Exhibit 10.1
    

    
      

      

      

      


    

    

    



    
      

      

      

      

      

      

      

      

      

      

      SECURITIES PURCHASE AGREEMENT


DATED AS OF OCTOBER
      22, 2009


BY AND BETWEEN


PHOTOMEDEX,
      INC.


AND


THE PURCHASER LISTED ON
THE
      SIGNATURE PAGE HERETO











    

    

    



    
      


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      

      Table of Contents
    

    

    

    
    	
          1.
        	
          Authorization of Sale of the Shares
        	
          1
        
	
          2.
        	
          Agreement to Sell and Purchase the Shares
        	
          1
        
	
          3.
        	
          Delivery of the Shares at the Closings
        	
          
            3
          

        
	
          4.
        	
          Conditions to the Closings
        	
          
            3
          

        
	
          5.
        	
          Representations and Warranties of the Company
        	
          5
        
	
          6.
        	
          Representations and Warranties of the Purchaser
        	
          
            12
          

        
	
          7.
        	
          Survival of Representations, Warranties and Covenants
        	
          
            12
          

        
	
          8.
        	
          Registration of the Shares; Compliance with the Securities Act
        	
          
            12
          

        
	
          9.
        	
          Preparation of Proxy Statement; Company Stockholders Meeting
        	
          
            13
          

        
	
          10.
        	
          Fees
        	
          
            15
          

        
	
          11.
        	
          Notices
        	
          
            15
          

        
	
          12.
        	
          Changes
        	
          
            16
          

        
	
          13.
        	
          Headings
        	
          
            16
          

        
	
          14.
        	
          Severability
        	
          
            16
          

        
	
          15.
        	
          Governing Law
        	
          
            16
          

        
	
          16.
        	
          Counterparts
        	
          
            16
          

        
	
          17.
        	
          Entire Agreement
        	
          
            16
          

        
	
          18.
        	
          Assignment
        	
          
            16
          

        
	
          19.
        	
          Further Assurances
        	
          
            16
          

        
	
          20.
        	
          Independent Nature of Purchaser’s Obligations and Rights
        	
          
            16
          

        
	
          
            Appendix I: Stock Certificate Questionnaire
          

        	
          
            19
          

        
	
          
            Appendix II: Accredited Investor Questionnaire
          

        	
          
            20
          

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SECURITIES PURCHASE AGREEMENT
    

    
      THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is
      made as of the 22nd day of October 2009, by and between
      PhotoMedex, Inc., a Delaware corporation (the “Company”),
      and the purchaser whose name and address is set forth on the signature
      page hereto (the “Purchaser”).
    

    
      WHEREAS, subject to the terms and conditions set forth in this Agreement
      and pursuant to Section 4(2) of the Securities Act (as defined below),
      and Rule 506 promulgated thereunder, the Company desires to issue and
      sell to the Purchaser, and the Purchaser desires to purchase from the
      Company, shares (the “Purchased Shares”) of the Company’s
      Common Stock, par value $0.01 per share (“Common Stock”).
    

    
      NOW, THEREFORE, IN CONSIDERATION of the foregoing and the mutual
      covenants contained herein and other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the
      Company and the Purchaser hereby agree as follows:
    

    
      1)  Authorization of Sale of the Shares.
    

    
          a)  Subject to the terms and conditions of this Agreement, the
      Company has authorized the issuance and sale of up to an aggregate of
      9,100,000 shares (the “Shares”) of Common Stock, which
      issuance and sale shall be effected in two tranches (the “Offering”).  The
      Company reserves the right to increase or decrease the number of Shares
      sold in the Offering.
    

    
          b)  The Shares to be issued and sold to the Purchaser at the First
      Tranche Closing (as defined in Section 3(a) hereof) are sometimes
      referred to herein as the “First Tranche Shares.”  The
      Shares to be issued and sold to the Purchaser at the Second Tranche
      Closing (as defined in Section 3(b) hereof) are sometimes
      referred to herein as the “Second Tranche Shares.”
    

    
      2)  Agreement to Sell and Purchase the Shares.
    

    
          a)  Purchase and Sale of Shares.  At
      each of the First Tranche Closing and the Second Tranche Closing, the
      Company will issue and sell to the Purchaser, and the Purchaser will buy
      from the Company, upon the terms and conditions hereinafter set forth,
      that number of First Tranche Shares, if any, and Second Tranche Shares,
      if any, as is set forth below at the purchase price set forth below:


    

    
    	

        	
          
            Number of Shares to
be Purchased
          

        	
          
            Price Per Share
in Dollars
          

        	
          
            Aggregate Price
          

        
	

        	

        	

        	
           
        
	
          First Tranche Shares
        	
          _______
        	
          $0.65
        	
          $______
        
	

        	

        	

        	
           
        
	
          Second Tranche Shares
        	
          _______
        	
          $0.65
        	
          $______
        


    

    
      For the purposes of clarity, if the Purchaser is not obligated to
      purchase any First Tranche Shares or Second Tranche Shares (as indicated
      in the table above), then the provisions of this Agreement relating to
      the First Tranche Shares and the First Tranche Closing or the Second
      Tranche Shares and the Second Tranche Closing, as applicable, shall not
      be applicable to the Purchaser.
    

    

    

    
      
        

        

      

      
        
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          b)  Other Purchasers; Agreements.  The
      Company proposes to enter into securities purchase agreements
      substantially similar to this Agreement with certain other investors
      concurrently herewith (each, an “Other Purchaser” and
      collectively, the “Other Purchasers”) and expects to
      complete sales of the Shares to them concurrently with the Closings (as
      defined in Section 3(b) hereof).  The Purchaser and the Other
      Purchasers are sometimes collectively referred to herein as the “Purchasers,”
      and this Agreement and the purchase agreements executed by the Other
      Purchasers are sometimes collectively referred herein to as the “Agreements.”
    

    
          c)  Perseus Right of First Refusal.  Notwithstanding
      contained herein to the contrary,  
    

    
              i)  the number of First Tranche Shares to be purchased by the
      Purchaser at the First Tranche Closing or the number of Second Tranche
      Shares to be purchased by the Purchaser at the Second Tranche Closing,
      as applicable, shall be reduced to the extent that Perseus Partners VII,
      L.P. (“Perseus”) exercises its right of first refusal to
      purchase its pro rata share of the Shares to be issued at such Closing
      pursuant to Section 5.24 of the Securities Purchase Agreement, dated as
      of August 4, 2008, by and between the Company and Perseus, as amended
      (the “Perseus Securities Purchase Agreement”) as follows:
    

    
      First Tranche Closing Cutback:  Cutback Number of First Tranche Shares =
      First Tranche Shares * (1-(Shares to be purchased by Perseus at the
      First Tranche Closing/Aggregate number of Shares to be sold by the
      Company at the First Tranche Closing))
    

    
      Second Tranche Closing Cutback:  Cutback Number of Second Tranche Shares
      = Second Tranche Shares * (1-(Shares to be purchased by Perseus at the
      Second Tranche Closing/Aggregate number of Shares to be sold by the
      Company at the Second Tranche Closing))
    

    
      The number of shares as determined by the formula above shall be
      referred to for all purposes of this Agreement as the “First Tranche
      Shares” or the “Second Tranche Shares,” as applicable.
    

    
             ii)  this Agreement shall automatically terminate and be of no
      further force or effect, without any action on the part of the Company
      or the Purchaser, immediately upon Perseus providing irrevocable notice
      to the Company that it is exercising its right of first refusal to
      purchase all, but not less than all, of the Shares pursuant to Section
      5.12 of the Perseus Securities Purchase Agreement.  
    

