EXHIBIT
      4.4

    
 

    Registration
      Rights Agreement,
      dated
      as of [          ] (this
“Agreement”),

    by
      and
      among PhotoMedex, Inc., a Delaware corporation (the “Company”)
      

    and
      Perseus Partners VII, L.P., a Delaware limited partnership (the
“Purchaser”).
      

     

    Introduction
      

     

    The
      Company and the Purchaser are parties to a Securities Purchase Agreement dated
      as of August 4, 2008 (the “Purchase
      Agreement”).
      Capitalized terms used herein and not otherwise defined shall have the meanings
      set forth in the Purchase Agreement. Upon the terms and subject to the
      conditions set forth in the Purchase Agreement, the Purchaser has (i) made
      an
      investment in the Company at the First Tranche Closing by acquiring the First
      Tranche Note, the First Tranche Warrant and the First Tranche Common Shares;
      and
      (ii) agreed to make a further investment in the Company at the Second Tranche
      Closing by acquiring the Second Tranche Warrant and, unless a Company Option
      Event occurs, the Second Tranche Note.

     

    In
      connection with the purchase of such Securities, and to induce the Purchaser
      to
      consummate the purchase of such securities, the Company has agreed to enter
      into
      this Agreement and to grant to the Purchaser the rights set forth in this
      Agreement. 

    


    Agreement

    


    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual promises and
      covenants contained in this Agreement, the Purchaser and the Company agree
      as
      follows:

     

    1.    Definitions.
      For
      purposes of this Agreement: 

    


    “Eligible
      Market”
means
      (i) The Nasdaq Global Market Select, (ii) The Nasdaq Global Market. (iii) The
      Nasdaq Capital Market, (iv) The New York Stock Exchange, Inc., (v) the American
      Stock Exchange or (vi) the OTC Bulletin Board.

    


    “Holder”
means
      (i) the Purchaser, and (ii) any person to whom the rights or obligations
      under this Agreement with respect to all or a portion of the Registrable
      Securities have been transferred or assigned in accordance with Section
      10(b).

    


    “prospectus”
means
      any preliminary prospectus, final prospectus or summary prospectus prepared
      in
      connection with an offering of any Registrable Securities. 

    


    “register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing with the SEC a registration
      statement or similar document in compliance with the Securities Act, and the
      declaration or ordering by the Commission of effectiveness of such registration
      statement or document. 

    


    
      
        
          
          

        

        
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    “Registration
      Expenses”
means
      all expenses in connection with the Company’s performance of or compliance with
      its obligations under this Agreement, including, without limitation, all
      (i) registration, qualification and filing fees; (ii) fees, costs and
      expenses of compliance with securities or blue sky laws (including reasonable
      fees, expenses and disbursements of counsel in connection with blue sky
      qualifications of the Registrable Securities under the laws of such
      jurisdictions as the managing underwriter or underwriters in a registration
      may
      designate); (iii) printing expenses; (iv) messenger, telephone and
      delivery (including delivery by mail or courier services) expenses;
      (v) fees, expenses and disbursements of counsel for the Company and of all
      independent certified public accountants retained by the Company (including
      the
      expenses of any special audit and “cold comfort” letters required by or incident
      to such performance); (vi) Securities Act liability insurance if the
      Company so desires; (vii) fees, expenses and disbursements of any other
      individuals or entities retained by the Company in connection with the
      registration of the Registrable Securities; (viii) fees, costs and expenses
      incurred in connection with the listing of the Registrable Securities on each
      national securities exchange on which the Company has made application for
      the
      listing of its Common Stock; (ix) internal expenses of the Company
      (including, without limitation, all salaries and expenses of its officers and
      employees performing legal or accounting duties and expenses of any annual
      audit) and (x) fees and expenses of one counsel selected by Holders of a
      majority of the Registrable Securities. Registration Expenses shall not include
      selling commissions, discounts or other compensation paid to underwriters or
      other agents or brokers to effect the sale of Registrable Securities, or counsel
      fees in addition to those provided for in clause (x) above and any other
      expenses incurred by Holders in connection with any registration that are not
      specified in the immediately preceding sentence. 

    


    “Registrable
      Securities”
means
      any shares of Common Stock of the Company owned by any Holder or that may be
      acquired by any Holder upon the conversion of any convertible security or the
      exercise of any warrant or option owned by any Holder, but only to the extent
      such shares constitute “restricted securities” under Rule 144 under the
      Securities Act or the Holder thereof is deemed to be an “affiliate” of the
      Company under Rule 144.

