the Holder's request
for registration.
7.2 PIGGYBACK REGISTRATION.
(a) The Company shall notify the Holder in writing at least fifteen
(15) days prior to the filing of any registration statement under the Securities
Act for purposes of a public offering of securities of the Company (excluding
registration statements relating to employee benefit plans, business
acquisitions, and corporate reorganizations) and will afford the Holder an
opportunity to include in such registration statement all or part of the
Purchased Shares held by the Holder. If the Holder desires to include in any
such registration statement all or any part of the Purchased Shares held by it,
it shall, within ten (10) days after the above-described notice from the
Company, so notify the Company in writing. Such notice shall state the intended
method of disposition of the Purchased Shares by the Holder. If the Holder
decides not to include all of its Purchased Shares in any registration statement
thereafter filed by the Company, the Holder shall nevertheless continue to have
the right to include any Purchased Shares in any subsequent registration
statement or registration statements as may be filed by the Company with respect
to offerings of its securities, all upon the terms and conditions set forth
herein.
(b) If the registration statement under which the Company gives
notice under this Section 7.2 is for an underwritten offering, the Company
shall so advise the Holder. In such event, the right of the Holder to be
included in a registration pursuant to this Section 7.2 shall be conditioned
upon the Holder's participation in such underwriting and the inclusion of the
Holder's Purchased Shares in the underwriting to the extent provided herein;
and in such case, the Holder shall enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting. Notwithstanding any other provision of the Agreement, if the
underwriter determines in good faith that marketing factors make advisable a
limitation of the number of shares to be underwritten, the number of shares
that may be included in the underwriting shall be allocated, first, to the
Company; second, to all holders (including Holder) entitled pursuant to
written agreements with the Company to register their securities on a pro
rata basis based on the total number of registrable shares of Common Stock
held by all such holders;
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and third, to any shareholder of the Company on a pro rata basis. No such
reduction shall reduce the securities being offered by the Company for its
own account to be included in the registration.
(c) The Company shall have the right to terminate or withdraw any
registration initiated by it under this Section 7.2 prior to the effectiveness
of such registration whether or not the Holder has elected to include securities
in such registration. The expenses of such withdrawn registration shall be
borne by the Company in accordance with Section 7.3 hereof.
(d) The Company shall not be required to effect a registration
pursuant to this Section 7.2 if the Shares issuable upon exercise of the Warrant
may be sold by the Holder at any time without restriction or pursuant to the
provisions of Rule 144(k).
7.3 REGISTRATION PROCEDURES. The following provisions shall also be
applicable at the sole cost and expense of the Company:
(a) Following the effective date of a registration statement
registering the resale of Holder's Purchases Shares pursuant to Section 7.1 or
7.2 above, the Company shall, upon the request of the Holder, forthwith supply
such number of prospectuses meeting the requirements of the Securities Act as
shall be requested by the Holder to permit the Holder to make a public
distribution of all of its Purchased Shares, provided that the Holder shall from
time to time furnish the Company with such appropriate information (relating to
the intentions of the Holder) in connection therewith as the Company shall
request in writing.
(b) The Company shall use its best efforts to register or qualify the
Purchased Shares for sale in such states as the Holder reasonably requests.
(c) The Company shall bear the entire cost and expense of the
registration of securities provided for in this Section (but not the selling
expenses of the Holder).
(d) The Company shall indemnify and hold harmless the Holder from and
against any and all losses, claims, damages and liabilities (including
reasonable fees and expenses of counsel) arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement or any prospectus included therein required to be filed
or furnished by reason of this Section 7 or otherwise or in any application or
other filing under, the Securities Act or any other applicable Federal or state
securities law, or arising out of or based upon any omission or alleged omission
to state therein a material fact required to be stated therein (i.e., in any
such registration statement, prospectus, application or other filing) or
necessary to make the statements therein not misleading, to which such person
may become subject, or any violation or alleged violation by the Company to
which such Person may become subject, under the Securities Act, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or other Federal or state
laws or regulations, at common law or otherwise, except to the extent that as
such losses, claims, damages or liabilities are caused by any such
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untrue statement or alleged untrue statement or omission or alleged omission
based upon written information furnished to the Company by or on behalf of
the Holder expressly for use therein; PROVIDED HOWEVER, that the Holder shall
at the same time indemnify the Company, its directors, each officer signing
the related registration statement, and each person, if any, who controls the
Company within the meaning of the Securities Act, from and against any and
all losses, claims, damages and liabilities (including reasonable fees and
expenses of counsel) arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or any prospectus included therein required to be filed or
furnished by reason of this Section, or otherwise or in any application or
other filing under, the Securities Act or any other applicable Federal or
state securities law, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein
(i.e., in any such registration statement, prospectus, application or other
filing) or necessary to make the statements therein not misleading, to which
such person may become subject, or any violation or alleged violation by the
Holder to which the Company, its directors, each officer signing the related
registration statement, and each person, if any, who controls the Company
within the meaning of the Securities Act, may become subject, under the
Securities Act, the Exchange Act, or other Federal or state laws or
regulations, at common law or otherwise, to the extent that as such losses,
claims, damages or liabilities are caused by any such untrue statement or
alleged untrue statement or omission or alleged omission based upon written
information furnished to the Company by or on behalf of the Holder expressly
for use therein.