    
      The Company notes that the period of ten (10) business days in which
      Perseus had to exercise either of its rights of first refusal has
      expired, and Perseus did not amend its earlier indication that it would
      not exercise either of its rights of first refusal.
    

    
          d)  Purpose; Use of Proceeds.  The
      purpose of the Offering is to raise sufficient equity capital in order
      to enable the Company to remain solvent and continue as a going
      concern.  The Company will use the proceeds from the sale of the Shares
      in the Offering to pay down outstanding accounts payable to vendors and
      service providers, to meet near-term debt service requirements, to
      redirect and refocus its business plan, and otherwise to apply to
      general working capital purposes.
    

    

    

    
      
        

        

      

      
        
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      3)  Delivery of the Shares at the Closings.
    

    
          a)  First Tranche Closing.  The
      completion of the purchase and sale of the First Tranche Shares (the “First
      Tranche Closing”) shall occur at the offices of Morgan, Lewis &
      Bockius LLP, Philadelphia, PA 19103, on the second business day
      following the satisfaction or waiver of the conditions to the First
      Tranche Closing set forth in Section 4(a) and Section 4(b),
      or on such later date or at such different location as the parties
      hereto shall agree in writing (the “First Tranche Closing Date”).
    

    
          b)  Second Tranche Closing.  The
      completion of the purchase and sale of the Second Tranche Shares (the “Second
      Tranche Closing” and, together with the First Tranche Closing, the “Closings”)
      shall occur at the offices of Morgan, Lewis & Bockius LLP, Philadelphia,
      PA 19103, on the second business day following the satisfaction or
      waiver of the conditions to the Second Tranche Closing set forth in Section
      4(a) and Section 4(b), or on such later date or at such
      different location as the parties hereto shall agree in writing (the “Second
      Tranche Closing Date” and, together with the First Tranche Closing
      Date, the “Closing Dates”).
    

    
          c)  Transactions to be Effected at
      the Closings.  At each of the Closings, the Company shall deliver to
      the Purchaser one or more stock certificates registered in the name of
      the Purchaser therein, or, if so indicated on the Stock Certificate
      Questionnaire attached hereto as Appendix I (the “Purchaser
      Questionnaire”), in such nominee name(s) as designated by the
      Purchaser, representing the number of the First Tranche Shares, in the
      case of the First Tranche Closing, and the Second Tranche Shares, in the
      case of the Second Tranche Closing, set forth in Article 2 hereof
      bearing an appropriate legend referencing that such Shares have not been
      registered under the Securities Act of 1933, as amended (the “Securities
      Act”) as provided in Section 6(f).  
    

    
      4)  Conditions to the Closings.
    

    
          a)  Conditions Precedent to
      Obligations of the Company.
    

    
              i)  Conditions
      Precedent to Each of the Closings.  The Company’s obligation to
      complete the sale of the Shares and to deliver the stock certificates
      evidenced thereby to the Purchaser at each of the First Tranche Closing
      and the Second Tranche Closing shall be subject to the following
      conditions, any one or more of which may be waived by the Company:
    

    
                 (1)  receipt by the Company of same-day funds in the full
      amount of the purchase price for the First Tranche Shares, in the case
      of the First Tranche Closing, or the Second Tranche Shares, in the case
      of the Second Tranche Closing, being purchased hereunder;
    

    
                 (2)  each of the representations and warranties of the
      Purchaser made herein shall be accurate in all material respects (except
      for such representations and warranties which already have been
      qualified as to materiality, which shall be true and correct in all
      respects) as of the date of this Agreement and as of the First Tranche
      Closing Date or the Second Tranche Closing Date, as the case may be,
      except any such representations and warranties that expressly relate to
      a specified date, in which case, as of such specified date;
    

    

    

    
      
        

        

      

      
        
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                 (3)  the fulfillment in all material respects of those
      undertakings of the Purchaser to be fulfilled prior to the First Tranche
      Closing Date or the Second Tranche Closing Date, as the case may be;
    

    
                 (4)  no proceeding challenging this Agreement or any of the
      Agreements with any of the Other Purchasers or the transactions
      contemplated hereby or thereby or seeking to prohibit, alter, prevent or
      materially delay either of the Closings shall have been instituted or
      shall be pending before any court, arbitrator or governmental body,
      agency or official;
    

    
                 (5)  the sale of the First Tranche Shares, in the case of the
      First Tranche Closing, and the Second Tranche Shares, in the case of the
      Second Tranche Closing, shall not be prohibited by any law or
      governmental order or regulation; and
    

    
                 (6)  the Purchaser shall have completed and delivered to the
      Company, or caused to be completed and delivered, the Accredited
      Investor Questionnaire attached hereto as Appendix II (the “Accredited
      Investor Questionnaire”).
    

    
             ii)  Condition
      Precedent to the First Tranche Closing.  The Company’s obligation to
      complete the sale of the First Tranche Shares and to deliver the stock
      certificates evidenced thereby to the Purchaser at the First Tranche
      Closing shall be subject to the following conditions, any of which may
      be waived by the Company: (A) the receipt by the Company of an exemption
      pursuant to NASDAQ Listing Rule 5635(f) from the stockholder approval
      requirements of NASDAQ Listing Rule 5635 with respect to the sale of the
      First Tranche Shares at the First Tranche Closing (the “NASDAQ
      Approval Exemption”), (B) ten calendar days shall have passed after
      the Company both made the public announcement and mailed the stockholder
      letter, each regarding the Offering and the receipt by the Company of
      the NASDAQ Approval Exemption as required by NASDAQ Listing Rule 5635(f)
      and (C) the expiration of the ten business day acceptance/agreement
      periods referred to in Sections 5.12(b) and 5.24(b) of the Perseus
      Securities Purchase Agreement.
    

    
            iii)  Condition
      Precedent to the Second Tranche Closing.  The Company’s obligation
      to complete the sale of the Second Tranche Shares and to deliver the
      stock certificates evidenced thereby to the Purchaser at the Second
      Tranche Closing shall be subject to the Company obtaining the
      Stockholder Approval (as defined in Section 9(c) hereof) at the
      Company Stockholders Meeting (as defined in Section 9(b)
      hereof).  The condition set forth in this Section 4(a)(iii) may be
      waived by the Company.
    

    
          b)  Conditions Precedent to
      Obligations of the Purchaser.  The Purchaser’s obligation to accept
      delivery of the stock certificates described in Section 3(c)
      hereof and to pay for the Shares evidenced thereby at each of the First
      Tranche Closing and the Second Tranche Closing shall be subject to the
      following conditions, any one or more of which may be waived by the
      Purchaser:
    

    

    

    
      
        

        

      

      
        
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                 (1)  each of the representations and warranties of the
      Company made herein shall be accurate in all material respects (except
      for such representations and warranties which already have been
      qualified as to materiality, which shall be true and correct in all
      respects) as of the date of this Agreement and as of the First Tranche
      Closing Date or the Second Tranche Closing Date, as the case may be,
      except any such representations and warranties that expressly relate to
      a specified date, in which case, as of such specified date;
    