    


    “Requestor”
means
      Perseus, until such time as neither Perseus nor any partner of, or direct or
      indirect investor in, Perseus to which Perseus directly or indirectly
      distributes Registrable Securities in accordance with the terms of its governing
      documents and the governing documents of its direct or indirect investors,
      holds
      any Registrable Securities, and thereafter any Holder or Holders who, in the
      aggregate, beneficially own at least 50% of the Securities that constitute
      Registrable Securities.

    


    2.    Demand
      Registrations. 

    


    (a)    Request
      for Registration.
      At any
      time and from time to time after the first anniversary of the date of this
      Agreement, a Requestor may submit a written request (a “Demand
      Notice”)
      to the
      Company that the Company register Registrable Securities under and in accordance
      with the Securities Act (a “Demand
      Registration”).
      Such
      Demand Notice shall specify the number and description of Registrable Securities
      to be sold. Upon receipt of the Demand Notice, the Company shall:

    


    
      
        
          
          

        

        
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    (i)    within
      five Business Days after receipt of such Demand Notice, give written notice
      of
      the proposed registration to all other Holders; and 

    


    (ii)    as
      soon
      as practicable, use all commercially reasonable efforts to effect such
      registration as may be so requested and as would permit or facilitate the sale
      and distribution of all or such portion of such Registrable Securities as are
      specified in such request, together with all or such portion of the Registrable
      Securities of any Holders joining in such request as are specified in written
      requests received by the Company within 20 Business Days after the date the
      Company mails the written notice referred to in clause (i) above.


    


    Notwithstanding
      the foregoing, if the Company shall furnish to the Holders a certificate signed
      by the chief executive officer of the Company stating that in the good faith
      judgment of the board of directors of the Company, it would be materially and
      adversely detrimental to the Company and its stockholders for a registration
      statement to be filed on or before the date filing would be required in
      connection with any Demand Registration, the Company shall have the right to
      defer such filing or delay its effectiveness for a reasonable period not to
      exceed 45 calendar days; provided,
      that
      such right shall not be exercised more than twice with respect to a request
      for
      registration hereunder during any period of twelve consecutive months. The
      Company will pay all Registration Expenses in connection with such withdrawn
      request for registration. 

    


    (b)    Shelf
      Registration.
      If at
      the time the Company registers Registrable Securities under the Securities
      Act
      pursuant to this Section 2, the sale or other disposition of such
      Registrable Securities by the Holders may be made on a delayed or continuous
      basis pursuant to a registration statement on Form S-3 (or any successor
      form that permits the incorporation by reference of future filings by the
      Company under the Exchange Act), or if Form S-3 is not available for use by
      the
      Company, Form S-1 (or any successor form that permits the incorporation by
      reference of future filings by the Company under the Exchange Act), then such
      registration statement, unless otherwise directed by the Requestor, shall be
      filed as a “shelf” registration statement pursuant to Rule 415 under the
      Securities Act (or any successor rule). Any such shelf registration shall cover
      the disposition of all Registrable Securities in one or more underwritten
      offerings, block transactions, broker transactions, at-market transactions
      and
      in such other manner or manners as may be specified by the Requestor. Except
      as
      provided in Section 5(b) hereof, the Company shall use all commercially
      reasonable efforts to keep such “shelf” registration continuously effective as
      long as the delivery of a prospectus is required under the Securities Act in
      connection with the disposition of the Registrable Securities registered thereby
      and in furtherance of such obligation, shall supplement or amend such
      registration statement if, as and when required by the rules, regulations and
      instructions applicable to the form used by the Company for such registration
      or
      by the Securities Act or by any other rules and regulations thereunder
      applicable to shelf registrations. Upon their receipt of a certificate signed
      by
      the chief executive officer of the Company stating that, in the judgment of
      the
      Company, it is advisable to suspend use of a prospectus included in a
      registration statement due to pending material developments or other events
      that
      have not yet been publicly disclosed and as to which the Company believes public
      disclosure would be detrimental to the Company, in accordance with the procedure
      set forth in the last paragraph of Section 2(a) hereof, the Holders will
      refrain from making any sales of Registrable Securities under the shelf
      registration

    


    
      
        
          
          

        

        
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    statement
      for a period of up to 45 calendar days; provided,
      that
      this right to cause the Holders to refrain from making sales shall not be
      exercised by the Company more than twice in any twelve-month period (counting
      as
      a permitted exercise any exercise by the Company of its right to defer the
      filing or delay its effectiveness of a registration statement under the last
      paragraph of Section 2(a)).