(e) In the event any person entitled to indemnification hereunder
receives in writing a complaint, claim or other written notice of any loss,
claim, damage, liability or action giving rise to a claim for indemnification
under Section 7.3(d), the person claiming indemnification under Section
7.3(d) shall promptly notify the person or persons against whom
indemnification is sought (the "Indemnitor") of such complaint, notice, claim
or action, and the Indemnitor shall have the right to investigate and defend
any such loss, claim, damage, liability or action. The person claiming
indemnification shall have the right to employ separate counsel in any such
action and to participate in the defense thereof but the fees and expenses of
such counsel shall not be at the expense of the Indemnitor. In no event
shall the Indemnitor be obligated to indemnify any person for any settlement
of any claim or action effected without the Indemnitor's consent, which
consent shall not be unreasonably withheld.
8. DISPUTES.
8.1 ARBITRATION.
(a) Except as otherwise expressly provided for in Section 8.3
below, all disputes arising in connection with this Agreement shall be finally
settled by arbitration in Los Angeles County, California, in accordance with the
rules of the American Arbitration Association (the "Rules of Arbitration") and
judgment on the award rendered by the arbitration panel (the "Arbitration
Panel") may be entered in any court or tribunal of competent jurisdiction.
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(b) Any party which desires to initiate arbitration proceedings
as provided in Section 8.1(a) above may do so by delivering written notice to
the other party (the "Arbitration Notice") specifying (A) the nature of the
dispute or controversy to be arbitrated, (B) the name and address of the
arbitrator appointed by the party initiating such arbitration and (C) such other
matters as may be required by the Rules of Arbitration.
(c) The party who receives an Arbitration Notice shall appoint
an arbitrator and notify the initiating party of such arbitrator's name and
address within 30 days after delivery of the Arbitration Notice; otherwise, a
second arbitrator shall be appointed at the request of the party who delivered
the Arbitration Notice as provided in the Rules of Arbitration. The two
arbitrators so appointed shall appoint a third arbitrator who shall be the
chairman or the Arbitration Panel and who shall be of American nationality.
Should the arbitrators appointed by the parties not agree upon the appointment
of the third arbitrator within 30 days of their appointment, the third shall be
appointed in accordance with the Rules of Arbitration.
(d) In any arbitration proceeding conducted pursuant to the
provisions of this Section 8, both parties shall have the right to discovery, to
call witnesses and to cross-examine the opposing party's witnesses, either
through legal counsel, expert witnesses or both, and such proceedings shall be
conducted in the English language.
8.2 FINALITY OF DECISION. All decisions of the Arbitration Panel
shall be final, conclusive and binding on all parties and shall not be subject
to judicial review. The arbitrator shall divide all costs (other than fees of
counsel) incurred in conducting the arbitration proceeding and the final award
in accordance with what they deem just and equitable under the circumstances.
8.3 LIMITATIONS. Notwithstanding anything to the contrary contained
in Sections 8.1 and 8.2 above, any claim by either party for injunctive or other
equitable relief, including specific performance, may be brought in any court of
competent jurisdiction and any judgment, order or decree relating thereto shall
have precedence over any arbitral award or proceeding.
9. MISCELLANEOUS PROVISIONS.
9.1 FURTHER ASSURANCES. The Company and the Holder agree to execute
such further documents or instruments and to take such other actions as are
necessary to carry out the transactions contemplated by this Agreement and the
other agreements referred to herein.
9.2 NOTICES. Any and all notices and other communications to be
served hereunder shall be either delivered (i) by hand; (ii) by prepaid
overnight delivery service; or (iii) by certified or registered mail, postage
pre-paid, in each case, addressed as follows:
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If to the Holder:
Keltool, Inc.
c/o Wayne O. Duescher
561 Shoreview Park Road
St. Paul, MN 55126
With a copy to:
Winthrop & Weinstine
3000 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, MN 55402
Attn: Richard A. Hoel, Esq.