    
                 (2)  the fulfillment in all material respects of those
      undertakings of the Company to be fulfilled prior to the First Tranche
      Closing Date or the Second Tranche Closing Date, as the case may be;
    

    
                 (3)  the delivery to the Purchaser of a certificate executed
      by the chief executive officer of the Company, dated as of the First
      Tranche Closing Date or the Second Tranche Closing Date, as the case may
      be, to the effect that the representations and warranties of the Company
      set forth in Article 5 hereof are true and correct in all
      material respects (except for such representations and warranties which
      already have been qualified as to materiality, which shall be true and
      correct in all respects) as of the date of this Agreement and as of the
      First Tranche Closing Date or the Second Tranche Closing Date, as the
      case may be, except any such representations and warranties that
      expressly relate to a specified date, in which case, as of such
      specified date, (except for such changes or modifications as are
      specified therein) and that the Company has, in all material respects,
      complied with all the agreements and satisfied all the conditions herein
      on its part to be performed or satisfied on or prior to the First
      Tranche Closing Date or the Second Tranche Closing Date, as the case may
      be;
    

    
                 (4)  no proceeding challenging this Agreement or any of the
      Agreements with any of the Other Purchasers or the transactions
      contemplated hereby or thereby or seeking to prohibit, alter, prevent or
      materially delay the either of the Closings shall have been instituted
      or shall be pending before any court, arbitrator or governmental body,
      agency or official;
    

    
                 (5)  the sale of Shares shall not be prohibited by any
      applicable law or governmental order or regulation; and
    

    
                 (6)  the Common Stock shall be listed for trading or quoted
      on an Eligible Market and the Purchased Shares duly approved for listing
      or quotation thereon.  For the purposes of this Section 4(b)(6),
      “Eligible Market” shall mean (A) the Nasdaq Global Select Market, (B)
      the Nasdaq Global Market, (C) The Nasdaq Capital Market, (D) the New
      York Stock Exchange, Inc., (E) the American Stock Exchange or (F) the
      OTC Bulletin Board.
    

    
      5)  Representations and Warranties of the Company.  The
      Company hereby represents and warrants to, and covenants with, the
      Purchaser as follows:
    

    
          a)  Organization and Qualification.  The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and the Company is
      qualified to do business as a foreign corporation in each jurisdiction
      in which qualification is required, except where failure to so qualify
      would not reasonably be expected to have a Material Adverse Effect (as
      defined below).  For purposes of this Agreement, the term “Material
      Adverse Effect” shall mean a material adverse effect upon the
      business, financial condition, properties or results of operations of
      the Company and its Subsidiaries, taken as a whole.
    

    

    

    
      
        

        

      

      
        
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          b)  Authorized Capital Stock.  As
      of the date hereof, (i) the authorized capital stock of the Company
      consists of 21,428,572 shares of Common Stock of which 9,033,175 shares
      are issued and outstanding, (ii) there are outstanding options granted
      pursuant to the Company’s stock option plans to purchase a total of
      954,344 shares of Common Stock, (iii) there are available for issuance
      under the Company’s stock option and purchase plans a total of 338,591
      shares of Common Stock, as to which all but 25,000 shares have suspended
      from issuance unless and until the stockholders of the Company authorize
      an increase in the Company’s shares of authorized common stock, (iv)
      there are outstanding warrants to purchase 1,524,461 shares of Common
      Stock, and (v) there are outstanding convertible promissory notes
      convertible into 3,626,838 shares of Common Stock.  The issued and
      outstanding shares of the Company’s Common Stock have been duly
      authorized and validly issued, are fully paid and nonassessable, have
      been issued in compliance with all federal and state securities laws,
      were not issued in violation of or subject to any preemptive rights or
      other rights to subscribe for or purchase securities, and conform in all
      material respects to the description thereof contained in the Securities
      Filings (as defined in Section 5(f) hereof).  Except as disclosed
      in the Securities Filings (as defined below) and except for Shares
      issuable under other Agreements, the Company does not have outstanding
      any options to purchase, or any preemptive rights or other rights to
      subscribe for or to purchase, any securities or obligations convertible
      into, or any contracts or commitments to issue or sell, shares of its
      capital stock or any such options, rights, convertible securities or
      obligations.  The description of the Company’s stock, stock bonus and
      other stock plans or arrangements and the options or other rights
      granted and exercised thereunder set forth in the Securities Filings
      accurately and fairly presents all material information with respect to
      such plans, arrangements, options and rights, as of the dates for which
      such information is given, that is required by the Securities Exchange
      Act of 1934, as amended (the “Exchange Act”), and the rules
      and regulations promulgated thereunder to be so described.  With respect
      to each subsidiary of the Company (each a “Subsidiary” and
      collectively, “Subsidiaries”), (x) all the issued and
      outstanding shares of such Subsidiary’s capital stock have been duly
      authorized and validly issued, are fully paid and nonassessable, have
      been issued in compliance with applicable law, were not issued in
      violation of or subject to any preemptive rights or other rights to
      subscribe for or purchase securities, and (y) there are no outstanding
      options to purchase, or any preemptive rights or other rights to
      subscribe for or to purchase, any securities or obligations convertible
      into, or any contracts or commitments to issue or sell, shares of such
      Subsidiary’s capital stock or any such options, rights, convertible
      securities or obligations.
    

    
          c)  Issuance, Sale and Delivery of
      the Shares.  The Shares, when issued, delivered and paid for in the
      manner set forth in this Agreement, will be duly authorized, validly
      issued, fully paid and nonassessable and shall be free and clear of all
      encumbrances and restrictions except for restrictions on transfer set
      forth in this Agreement or imposed by applicable federal and state
      securities laws.  No preemptive rights or other rights to subscribe for
      or purchase exist with respect to the issuance and sale of the Shares by
      the Company pursuant to this Agreement.  Except for the Stockholder
      Approval, no further approval or authority of the stockholders of the
      Company or the Board of Directors of the Company (the “Board”)
      will be required for the issuance and sale of the Shares to be sold by
      the Company as contemplated herein.
    

    

    

    
      
        

        

      

      
        
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          d)  Due Execution, Delivery and
      Performance of this Agreement.  The Company has all requisite
      corporate power and authority to enter into this Agreement and perform
      the transactions contemplated hereby.  This Agreement has been duly
      authorized, executed and delivered by the Company.  The execution,
      delivery and performance of this Agreement by the Company and the
      consummation of the transactions contemplated herein will not (i)
      violate any provision of the certificate of incorporation or bylaws of
      the Company or its Subsidiaries, (ii) to the Company’s knowledge,
      conflict with or result in a violation of any statute or any judgment,
      decree, order, rule or regulation of any court or any regulatory body,
      administrative agency or other governmental body applicable to the
      Company or its Subsidiaries or any of their respective properties,
      except for any conflict or violation that would not reasonably be
      expected to have a Material Adverse Effect, or (iii) to the Company’s
      knowledge, result in the creation of any lien, charge, security interest
      or encumbrance upon any assets of the Company or its Subsidiaries
      pursuant to the terms or provisions of, or conflict with, result in the
      breach or violation of, or constitute, either by itself or upon notice
      or the passage of time or both, a default under any agreement or give to
      others any rights of termination, amendment, acceleration or
      cancellation (with or without notice, lapse of time or both) of any
      agreement, mortgage, deed of trust, lease, franchise, license indenture,
      permit or other instrument to which the Company or its Subsidiaries is a
      party or by which the Company or its Subsidiaries or any of their
      respective properties may be bound or affected, except, in each case,
      for any lien, charge, security interest, encumbrance, conflict, breach,
      violation or default that would not reasonably be expected to have a
      Material Adverse Effect.  No consent, approval, authorization or other
      order of any court, regulatory body, administrative agency or other
      governmental body is required for the execution and delivery of this
      Agreement by the Company or the consummation of the transactions
      contemplated by this Agreement, except for compliance with, and making
      the applicable filings under, the blue sky laws and federal securities
      laws applicable to the private placement of the Shares and the receipt
      of the NASDAQ Approval Exemption.  Upon the execution and delivery of
      this Agreement, and assuming the valid execution thereof by the
      Purchaser, this Agreement will constitute a valid and binding obligation
      of the Company, enforceable in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting creditors’ and
      contracting parties’ rights generally and except as enforceability may
      be subject to general principles of equity (regardless of whether such
      enforceability is considered in a proceeding in equity or at law) and
      except as the indemnification provisions in Section 8(f) hereof
      may be limited by federal or state securities laws or the public policy
      underlying such laws.
    