    


    (c)    Underwriting.
      In
      connection with any registration under this Section 2, if the Requestor
      intends to distribute the Registrable Securities covered by any registration
      under this Section 2 by means of an underwriting, they shall so advise the
      Company in writing. In such event, the right of any Holder to include its
      Registrable Securities in such distribution shall be conditioned upon such
      Holder’s participation in such underwriting and the inclusion of such Holder’s
      Registrable Securities in the underwriting to the extent provided in this
      Agreement. The Holders proposing to distribute their securities through such
      underwriting shall (together with the Company) enter into an underwriting
      agreement with one or more underwriters selected by the Requestor having terms
      and conditions customary for such agreements (which underwriter or underwriters
      shall be reasonably acceptable to the Company). Notwithstanding any other
      provision of this Section 2, 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 Registrable
      Securities to be included in such distribution. The Company shall so advise
      all
      Holders distributing Registrable Securities through such underwriting, and
      the
      number of Registrable Securities that may be included in such underwriting
      shall
      be allocated among the Holders in such manner as may be determined by the
      Requestor. 

    


    (d)    Limitations.
      

    


    (i)    The
      Company shall not be obligated to (A) effect more than two registrations
      under Section 2 in any twelve month period or (B) effect any
      registration where the aggregate estimated sales price for the Registrable
      Securities to be included therein is less than $2,000,000; provided,
      that a
      registration pursuant to this Section 2 shall not be counted (X) unless the
      registration statement pursuant to which such Registrable Securities are being
      registered is declared effective by the SEC, and (Y) if following such
      effectiveness, the Company delivers a certificate pursuant to the last sentence
      of Section 2(b) suspending the use of the related prospectus prior to the sale
      of at least a majority of the Registrable Securities by the Holders covered
      by
      such registration statement.

    


    (ii)    The
      Company shall be permitted to exclude such Holder’s Registrable Securities from
      a registration statement if such Holder fails to timely comply with the
      Company’s request for information pursuant to Section 9; provided,
      if such
      Holder 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 all commercially
      reasonable efforts to include such Registrable Securities on such registration
      statement.

    


    3.    Piggy-back
      Registration.
      

    


    
      
        
          
          

        

        
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    (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 each Holder 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
      Registrable Securities specified in a written request by each Holder received
      by
      the Company within ten Business Days after the Company mails the written notice
      referred to above, subject to the provisions of Section 3(b) below.


    


    (b)    Underwriting.
      The
      right of any Holder to registration pursuant to this Section 3 shall be
      conditioned upon the participation by such Holder in the underwriting
      arrangements specified by the Company in connection with such registration
      and
      the inclusion of the Registrable Securities of such Holder in such underwriting
      to the extent provided in this Agreement. All Holders proposing to distribute
      their Registrable Securities through such underwriting shall (together with
      the
      Company) 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 Section 3, 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 Registrable
      Securities to be included in such registration. The Company shall so advise
      all
      Holders distributing Registrable Securities through such underwriting, and
      in
      the event that Registrable Securities in a registration would exceed 20% of
      all
      shares included in such registration, the Company may limit the number of
      Registrable Securities included in such registration to not less than 20% of
      the
      number of shares included in such registration. 

    


    (c)    Right
      to Terminate Registration.
      The
      Company shall have the right to terminate or withdraw any registration initiated
      by it under this Section 3 whether or not any Holder has elected to include
      Registrable Securities 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 Section 3 and
      the
      inclusion in such registration statement of all or part of the Registrable
      Securities then held by such Holder, 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
      such Holder’s Registrable Securities from such registration statement to the
      extent necessary to permit the filing of such registration statement on Form
      S-3.

    


    
      
        
          
          

        

        
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    (ii)    The
      Company shall be permitted to exclude such Holder’s Registrable Securities from
      a registration statement if such Holder fails to timely comply with the
      Company’s request for information pursuant to Section 9; provided,
      if such
      Holder 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 Registrable Securities on such registration
      statement.

    


    4.    Expense
      of Registration.
      All
      Registration Expenses incurred in connection with the registration and other
      obligations of the Company pursuant to Sections 2, 3 and 5 shall be borne by
      the
      Company, and all underwriting discounts and selling commissions incurred in
      connection with any such registrations shall be borne by the Holders of the
      securities so registered pro rata on the basis of the number of shares so
      registered. The Company shall not, however, be required to pay for expenses
      of
      any registration proceeding begun pursuant to Sections 2, 3 or 5, the
      request of which has been subsequently withdrawn by the Holders unless
      (i) the withdrawal is based upon material adverse information concerning
      the Company of which the Holders were not aware at the time of such request
      or
      (ii) the Holders of a majority of the Registrable Securities agree to
      forfeit their right to one registration pursuant to Section 2(a) or
      Section 2(b), as the case may be. 