If to the Company:
3D Systems Corporation
26081 Avenue Hall
Valencia, California 91355
Attention: A. Sidney Alpert, Esq.
with a copy to:
Troop Meisinger Steuber & Pasich
10940 Wilshire Blvd., Suite 800
Los Angeles, CA 90024
Attn: Murray Markiles, Esq.
or at such other address and to the attention of such other person as any party
hereto may designate by written notice to the other in accordance with the terms
hereof.
Any such notice shall be effective (i) if delivered by hand, when
personally delivered; (ii) if given by overnight delivery service, on the
business day following deposit with such service addressed as aforesaid; or
(iii) if given by registered or certified mail, 72 hours after deposit in the
mail postage pre-paid, addressed as aforesaid.
9.3 AMENDMENT; WAIVER. This Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their respective
successors, heirs and personal representatives. No provision of this Agreement
may be amended or waived unless in writing
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signed by all of the parties to this Agreement. Waiver of any one provision
of this Agreement shall not be deemed to be a waiver of any other provision.
9.4 GOVERNING LAW. This Agreement shall be governed by and construed
both as to validity and performance and enforced in accordance with the laws of
the State of California without giving effect to the choice of law principles
thereof. Each of the parties hereto hereby waive their right to a jury trial
with respect to any such legal actions.
9.5 ATTORNEYS' FEES. If any action, suit or other proceeding is
instituted to remedy, prevent or obtain relief from a default in the performance
by any party of its obligations under this Agreement, the prevailing party shall
recover all of such party's costs and reasonable attorneys' fees incurred in
each and every such action, suit or other proceeding, including any and all
appeals or petitions therefrom.
9.6 NO FINDERS. The parties each agree to indemnify and hold
harmless the other against any expense incurred by reason of any consulting,
brokerage commission or finder's fee alleged to be payable to any person in
connection with the transactions contemplated hereby because of any act,
omission or statement of indemnifying party or any dealings by the indemnifying
party with any consultant, broker or finder.
9.7 EXPENSES. Each of the parties shall pay its own expenses
incurred in connection with the preparation of this agreement and the
consummation of the transactions contemplated hereby.
9.8 RECAPITALIZATIONS. The grant of the Warrant shall not affect
in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes in its capital or business
structure, or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.
9.9 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be or become
prohibited or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
9.10 HEADINGS. The section and subsection headings contained in this
Agreement are included for convenience only and form no part of the agreement
between the parties.
9.11 COUNTERPARTS. This Agreement may be executed in several
counterparts, all of which together shall constitute one agreement binding on
all parties hereto, notwithstanding that all of the parties have not signed the
same counterpart.
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9.12 SURVIVAL. The provisions of Section 7.3(d), Section 7.3(e),
Section 8 and Section 9 shall survive termination of this Agreement.
9.13 ENTIRE AGREEMENT. This Agreement constitutes and embodies the
entire understanding and agreement of the parties hereto relating to the subject
matter hereof and there are no other agreements or understandings, written or
oral, in effect between the parties relating to such subject matter except as
expressly referred to herein.
9.14 INTERPRETATION. In all matters of interpretation, whenever
necessary to give effect to any provision of this Agreement, each gender
shall include the others, the singular shall include the plural, and the
plural shall include the singular. The titles of the paragraphs of this
Agreement are for convenience only and shall not in any way affect the
interpretation of any provision or condition of this Agreement. Each party
and its counsel have reviewed and revised this Agreement. As a result, the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any amendments or exhibits thereto.
IN WITNESS WHEREOF, the parties have entered into and executed this Warrant
Agreement as of the date first above written.
3D SYSTEMS CORPORATION
By:
----------------------
Its:
----------------------
KELTOOL, INC. ("HOLDER")
----------------------------
By: Wayne O. Duescher
Its: President
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EXHIBIT "A"
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT)
TO: 3D Systems Corporation
The undersigned hereby irrevocably elects (to the extent indicated herein)
to exercise the purchase right represented by the Warrant granted to the
undersigned on September __, 1996 and to purchase thereunder ___________ shares
of Common Stock of 3D Systems Corporation, a Delaware corporation (the
"Company"). The closing of the exercise of the purchase right shall take place
at _____ on _________________, 199_ at the principal executive office of the
Company located at 26081 Avenue Hall, Valencia, California 91355.
The undersigned represents that it (a) is acquiring the Common Stock for
its own account with the present intention of holding such securities for
investment purposes only and not with a view to, or for sale in connection with,
any distribution of such securities (other than a distribution in compliance
with all applicable federal and state securities laws); and (b) is an
"accredited investor" as that term is defined under Rule 501(a)(8) of
Regulation D promulgated by the Securities and Exchange Commission under
the Securities Act.
KELTOOL, INC.
----------------------------
By:
------------------------
Its:
-----------------------
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