    
          e)  Securities Filings.
    

    
              i)  The information contained in the following documents did
      not, as of the date of the applicable document, include any untrue
      statement of a material fact or omit to state any material fact required
      to be stated therein or necessary to make the statements therein, in the
      light of the circumstances in which they were made, not misleading, as
      of their respective filing dates or, if amended, as so amended (the
      following documents, collectively, the “Securities Filings”):
    

    

    

    
      
        

        

      

      
        
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                 (1)  the Company’s Annual Report on Form 10-K for the year
      ended December 31, 2008;
    

    
                 (2)  the Company’s Quarterly Reports on Form 10-Q for the
      quarters ended March 31, 2009 and June 30, 2009;
    

    
                 (3)  the Company’s Current Reports on Form 8-K filed with the
      SEC on January 26, 2009, February 27, 2009, March 5, 2009, March 20,
      2009 (but only the information set forth in Item 5.02 thereof), April
      14, 2009 (but only the information set forth in Item 5.02 thereof),
      April 18, 2009, July 7, 2009 and August 12, 2009;
    

    
                 (4)  the Company’s Amended Current Reports on Form 8-K, both
      filed with the SEC on May 14, 2009; and
    

    
                 (5)  Any future filings the Company makes with the Securities
      and Exchange Commission (the “Commission”) under Sections
      13(a), 13(c), 14, or 15(d) of the Exchange Act until the Closings.
    

    
             ii)  In furtherance and not in limitation of the provisions of Section
      5(f)(i) hereof, the financial statements of the Company and the
      related notes contained in or incorporated by reference into the
      Securities Filings present fairly in all material respects, in
      accordance with generally accepted accounting principles, the financial
      position of the Company as of the dates indicated, and the results of
      their operations, cash flows, and the changes in stockholders’ equity
      for the periods therein specified, subject, in the case of unaudited
      financial statements for interim periods, to normal year-end audit
      adjustments and the absence of full footnote disclosure as required by
      generally accepted accounting principles.  Such financial statements
      (including the related notes) have been prepared in all material
      respects in accordance with generally accepted accounting principles
      applied on a consistent basis throughout the periods therein specified,
      subject, in the case of unaudited financial statements from interim
      periods, to normal year-end adjustments, and except as otherwise
      described therein and except that unaudited financial statements may not
      contain all footnotes required by generally accepted accounting
      principles.
    

    
          f)  Private Placement.  Assuming
      (i) the accuracy of the representations and warranties of the Purchaser
      set forth in Article 6 hereof, and (ii) the accuracy of the
      information provided in the Accredited Investor Questionnaire submitted
      by each of the Purchasers, the offer and sale of the Shares to the
      Purchasers as contemplated hereby is exempt from the registration
      requirements of the Securities Act.
    

    
      6)  Representations, Warranties and Covenants of the
      Purchaser.
    

    
          a)  Purchaser Status.  The
      Purchaser represents and warrants to, and covenants with, the Company
      that (i) the Purchaser is knowledgeable, sophisticated and experienced
      in making, and is qualified to make, decisions with respect to
      investments in securities representing an investment decision like that
      involved in the purchase of the Shares, including investments in
      securities issued by the Company and comparable entities, and has had
      the opportunity to request, receive, review and consider all information
      it deems relevant in making an informed decision to purchase the Shares,
      (ii) the Purchaser is acquiring the aggregate number of Shares set forth
      in Article 2 hereof in the ordinary course of its business and
      for its own account and with no present intention of distributing any of
      such Shares or any arrangement or understanding with any other persons
      regarding the distribution of such Shares, (iii) the Purchaser will not,
      directly or indirectly, offer, sell, pledge, transfer or otherwise
      dispose of (or solicit any offers to buy, purchase or otherwise acquire
      or take a pledge of) any of the Shares, nor will the Purchaser engage
      in, or permit any party on behalf of the Purchaser or for the benefit of
      the Purchaser to engage in, any short sale that results, or may result,
      in a disposition of any of the Shares by the Purchaser, except in
      compliance with the Securities Act and the rules and regulations
      promulgated thereunder (the “Rules and Regulations”) and
      any applicable state securities laws, nor will the Purchaser, prior to
      public announcement of the issuance or proposed issuance of Shares
      pursuant to the Agreements, engage in, or permit any party on behalf of
      the Purchaser or for the benefit of the Purchaser to engage in, any
      structured asset monetization and protection strategy “STAMPS,”
      contingent forward, or other hedging transaction with respect to any of
      the Shares, (iv) the Purchaser has completed or caused to be completed
      the Accredited Investor Questionnaire, and the answers thereto are true,
      correct and complete as of the date hereof and will be true, correct and
      complete as of the effective date of each of the Closings and the
      Purchaser will notify the Company immediately of any material change in
      any such information provided in the Accredited Investor Questionnaire
      until such time as the Purchaser has sold all of its Shares, (v) the
      Purchaser has, in connection with its decision to purchase the number of
      Shares set forth in Article 2 hereof, relied solely upon the
      Securities Filings and the representations and warranties of the Company
      contained herein and such Purchaser is not purchasing any of the Shares
      as a result of any advertisement, notice, article or other communication
      published in or broadcast over any medium  presented at any seminar or
      any other general solicitation or general advertisement, (vi) the
      Purchaser has had an opportunity to discuss this investment with
      representatives of the Company and ask questions of them, (vii) the
      Purchaser is and will be at the Closings an “accredited investor” within
      the meaning of Rule 501(a) of Regulation D promulgated under the
      Securities Act, (viii) the Purchaser is acting for its own account with
      regard to the Offering, and with regard to the Company in general, and
      is not acting together, in concert or in conjunction with any other
      person or entity, and (ix) the Purchaser is the beneficial owner (as
      defined in Rules 13d-3 and 13d-5 of the Exchange Act, except that for
      purposes of this clause (ix), the Purchaser shall be deemed to have
      “beneficial ownership” of all shares of Common Stock that the Purchaser
      has the right to acquire, whether such right is exercisable immediately
      or only after the passage of time) of the number of shares of Common
      Stock as indicated on the signature page to this Agreement.
    