    


    5.    Registration
      Procedures.
      If and
      whenever the Company is required by the provisions of this Agreement to effect
      the registration of Registrable Securities, the Company shall: 

    


    (a)    promptly
      prepare and file with the Commission a registration statement with respect
      to
      such Registrable Securities on any form that may be utilized by the Company
      and
      that shall permit the disposition of the Registrable Securities in accordance
      with the intended method or methods of disposition thereof, and use all
      commercially reasonable efforts to cause such registration statement to become
      effective as promptly as practicable and remain effective thereafter as provided
      in this Agreement, provided,
      that if
      the Holder’s Registrable Securities are covered by such registration statement,
      then prior to filing a registration statement or prospectus or any amendments
      or
      supplements thereto, including documents incorporated by reference after the
      initial filing of any registration statement, the Company will furnish to the
      Holder, its counsel and the underwriters copies of all such documents proposed
      to be filed sufficiently in advance of filing to provide them with a reasonable
      opportunity to review such documents and comment thereon; 

    


    (b)    prepare
      and file with the Commission such amendments (including post-effective
      amendments) and supplements to such registration statement and the prospectus
      used in connection with such registration statement as may be necessary to
      keep
      such registration statement effective and current and to comply with the
      provisions of the Securities Act with respect to the sale or other disposition
      of all Registrable Securities covered by such registration statement, including
      such amendments (including post-effective amendments) and supplements as may
      be
      necessary to reflect the intended method of disposition by the prospective
      seller or sellers of such Registrable Securities, provided,
      that,
      except in the case of a shelf registration

    


    
      
        
          
          

        

        
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    under
      Section 2(b), such registration statement need not be kept effective and
      current for longer than 120 days subsequent to the effective date of such
      registration statement;

    


    (c)    subject
      to receiving reasonable assurances of confidentiality and subject to limitations
      reasonably imposed by the Company to preserve attorney client privilege, for
      a
      reasonable period after the filing of such registration statement, and
      throughout each period during which the Company is required to keep a
      registration effective, make available for inspection by the Holders of
      Registrable Securities being offered, and any underwriters, and their respective
      counsel, such financial and other information and books and records of the
      Company, and cause the officers, directors, employees, counsel and independent
      certified public accountants (subject to such reasonable procedures and
      limitations as such parties may require) of the Company to respond to such
      inquiries as shall be reasonably necessary, in the judgment of such counsel,
      to
      conduct a reasonable investigation within the meaning of Section 11 of the
      Securities Act; 

    


    (d)    promptly
      notify the Holders of Registrable Securities being offered and any underwriters
      and confirm such advice in writing, (i) when such registration statement or
      the prospectus included in such registration statement or any prospectus
      amendment or supplement or post-effective amendment has been filed, and, with
      respect to such registration statement or any post-effective amendment, when
      the
      same has become effective, (ii) of any comments by the Commission, by the
      Financial Industry Regulatory Authority (“FINRA”),
      and
      by the blue sky or securities commissioner or regulator of any state with
      respect thereto or any request by any such entity for amendments or supplements
      to such registration statement or prospectus or for additional information,
      (iii) of the issuance by the SEC of any stop order suspending the
      effectiveness of such registration statement or the initiation or threatening
      of
      any proceedings for that purpose, (iv) of the receipt by the Company of any
      notification with respect to the suspension of the qualification of the
      Registrable Securities for sale in any jurisdiction or the initiation or
      threatening of any proceeding for such purpose, or (v) at any time when a
      prospectus is required to be delivered under the Securities Act, that such
      registration statement, prospectus, prospectus amendment or supplement or
      post-effective amendment, or any document incorporated by reference in any
      of
      the foregoing, contains an untrue statement of a material fact or omits to
      state
      any material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they are made,
      not
      misleading, and at the request of any Holder, the Company will prepare a
      supplement or amendment to such prospectus, so that, as thereafter delivered
      to
      purchasers of such shares, such prospectus will not contain any untrue
      statements of a material fact or omit to state any fact necessary to make the
      statements therein not misleading; 

    


    (e)    furnish
      to each Holder of Registrable Securities being offered, a signed counterpart,
      addressed to such Holder (and, if applicable, any of its Affiliates), of
      (i) any opinion of counsel to the Company delivered to any underwriter and
      (ii) any comfort letter from the Company’s independent public accountants
      delivered to any underwriter; 

    


    (f)    furnish
      to each Holder of Registrable Securities being offered, and any underwriters,
      prospectuses or amendments or supplements thereto, in such quantities as they
      may

    


    
      
        
          
          

        

        
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    reasonably
      request and as soon as practicable, that update previous prospectuses or
      amendments or supplements thereto; 

    