    

    

    
      
        

        

      

      
        
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          b)  Exemption from the Securities
      Act.  The Purchaser hereby acknowledges that the Shares are being
      offered and sold to it in reliance upon specific exemptions from the
      registration requirements of the Securities Act, the Rules and
      Regulations and state securities laws and that the Company is relying
      upon the truth and accuracy of, and the Purchaser’s compliance with, the
      representations, warranties, agreements, acknowledgments and
      understandings of the Purchaser set forth herein in order to determine
      the availability of such exemptions and the eligibility of the Purchaser
      to acquire the Shares.
    

    
          c)  Confidentiality.  The
      Purchaser hereby acknowledges that the existence and nature of all
      conversations and presentations, if any, regarding the Company and this
      private placement must be kept strictly confidential.  The Purchaser
      further acknowledges that federal securities laws impose restrictions on
      trading based on information regarding this private placement.  In
      addition, the Purchaser hereby acknowledges that unauthorized disclosure
      of information regarding this private placement may result in a
      violation of Regulation FD promulgated by the Commission.  This
      obligation will terminate upon the filing by the Company of a press
      release or press releases or a Current Report on Form 8-K describing
      this private placement.  The foregoing agreements shall not apply to any
      information that is or becomes publicly available through no fault of
      the Purchaser, or that the Purchaser is legally required to disclose; provided,
      however, that if the Purchaser is requested or ordered to
      disclose any such information pursuant to any court or other government
      order or order of any other applicable regulatory authority having
      jurisdiction over the Purchaser or any other applicable legal procedure,
      it shall provide, unless prohibited by applicable law, the Company with
      prompt notice of any such request or order in time sufficient to enable
      the Company to seek an appropriate protective order.  The Purchaser
      acknowledges and agrees that the Company continues to have the right to
      disclose information regarding the Purchaser and the Offering (including
      without limitation, the identity of the Purchaser, the number of
      Purchased Shares and the other terms and conditions set forth herein) in
      connection with the Company’s rights and obligations under the Perseus
      Securities Purchase Agreement.
    

    

    

    
      
        

        

      

      
        
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          d)  Investment Risk.  The
      Purchaser hereby acknowledges that its investment in the Shares involves
      a significant degree of risk, including a risk of total loss of the
      Purchaser’s investment, and, subject to and in reliance upon the
      correctness, accuracy and completeness of the Company’s representations
      and warranties in Article 5 hereof, the Purchaser has full
      cognizance of and understands all of the risks related to the
      Purchaser’s purchase of the Shares.  The Purchaser understands that the
      market price of the Common Stock can be volatile and that no
      representation is being made as to the future value of the Common
      Stock.  The Purchaser has the knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of
      an investment in the Shares and has the ability to bear the economic
      risks of an investment in the Shares.
    

    
          e)  No Governmental Endorsement.  The
      Purchaser further represents and warrants to the Company that no United
      States federal or state agency or any other government or governmental
      agency has passed upon or made any recommendation or endorsement of the
      Shares.
    

    
          f)  Legend.  The Purchaser
      hereby acknowledges that the Shares will bear a restrictive legend in
      substantially the following form:
    

    
      “The Shares evidenced by this certificate have not been registered under
      the Securities Act of 1933, as amended (the “Securities Act”),
      or the securities laws of any state or other jurisdiction. The Shares
      may not be offered, sold, pledged or otherwise transferred except (i)
      pursuant to an exemption from registration under the Securities Act, or
      (ii) pursuant to an effective registration statement under the
      Securities Act, in each case in accordance with all applicable
      securities laws of the states and other jurisdictions, and in the case
      of a transaction exempt from registration, unless the Company has
      received an opinion of counsel reasonably satisfactory to it that such
      transaction does not require registration under the Securities Act and
      such other applicable laws.”
    

    

    

    
      
        

        

      

      
        
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          g)  Principal Offices.  As
      applicable, the Purchaser’s principal executive offices are in the
      jurisdiction set forth immediately below the Purchaser’s name on the
      signature pages hereto.
    

    
          h)  Organization; Authority.  As
      applicable, the Purchaser further represents and warrants to, and
      covenants with, the Company that (i) the Purchaser is an entity duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization and has full right, power, authority
      and capacity to enter into this Agreement and to consummate the
      transactions contemplated hereby and has taken all necessary action to
      authorize the execution, delivery and performance of this Agreement,
      (ii) the making and performance of this Agreement by the Purchaser and
      the consummation of the transactions herein contemplated will not
      violate any provision of the organizational documents of the Purchaser
      or conflict with, result in the breach or violation of, or constitute,
      either by itself or upon notice or the passage of time or both, a
      default under any material agreement, mortgage, deed of trust, lease,
      franchise, license, indenture, permit or other instrument to which the
      Purchaser is a party, or any statute or any authorization, judgment,
      decree, order, rule or regulation of any court or any regulatory body,
      administrative agency or other governmental body applicable to the
      Purchaser, (iii) no consent, approval, authorization or other order of
      any court, regulatory body, administrative agency or other governmental
      body is required on the part of the Purchaser for the execution and
      delivery of this Agreement or the consummation of the transactions
      contemplated by this Agreement, (iv) upon the execution and delivery of
      this Agreement, this Agreement shall constitute a legal, valid and
      binding obligation of the Purchaser, enforceable in accordance with its
      terms, except as enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws affecting
      creditors’ and contracting parties’ rights generally and except as
      enforceability may be subject to general principles of equity
      (regardless of whether such enforceability is considered in a proceeding
      in equity or at law) and except to the extent enforcement of the
      indemnification provisions, set forth in Section 8(f) hereof, may
      be limited by federal or state securities laws or the public policy
      underlying such laws, and (v) there is not in effect any order enjoining
      or restraining the Purchaser from entering into or engaging in any of
      the transactions contemplated by this Agreement.  
    

    
          i)  Compliance.  The Purchaser
      further represents and warrants to, and covenants with, the Company that
      (i) the Purchaser is in compliance with Executive Order 13224 and the
      regulations administered by the U.S. Department of the Treasury (“Treasury”)
      Office of Foreign Assets Control, (ii) the Purchaser, its parents,
      subsidiaries, affiliated companies, officers, directors and partners,
      and to the Purchaser’s knowledge, its shareholders, owners, employees,
      and agents, are not on the List of Specially Designated Nationals and
      Blocked Persons maintained by Treasury and have not been designated by
      Treasury as a financial institution of primary money laundering concern,
      (iii) to the Purchaser’s knowledge after reasonable investigation, all
      of the funds to be used to acquire the Shares are derived from
      legitimate sources and are not the product of illegal activities, and
      (iv) the Purchaser is in compliance with all other applicable U.S.
      anti-money laundering laws and regulations and has implemented, if
      applicable, an anti-money laundering compliance program in accordance
      with the requirements of the Bank Secrecy Act, as amended by the USA
      PATRIOT Act, Pub. L. 107-56.
    

    
          j)  Provision of Information.  The
      Purchaser covenants and agrees that, upon the Company’s request, the
      Purchaser shall provide the Company with such information regarding its
      ownership of the Shares as shall be reasonably required for the timely
      preparation and filing of information and documents to be filed under
      the Securities Act or the Exchange Act, as the case may be (including,
      without limitation, the Proxy Statement (as defined in Section 9(a)),
      and hereby agrees that, notwithstanding anything herein to the contrary,
      the Company shall not be required to register any of the Purchaser’s
      Shares under Article 8 hereof if such information is not provided
      to the Company within 5 business days of request by the Company.
    

    

    

    
      
        

        

      

      
        
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      7)  Survival of Representations, Warranties and Covenants.  Notwithstanding
      any investigation made by any party to this Agreement, all
      representations and warranties made by the Company and the Purchaser
      herein and in the certificates for the Shares delivered pursuant hereto
      shall survive the execution of this Agreement, the delivery to the
      Purchaser of the Shares being purchased and the payment therefor.
    

    
      8)  Piggy-Back Registration Rights.
    

    
          a)  Notice of Registration.  If
      at any time or from time to time, the Company shall determine to
      register any of its capital stock, whether or not for its own account,
      other than any registration relating to employee benefit plans or a
      registration effected on Form S-4 with respect to the issuance of shares
      of Common Stock to the holders of capital stock of an acquisition
      target, the Company shall:
    

    
              i)  provide to the Purchaser written notice thereof at least 15
      business days prior to the filing of the registration statement by the
      Company in connection with such registration; and
    

    
             ii)  include in such registration, and in any underwriting
      involved therein, all those Purchased Shares specified in a written
      request by the Purchaser received by the Company within 10 business days
      after the Company mails the written notice referenced above, subject to
      the provisions of Section 8(b) below.
    

    
          b)  Underwriting.  The right of
      the Purchaser to registration pursuant to this Article 8 shall be
      conditioned upon the participation by the Purchaser in the underwriting
      arrangements specified by the Company in connection with such
      registration and the inclusion of the Purchased Shares in such
      underwriting to the extent provided in this Agreement.  The Purchaser
      shall (together with the Company and the Other Purchasers, as the case
      may be) enter into an underwriting agreement in customary form with the
      managing underwriter selected for such underwriting by the Company and
      take all other actions, and deliver such opinions and certifications, as
      may be reasonably requested by such managing
      underwriter.  Notwithstanding any other provision of this Article
      8, (1) if the managing underwriter determines that marketing factors
      require a limitation of the number of shares to be underwritten, the
      managing underwriter may limit the number of Purchased Shares to be
      included in such registration prior to reducing the number of shares to
      be included by the Company, and (2) if the aggregate number of the
      Shares to be included in such registration by all of the Purchasers
      would exceed 20% of all of the securities included in such registration,
      the Company may in its sole discretion limit the aggregate number of
      Shares included in such registration to not less than 20% of the number
      of total securities included in such registration.
    

    

    

    
      
        

        

      

      
        
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          c)  Right to Terminate Registration.  The
      Company shall have the right to terminate or withdraw any registration
      initiated by it under this Article 8 for any reason or no reason
      in its sole and absolute discretion, whether or not the Purchaser has
      elected to include Purchased Shares in such registration.
    

    
          d)  Limitations.
    

    
              i)  Notwithstanding anything to the contrary set forth in this
      Agreement, in the event that following the exercise of the piggyback
      right pursuant to this Article 8 and the inclusion in such
      registration statement of all or part of the Purchased Shares then held
      by the Purchaser, the Commission informs the Company that such
      registration statement cannot be filed as a secondary offering on Form
      S-3 due to the aggregate number of securities to be registered
      thereunder, the Company, in its sole discretion, shall be permitted to
      exclude such portion of the Purchaser’s Purchased Shares from such
      registration statement to the extent necessary to permit the filing of
      such registration statement on Form S-3.
    

    
             ii)  The Company shall be permitted to exclude the Purchaser’s
      Purchased Shares from a registration statement if such Purchaser fails
      to timely comply with the Company’s request for information pursuant to Section
      6(j) hereof; provided, however, that if the
      Purchaser provides such information prior to the filing of such
      registration statement (or prior to the final amendment thereto prior to
      such registration statement being declared effective) the Company shall
      use commercially reasonable efforts to include such Purchased Shares in
      such registration statement.
    

    
            iii)  The rights of the Purchaser granted pursuant to this Section
      8 shall be subject in all respects to the registration rights granted to
      Perseus pursuant to that certain Registration Rights Agreement, dated as
      of February 27, 2009, between the Company and Perseus.
    

    
          e)  Expense of Registration.  All
      registration expenses incurred in connection with the registration and
      other obligations of the Company pursuant to this Article 8 shall
      be borne by the Company, and all underwriting discounts and selling
      commissions incurred in connection with any such registrations shall be
      borne pro rata by the Purchaser on the basis of the number of
      Purchased Shares registered.
    

    
      9)  Preparation of Proxy Statement; Company Stockholders
      Meeting.
    

    
          a)  As soon as is reasonably practicable following the First Tranche
      Closing Date, the Company shall prepare and file with the Commission a
      proxy statement relating to the Company Stockholders Meeting (such proxy
      statement, as amended or supplemented from time to time, the “Proxy
      Statement”), and the Company shall use its commercially reasonable
      efforts to respond as promptly as is practicable to any comments of the
      Commission with respect thereto.  The Company shall use its commercially
      reasonable efforts to cause the Proxy Statement to be mailed to the
      Company’s stockholders as promptly as is practicable after filing the
      Proxy Statement with the Commission.  
    

    
          b)  As soon as is practicable following the mailing of the Proxy
      Statement to the Company’s stockholders, the Company shall duly call,
      convene and hold a meeting of its stockholders for the purpose of
      seeking the Stockholder Approval (the “Company Stockholders
      Meeting”).  The Company shall, through the Board, recommend to its
      stockholders that they provide the Stockholder Approval.  The Board
      shall use its commercially reasonable efforts to solicit from
      stockholders of the Company proxies in favor of approval of (i) the
      Authorized Stock Increase (as defined in Section 9(d) hereof) and
      (ii) the transactions contemplated by this Agreement and the Agreements
      with the Other Purchasers to occur at the Second Tranche Closing, and
      shall take all other action necessary or advisable to secure the vote or
      consent of stockholders required by applicable federal and state
      securities laws, the rules and regulations of NASDAQ and the General
      Corporation Law of the State of Delaware and to effect the Authorized
      Stock Increase and the transactions contemplated by this Agreement and
      the Other Agreements to occur at the Second Tranche Closing.
    

    

    

    
      
        

        

      

      
        
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          c)  For purposes of this Agreement, the term “Stockholder
      Approval” means both (i) the affirmative vote of a majority of the
      outstanding shares of Common Stock present in person or represented by
      proxy at the Company Stockholders Meeting and entitled to vote in favor
      of resolutions approving the transactions contemplated by this Agreement
      and the other Agreements to occur at the Seecond Tranche Closing
      (including the Company’s issuance of all of the Second Tranche Shares),
      and (ii) the affirmative vote of a majority of the issued and
      outstanding shares of Common Stock in favor of resolutions approving the
      the Authorized Stock Increase, in each case in accordance with
      applicable federal and state securities laws and the rules and
      regulations of the NASDAQ Global Market and the General Corporation Law
      of the State of Delaware.
    

    
          d)  For purposes of this Agreement, the term “Authorized
      Stock Increase” means an increase in the number of shares of Common
      Stock authorized by the Company’s certificate of incorporation to a
      number to be reasonably determined by the Board of Directors of the
      Company.
    