    (g)    use
      all
      commercially reasonable efforts to (i) register or qualify the Registrable
      Securities to be included in a registration statement under this Agreement
      under
      such other securities laws or blue sky laws of such jurisdictions within the
      United States of America as any Holder of such Registrable Securities being
      offered or any underwriter of the securities being sold shall reasonably
      request, (ii) keep such registrations or qualifications in effect for so
      long as the registration statement remains in effect and (iii) take any and
      all such actions as may be reasonably necessary or advisable to enable such
      Holder or underwriter to consummate the disposition in such jurisdictions of
      such Registrable Securities owned by such Holder; provided,
      however,
      that
      the Company shall not be required for any such purpose to (x) qualify
      generally to do business as a foreign corporation in any jurisdiction wherein
      it
      would not otherwise be required to qualify but for the requirements of this
      Section 5(g) or (y) consent to general service of process in any such
      jurisdiction; 

    


    (h)    cause
      all
      such Registrable Securities to be listed or accepted for quotation on an
      Eligible Market (provided,
      that
      the Company shall use all commercially reasonable efforts to cause such Eligible
      Market to be one of the stock exchanges identified in clauses (i) through (v)
      of
      the definition of “Eligible Market”); 

    


    (i)    provide
      a
      transfer agent and registrar for all such Registrable Securities not later
      than
      the effective date of such registration statement; 

    


    (j)    upon
      the
      sale of any Registrable Securities pursuant to such registration statement,
      remove all restrictive legends from all certificates or other instruments
      evidencing the Registrable Securities; and 

    


    (k)    otherwise
      use all commercially reasonable efforts to comply with all applicable provisions
      of the Securities Act, and rules and regulations of the Commission, and make
      available to the Holders, as soon as reasonably practicable, an earnings
      statement covering a period of at least twelve months beginning not later than
      the first day of the Company’s fiscal quarter next following the effective date
      of the related registration statement, which shall satisfy the provisions of
      Section 11(a) of the Securities Act and Rule 158 thereunder.


    


    6.    Indemnification.
      In the
      event any of the Registrable Securities are included in a registration statement
      under this Agreement: 

    


    (a)    To
      the
      extent permitted by law, the Company agrees to indemnify and hold harmless
      each
      Holder, and each of its respective officers, employees, affiliates, directors,
      partners, members, attorneys and agents, and each person, if any, who controls
      the Holder within the meaning of the Securities Act (each, a “Holder
      Indemnified Party”),from
      and against any expenses, losses, judgments, claims, damages, liabilities,
      charges, actions, proceedings, demands, settlement costs and expenses of any
      nature whatsoever (including, without limitation, attorneys’ fees and expenses)
      (collectively, “Losses”),
      whether joint or several, arising out of or based upon (i) any untrue
      statement (or allegedly untrue statement) of a material fact
      contained

    


    
      
        
          
          

        

        
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    in
      any
      registration statement under which the sale of such Registrable Securities
      was
      registered under the Securities Act, any prospectus contained in the
      registration statement, or any amendment or supplement to such registration
      statement, offering circular or other document incident to any such registration
      or compliance, (ii) any omission (or alleged omission) to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading, or
      (iii) any violation by the Company of the Securities Act or any rule or
      regulation promulgated thereunder applicable to the Company, or of any blue
      sky
      or other state securities law or any rule or regulation promulgated thereunder
      applicable to the Company, in each case, relating to action or inaction required
      of the Company in connection with any such registration; and the Company shall
      promptly reimburse any Holder Indemnified Party for any legal and any other
      expenses reasonably incurred by such Holder Indemnified Party in connection
      with
      investigating and defending any such Losses; provided,
      however,
      that
      the Company will not be liable in any such case to the extent that any such
      Losses arises out of or are based upon any untrue statement or allegedly untrue
      statement or omission or alleged omission made in such registration statement,
      prospectus, or any such amendment or supplement, in reliance upon and in
      conformity with information furnished to the Company, in writing, by such Holder
      expressly for use therein. If requested by any underwriter (as defined in the
      Securities Act) of the Registrable Securities, the Company also shall indemnify
      such underwriter and any of its officers, affiliates, directors, partners,
      members and agents and each person who controls such underwriter on
      substantially the same basis as that of the indemnification provided above
      in
      this Section 6(a). 

    