    
      10)  Termination.    
    

    
          a)  This Agreement may be terminated, and the transactions
      contemplated hereby may be abandoned, only as follows:
    

    
              i)  at any time before the First Tranche Closing, by the
      Company, by written notice of termination given by the terminating party
      to the non-terminating party, in the event that the Company is notified
      by NASDAQ that it has not been granted the NASDAQ Approval Exemption;
    

    
             ii)  automatically pursuant to Section 2(c)(ii);
    

    
            iii)  at any time following the Company Stockholders Meeting, by
      the Company, by written notice of termination given by the terminating
      party to the non-terminating party, in the event that the Stockholder
      Approvals are not obtained at the Company Stockholder Meeting; or
    

    
             iv)  at any time after December 31, 2009, by the Company or the
      Purchaser, by written notice of termination given by the terminating
      party to the non-terminating party, if both of the Closings shall not
      have occurred on or before such date and such failure to consummate is
      not caused by a breach of this Agreement by the terminating party.
    

    

    

    
      
        

        

      

      
        
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          b)  If this Agreement is validly terminated pursuant to Section
      10(a), this Agreement will forthwith become null and void, and there
      will be no liability or obligation on the part of the Company or the
      Purchasers (or any of their respective officers, directors, employees,
      agents or other representatives or affiliates), except that the
      provisions of Section 11 through 18, inclusive, shall continue to apply
      following any such termination.
    

    
      11)  Broker’s Fee.  Each of the parties hereto
      hereby represents that, on the basis of any actions and agreements by
      it, there are no brokers or finders entitled to compensation in
      connection with the sale of the Purchased Shares to the Purchaser.
    

    
      12)  Notices.  All notices required or permitted
      hereunder shall be in writing and shall be deemed effectively given (a)
      upon delivery to the party to be notified, (b) when actually received by
      the party for whom it was intended by confirmed facsimile, or (c) one
      business day after deposit with a nationally recognized overnight
      carrier, specifying next business day delivery, with written
      verification of receipt.  All communications shall be sent to the
      Company and the Purchaser as follows or at such other addresses as the
      Company or the Purchaser may designate upon 10 calendar days’ advance
      written notice to the other party:
    

    
      if to the Company, to:
    

    
      PhotoMedex, Inc.
147 Keystone Drive
Montgomeryville, PA 18936
Attn:  Chief
      Executive Officer


    

    
      with a copy to:


    

    
      Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia,
      PA 19103
Fax: 215-963-5001
Attn:  Brian C. Miner, Esq.
    

    
      if to the Purchaser, at its address as set forth at the end of this
      Agreement.
    

    

    

    
      
        

        

      

      
        
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      13)  Changes.  This Agreement may not be modified or
      amended except pursuant to an instrument in writing signed by the
      Company and the Purchaser.  No provision hereunder may be waived other
      than in a written instrument executed by the waiving party.
    

    
      14)  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.
    

    
      15)  Severability.  In case any provision contained in
      this Agreement should 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.
    

    
      16)  Governing Law.  This Agreement shall be governed
      by and construed in accordance with the laws of the State of Delaware
      (without regard to the conflicts of law principles of such state or any
      other jurisdiction) and the federal law of the United States of America.
    

    
      17)  Counterparts.  This Agreement may be executed in
      two or more counterparts, 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 (including by
      facsimile or other electronic transmission) to the other parties.
    

    
      18)  Entire Agreement.  This Agreement and the
      instruments referenced herein contain the entire understanding of the
      parties with respect to the matters covered herein and therein and,
      except as specifically set forth herein or therein, neither the Company
      nor the Purchaser makes any representation, warranty, covenant or
      undertaking with respect to such matters.
    

    
      19)  Assignment.  Except as otherwise expressly
      provided herein, the provisions of this Agreement shall inure to the
      benefit of, and be binding upon, the parties hereto and their respective
      permitted successors, assigns, heirs, executors and administrators. This
      Agreement and the rights of the Purchaser hereunder may not be assigned
      by the Purchaser without the prior written consent of the Company,
      except such consent shall not be required in cases of assignments to
      affiliates of the Purchaser or by an investment adviser to a fund for
      which it is the adviser or by or among funds that are under common
      control, provided that such assignee agrees to be bound by the terms of
      this Agreement by executing and delivering to the Company an assignment
      and assumption agreement in the form prescribed by the Company.
    

    
      20)  Further Assurances.  Each party agrees to
      cooperate fully with the other parties and to execute such further
      instruments, documents and agreements and to give such further written
      assurance as may be reasonably requested by any other party to evidence
      and reflect the transactions described herein and contemplated hereby
      and to carry into effect the intents and purposes of this Agreement.
    

    
      21)  Independent Nature of Purchaser’s Obligations and
      Rights.  The obligations of the Purchaser under this Agreement are
      several and not joint with the obligations of any Other Purchaser, and
      no Purchaser shall be responsible in any way for the performance of the
      obligations of any Other Purchaser under any Agreements.  Nothing
      contained herein, and no action taken by any Purchaser pursuant hereto,
      shall be deemed to constitute the Purchasers as a partnership, an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Purchasers are in any way acting in concert or as a
      group with respect to such obligations or the transactions contemplated
      by the Agreements and the Company acknowledges that the Purchasers are
      not acting in concert or as a group with respect to such obligations or
      the transactions contemplated by the Agreements.  The Purchaser confirms
      that it has independently participated in the negotiation of the
      transaction contemplated hereby with the advice of its own counsel and
      advisors.  The Purchaser shall be entitled to independently protect and
      enforce its rights, including, without limitation, the rights arising
      out of this Agreement, and it shall not be necessary for any Other
      Purchaser to be joined as an additional party in any proceeding for such
      purpose.  The Company has elected to provide the Purchaser and all of
      the Other Purchasers with the same terms and form of this Agreement for
      the convenience of the Company and not because it was required or
      requested to do so by the Purchaser or any Other Purchaser.
    

    

    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
      executed by their duly authorized representatives as of the day and year
      first above written.


    

    
    	
           
        	
          PhotoMedex, Inc.
        	

        	

        
	

        	
          
            By:
          

        	

        	
           
        	

        
	

        	
          Name:
        	

        	

        
	

        	
          Title:
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          
             
          

        	
           
        	

        
	

        	
          
             
          

        	
          
            (name of purchaser)
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
           
        	

        
	

        	
          Name:
        	

        	

        
	

        	
          Title:
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	
          Print or Type:
        	
           
        	

        
	

        	

        	

        	

        	
           
        
	

        	
          Name of Purchaser
        	

        	

        
	

        	
          (Individual or Institution):
        	
           
        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          Name of Individual representing
        	

        	

        
	

        	
          Purchaser (if an Institution):
        	
           
        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          Title of Individual representing
        	

        	

        
	

        	
          Purchaser (if an Institution):
        	
           
        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          Signature by:
        	
           
        	

        
	

        	

        	

        	

        	
           
        
	

        	
          
            Individual Purchaser or Individual
representing Purchaser:
          

        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          Address:
        	
           
        	

        
	

        	

        	

        	

        	
           
        
	

        	
          Telephone:
        	
           
        	

        
	

        	

        	

        	

        	
           
        
	

        	
          Telecopier:
        	
           
        	

        
	

        	

        	

        	

        	
           
        
	

        	
          
            Number of Shares of Common Stock Beneficially Owned
by the
            Purchaser (see Section 6(a)(ix)):
          

        	

        
	

        	
           
        	

        	

        


    

    

    

    
      
        

        

      

      
        
          17
        

        
          


        

      

      
        

        

      

    

    

    

    
      SUMMARY INSTRUCTION SHEET FOR PURCHASER
    

    
      (to be read in conjunction with the entire Securities Purchase Agreement
      which this follows)
    

    
      A.        Complete the following items on the Securities Purchase
      Agreement (Please sign two originals):
    

    
      1.        Signature Page:
    

    
      (i)       Name of Purchaser (Individual or Institution)
    

    
      (ii)      Name of Individual representing Purchaser (if an Institution)
    

    
      (iii)     Title of Individual representing Purchaser (if an Institution)
    

    
      (iv)      Signature of Individual Purchaser or Individual representing
      Purchaser
    

    
      (v)       Number of Shares of Common Stock Beneficially Owned by the
      Purchaser (see Section 6(a)(ix))
    

    
      2.        Appendix I - Stock Certificate Questionnaire:
    

    
      Provide the information requested by the Stock Certificate Questionnaire.
    