    (b)    Each
      Holder of Registrable Securities being offered will, in the event that any
      registration is being effected under the Securities Act pursuant to this
      Agreement of any Registrable Securities held by such Holder, indemnify and
      hold
      harmless the Company, each of its directors and officers and each underwriter
      (if any), and each other selling Holder and each other person, if any, who
      controls the Company, another selling Holder or such underwriter within the
      meaning of the Securities Act, against any Losses, whether joint or several,
      insofar as such Losses (or actions in respect thereof) arise out of or are
      based
      upon (i) any untrue statement or allegedly untrue statement of a material
      fact contained in any registration statement under which the sale of such
      Registrable Securities was registered under the Securities Act, any prospectus
      contained in the registration statement, or any amendment or supplement to
      the
      registration statement, offering circular or other document incident to any
      such
      registration or compliance or (ii) any omission or the alleged omission to
      state a material fact required to be stated therein or necessary to make the
      statement therein, in light of the circumstances under which they were made,
      not
      misleading, if the statement or omission was made in reliance upon and in
      conformity with information furnished in writing to the Company by such selling
      Holder expressly for use therein, and shall reimburse the Company, its directors
      and officers, and each other selling Holder or controlling person for any legal
      or other expenses reasonably incurred by any of them in connection with
      investigation or defending any such Losses. The indemnification obligations
      hereunder of each Holder of Registrable Securities being offered shall be
      several and not joint and shall be limited to the amount of any net proceeds
      actually received by such Holder from the sale of Registrable Securities giving
      rise to the applicable claim, less all other amounts paid as damages in respect
      thereof. 

    


    
      
        
          
          

        

        
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    (c)    In
      order
      for a person (the “Indemnified
      Party”)
      to be
      entitled to any indemnification provided for under Section 6(a) or (b) in
      respect of, arising out of or involving a claim made by any person against
      the
      Indemnified Party (a “Third
      Party Claim”),
      such
      Indemnified Party must notify the party required to provide the indemnification
      (the “Indemnifying
      Party”)
      in
      writing of the Third Party Claim promptly following receipt by such Indemnified
      Party of written notice of the Third Party Claim; provided,
      however,
      that
      failure to give such notification shall not affect the indemnification provided
      hereunder except to the extent the Indemnifying Party shall have been actually
      prejudiced as a result of such failure. Thereafter, the Indemnified Party shall
      deliver to the Indemnifying Party, promptly following the Indemnified Party’s
      receipt thereof, copies of all notices and documents (including court papers)
      received by the Indemnified Party relating to the Third Party Claim.


    


    (d)    If
      a
      Third Party Claim is made against an Indemnified Party, the Indemnifying Party
      shall be entitled to participate in the defense thereof and, if it so chooses,
      to assume the defense thereof by notifying the Indemnified Party in writing
      to
      such effect within 30 days of receipt of the Indemnified Party’s notice of such
      Third Party Claim; provided,
      however,
      such
      Indemnified Party 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 be that of such Indemnified Party unless (i) the Indemnifying
      Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party
      shall have failed to assume the defense of such action or proceeding and employ
      counsel reasonably satisfactory to such Indemnified Party in any such action
      or
      proceeding or (iii) the named parties to any such action or proceeding
      (including any impleaded parties) include both such Indemnified Party and the
      Indemnifying Party and such Indemnified Party shall have been advised by counsel
      that there may be one or more legal defenses available to such Indemnified
      Party
      which are different from or additional to those available to the Indemnifying
      Party (in which case, if such Indemnified Party notifies the Indemnifying Party
      in writing of an election to employ separate counsel at the expense of the
      Indemnifying Party, the Indemnifying Party shall not have the right to assume
      the defense of such action or proceeding on behalf of such Indemnified Party,
      it
      being understood, however, that the Indemnifying Party then shall have the
      right
      to employ separate counsel at its own expense and to participate in the defense
      thereof, and shall not, in connection with any one such action or proceeding
      or
      separate but substantially similar or related actions or proceedings in the
      same
      jurisdiction arising out of the same general allegations or circumstances,
      be
      liable for the reasonable fees and expenses of more than one separate firm
      of
      attorneys at any time for all Indemnified Parties, which firm shall be
      designated in writing by a majority of the Indemnified Parties who are eligible
      to select such counsel); provided,
      further,
      that
      the Indemnifying Party shall not have the right to assume the defense of such
      Third Party Claim unless (i) the Indemnifying Party acknowledges fully the
      rights of the Indemnified Party (and does not contest, as a whole or in part)
      the Indemnified Party’s indemnification rights for the Third Party Claim, (ii)
      the counsel selected by the Indemnifying Party is reasonably satisfactory to
      the
      Indemnified Party, (iii) the Indemnified Party is kept informed of all material
      developments and is furnished copies of all material papers filed or sent to
      or
      from the opposing party or parties and (iv) the Indemnifying Party prosecutes
      the defense of such Third Party Claim with commercially reasonable diligence
      in
      a manner which does not materially prejudice the defense of such Third Party
      Claim. If the Indemnifying Party does not give timely notice in accordance
      with
      the preceding sentence, the Indemnifying Party shall be deemed to have given
      notice that it does not wish to control the handling of such

    


    
      
        
          
          

        

        
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    Third
      Party Claim. In the event the Indemnifying Party elects (by notice in writing
      within such 30 day period) to assume the defense of or otherwise control the
      handling of any such Third Party Claim for which indemnity is sought, the
      Indemnifying Party shall indemnify and hold harmless the Indemnified Party
      from
      and against any and all reasonable professional fees (including attorneys’ fees,
      accountants, consultants and engineering fees) and investigation expenses
      incurred by the Indemnified Party prior to such election, notwithstanding the
      fact that the Indemnifying Party may not have been so liable to the Indemnified
      Party had the Indemnifying Party not elected to assume the defense of or to
      otherwise control the handling of such Third Party Claim. If the Indemnifying
      Party assumes such defense in accordance with this Section 6(d), the Indemnified
      Party shall have the right to participate in the defense thereof and to employ
      counsel, at its own expense, separate from the counsel employed by the
      Indemnifying Party, it being understood that the Indemnifying Party shall
      control such defense. Notwithstanding the foregoing, the Indemnifying Party
      shall not be entitled to assume the defense of any Third Party Claim (and shall
      be liable for the fees and expenses of counsel incurred by the Indemnified
      Party
      in defending such Third Party Claim) if the Third Party Claim seeks an order,
      injunction or other equitable relief or relief for other than money damages
      against the Indemnified Party that the Indemnified Party reasonably determines,
      after conferring with its outside counsel, cannot be separated from any related
      claim for money damages. If such equitable relief or other relief portion of
      the
      Third Party Claim can be so separated from that for money damages, the
      Indemnifying Party shall be entitled to assume the defense of the portion
      relating to money damages. No Indemnifying Party, in the defense of any such
      claim or litigation, shall, except with the consent of each Indemnified Party,
      consent to entry of any judgment or enter into any settlement which does not
      include as an unconditional term thereof the giving by the claimant or plaintiff
      to such Indemnified Party of a release from all liability in respect to such
      claim or litigation. No Indemnified Party may consent to entry of any judgment
      or enter into any settlement without the prior written consent of the
      Indemnifying Party.

    


    (e)    If
      the
      Indemnifying Party chooses to defend or prosecute a Third Party Claim, all
      the
      Indemnified Parties shall cooperate in the defense or prosecution thereof.
      Such
      cooperation shall include the retention and (upon the Indemnifying Party’s
      request) the provision to the indemnifying party of records and information
      that
      are reasonably relevant to such Third Party Claim, and making employees
      available on a mutually convenient basis to provide additional information
      and
      explanation of any material provided hereunder.

    


    (f)    If
      the
      indemnification provided for in this Section 6 is held by a court of
      competent jurisdiction to be unavailable to an Indemnified Party with respect
      to
      any loss, liability, claim, damage or expense referred to in this Agreement,
      then the Indemnifying Party, in lieu of indemnifying the Indemnified Party,
      shall contribute to the amount paid or payable by such Indemnified Party with
      respect to such loss, liability, claim, damage or expenses in the proportion
      that is appropriate to reflect the relative fault of the Indemnifying Party
      and
      the Indemnified Party in connection with the statements or omissions that
      resulted in such loss, liability, claim, damage, or expense, as well as any
      other relevant equitable considerations. The relative fault of the Indemnifying
      Party and the Indemnified Party shall be determined by reference to, among
      other
      things, whether the untrue or alleged untrue statement of material fact or
      the
      omission to state a material fact relates to information supplied by the
      Indemnifying Party or by the Indemnified Party, and the parties’ relative
      intent, knowledge, access to information

    


    
      
        
          
          

        

        
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    and
      opportunity to correct or prevent such statement or omission. The contribution
      obligation of a Holder hereunder, if any, shall be limited to the amount of
      any
      net proceeds actually received by such Holder from the sale of Registrable
      Securities giving rise to the applicable claim, less all other amounts paid
      as
      damages in respect thereof 

    


    7.    Rule 144
      Reporting.
      With a
      view to making available the benefits of certain rules and regulations of the
      Commission which may at any time permit the sale of the Registrable Securities
      to the public without registration, after such time as a public market exists
      for the Common Stock, the Company shall use all commercially reasonable efforts
      to: 

    


    (a)    make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144 under the Securities Act; 

    


    (b)    file
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Securities Act and the Exchange Act (at any time after
      it
      has become subject to such reporting requirements); and 

    


    (c)    furnish
      to any Holder promptly upon request a written statement as to its compliance
      with the reporting requirements of Rule 144, and of the Securities Act and
      the Exchange Act, and a copy of the most recent annual or quarterly report
      of
      the Company. 

    


    The
      provisions of this Section 7 shall terminate on the date on which there are
      no Holders of Registrable Securities

    


    8.    Termination
      of Registration Rights.
      With
      the exception of Section 7, no Holder shall be entitled to exercise any
      right provided for in this Agreement after the earlier to occur of (a) the
      date
      on which all Registrable Securities held by such Holder may be sold in a single
      three-month period under Rule 144 under the Securities Act and (b) the
      tenth anniversary of the date of this Agreement. 