    
      3.        Appendix II – Accredited Investor Questionnaire:
    

    
      Provide the information requested by the Accredited Investor
      Questionnaire.
    

    
      4.        Return the properly completed and signed Securities Purchase
      Agreement including the properly completed Appendices I and II
      (initially by facsimile with hand copy by overnight delivery) to:
                                                                              
    

    
      Davis Woodward
PhotoMedex, Inc.
147 Keystone Drive
Montgomeryville,
      PA 18936
Fax: 215-619-3209
    

    
      B.       Instructions regarding the transfer of funds for the purchase
      of Shares will be sent by facsimile to the Purchaser by the Company at a
      later date.
    

    

    

    
      
        

        

      

      
        
          18
        

        
          


        

      

      
        

        

      

    

    

    

    
      Appendix I
    

    
      STOCK CERTIFICATE QUESTIONNAIRE
    

    
      Pursuant to the terms of the Agreement, please provide us with the
      following information:
    

    

    

    
    	
          1.
        	
          The exact name that your Shares are to be registered in
        	
           
        	
           
        	

        
	

        	
          (this is the name that will appear on your stock
        	

        	

        	

        
	

        	
          certificate(s)). You may use a nominee name if appropriate:
        	

        	
           
        	

        
	

        	

        	

        	

        	
           
        
	
          2.
        	
          The relationship between the Purchaser of the Shares
        	

        	

        	

        
	

        	
          and the Registered Holder listed in response to item 1
        	

        	

        	

        
	

        	
          above:
        	

        	
           
        	

        
	

        	

        	

        	

        	
           
        
	
          3.
        	
          The mailing address of the Registered Holder listed in
        	

        	

        	

        
	

        	
          response to item 1 above:
        	

        	
           
        	

        
	

        	

        	

        	
           
        	

        
	

        	

        	

        	
           
        	

        
	

        	

        	

        	
           
        	

        
	

        	

        	

        	

        	
           
        
	
          4.
        	
          The Social Security Number or Tax Identification Number of
        	

        	

        	

        
	

        	
          the Registered Holder listed in response to item 1 above:
        	

        	
           
        	

        


    

    

    

    
      
        

        

      

      
        
          19
        

        
          


        

      

      
        

        

      

    

    

    

    

    

    

    

    
      


    

    

    

    
      Appendix II
    

    
      ACCREDITED INVESTOR QUESTIONNAIRE
    

    
      Reference is hereby made to that certain Securities Purchase
      Agreement, made and entered into as of October 22, 2009 (the “Agreement”),
      by and between PhotoMedex, Inc., a Delaware corporation (the “Company”),
      and the purchaser whose name and address is set forth on the signature
      page thereto (the “Purchaser”).  Terms used in this
      Accredited Investor Questionnaire but not defined herein shall have the
      meanings set forth in the Agreement.
    

    
      Accredited Investor Status.  The undersigned Purchaser hereby
      certifies to the Company that, at the Closing, he/she/it qualifies as an
      “Accredited Investor” as defined by Regulation D promulgated under the
      Securities Act of 1933, as amended (the “Securities Act”),
      because such Subscriber is one or more of the following types of persons
      or entities (check all that apply).
    

    

    

    
    	
          _____
        	
          A natural person whose individual net worth, or joint net worth with
          that person’s spouse, at the time of such person’s purchase exceeds
          $1,000,000;
        
	

        	
           
        
	
          _____
        	
          a natural person who had an individual income in excess of $200,000
          in 2008 and 2007 or joint income with that individual’s spouse in
          excess of $300,000 in each of those years and who reasonably expects
          to reach the same income level in 2009;
        
	

        	
           
        
	
          _____
        	
          a bank as defined in Section 3(a)(2) of the Securities Act, or a
          savings and loan association or other institution as defined in
          Section 3(a)(5)(A) of the Securities Act, whether acting in its
          individual or fiduciary capacity;
        
	

        	
           
        
	
          _____
        	
          a broker or dealer registered pursuant to Section 15 of the
          Securities Exchange Act of 1934;
        
	

        	
           
        
	
          _____
        	
          an insurance company as defined in Section 2(a)(13) of the
          Securities Act;
        
	

        	
           
        
	
          _____
        	
          an investment company registered under the Investment Company Act of
          1940 (the “1940 Act”) or a business development company as defined
          in Section 2(a)(48) of the 1940 Act;
        
	

        	
           
        
	
          _____
        	
          a Small Business Investment Company licensed by the U.S. Small
          Business Administration under Section 301(c) or (d) of the Small
          Business Investment Act of 1958;
        
	

        	
           
        
	
          _____
        	
          any plan established and maintained by a state, its political
          subdivisions, or any agency or instrumentality of a state or its
          political subdivisions, for the benefit of its employees, if such
          plan has total assets in excess of $5,000,000;
        
	

        	
           
        
	
          _____
        	
          any employee benefit plan within the meaning of the Employee
          Retirement Income Security Act of 1974 (“ERISA”), if the investment
          decision is made by a plan fiduciary, as defined in Section 3(21) of
          ERISA, which is either a bank, savings and loan association,
          insurance company or registered investment adviser, or, if the
          employee benefit plan has total assets in excess of $5,000,000 or,
          if a self-directed plan, with investment decisions made solely by
          persons that are accredited investors;
        
	

        	
           
        
	
          _____
        	
          a private business development company as defined in Section
          202(a)(22) of the Investment Advisers Act of 1940;
        
	

        	
           
        
	
          _____
        	
          an organization described in Section 501(c)(3) of the Internal
          Revenue Code of 1986, as amended, a corporation, Massachusetts or
          similar business trust, or partnership, not formed for the specific
          purpose of acquiring the Shares offered, with total assets in excess
          of $5,000,000;
        
	

        	
           
        
	
          _____
        	
          any trust, with total assets in excess of $5,000,000, not formed for
          the specific purpose of acquiring the Shares, whose purchase is
          directed by a person who has such knowledge and experience in
          financial and business matters that he or she is capable of
          evaluating the merits and risks of the investment contemplated by
          the Subscription Agreement;
        
	

        	
           
        
	
          _____
        	
          any director, executive officer, or general partner of the
          Corporation, or a director, executive officer, or general partner of
          a general partner of the Corporation; or
        
	

        	
           
        
	
          _____
        	
          an entity in which all of the equity owners are Accredited Investors
          (i.e., come within one of the above categories).
        


    

    

    

    
    	
           
        	
          
            PURCHASER
          

          
             
          

          
            ______________________________
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            __________________________________
          

        
	

        	
          
             
          

        	
          
            Name:
          

          
            Title:
          

        


    

    

    

    

    

    
      20