    


    9.    Information
      To Be Provided by the Holders.
      Each
      Holder whose Registrable Securities are included in any registration pursuant
      to
      this Agreement shall furnish the Company, upon at least three Business Days
      request, such information regarding such Holder and the distribution proposed
      by
      such Holder as may be reasonably requested in writing by the Company and as
      shall be required in connection with such registration or the registration
      or
      qualification of such securities under any applicable state securities law
      (including, without limitation, a certification of the number of shares of
      Common Stock beneficially owned by such Holder and the name of the natural
      person(s) that have voting and dispositive control over such shares). The
      Company may exclude from such registration the Registrable Securities of any
      such Holder who unreasonably fails to furnish such information. 

    


    10.    Miscellaneous.
      

    


    (a)    No
      Inconsistent Agreements.
      The
      Company represents and warrants to the Holders that it has not entered into,
      and
      covenants with the Holder that it will not enter into, any

    


    
      
        
          
          

        

        
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            12 -

          
            

          

        

        
          
          

        

      

    

    


    agreement
      with respect to its Common Stock which is inconsistent with or violates the
      rights granted to the Holder under this Agreement. 

    


    (b)    Transfer
      of Rights.
      Each
      Holder shall be entitled to transfer or assign at any time any of its rights
      or
      obligations under this Agreement, in connection with the transfer of all or
      a
      portion of its Registrable Securities, to any of the following: (i) any
      partner (including a general or limited partner) or retired partner of any
      Holder that is a partnership, (ii) any stockholder of any Holder that is a
      corporation, (iii) any member of any Holder that is a limited liability
      company and (iv) any transferee that acquires at least 10% of the total
      Registrable Securities (assuming full conversion and exercise of all Notes
      and
      Warrants); provided,
      that in
      each such case, the Company receives written notice of any transfer and the
      transferee agrees to be bound by the terms of this Agreement. 

    


    (c)    Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile or email at the facsimile number or email address
      specified below prior to 6:30 p.m. (Eastern time) on a Business Day, (b) the
      next Business Day after the date of transmission, if such notice or
      communication is delivered via facsimile or email at the facsimile number or
      email address specified below on a day that is not a Business Day or later
      than
      6:30 p.m. (Eastern time) on any Business Day, (c) the Business Day following
      the
      date of deposit with a nationally recognized overnight courier service, or
      (d)
      upon actual receipt by the party to whom such notice is required to be given.
      

    


    (d)    Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement. 

    


    (e)    Amendments
      and Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed by the Company and the Requestor. No waiver of any default
      with respect to any provision, condition or requirement of this Agreement shall
      be deemed to be a continuing waiver in the future or a waiver of any subsequent
      default or a waiver of any other provision, condition or requirement hereof,
      nor
      shall any delay or omission of either party to exercise any right hereunder
      in
      any manner impair the exercise of any such right. 

    


    (f)    Governing
      Law; Jurisdiction; Waiver of Trial by Jury.
      ALL
      QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
      OF THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF
      SUCH
      STATE. THE COMPANY AND THE PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE
      JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK,
      BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF

     

    


    
      
        
          
          

        

        
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            13 -

          
            

          

        

        
          
          

        

      

    

    


    ANY
      DISPUTE BROUGHT BY THE COMPANY OR ANY PURCHASER HEREUNDER, IN CONNECTION
      HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND
      HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR
      PROCEEDING BROUGHT BY THE COMPANY OR THE
      PURCHASER,
      ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH
      COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY
      IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING
      SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA
      REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY)
      TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT
      AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF
      PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT
      IN
      ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY
      AND THE PURCHASER HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY. 

     

    (g)    Attorneys’
      Fees.
      In the
      event of any dispute involving the terms hereof, the prevailing parties shall
      be
      entitled to collect legal fees and expenses from the other party to the dispute.
      

    


    (h)    Further
      Assurances.
      Each
      party will do and perform, or cause to be done and performed, all such further
      acts and things, and will execute and deliver all other agreements,
      certificates, instruments and documents, as another party may reasonably request
      in order to carry out the intent and accomplish the purposes of this Agreement
      and the consummation of the transactions contemplated hereby. 

    


    (i)    Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their successors and permitted assigns. The Company may not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of the Holders of a majority of the Registrable Securities.


    


     

    [signatures
      appear on following pages]

     

     

    
      
        
        

      

      
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          14 -

        
          

        

      

      
        
        

      

    

    



     

    IN
      WITNESS WHEREOF, the undersigned party has executed this Agreement as of the
      day
      and year first above written. 

     

    
      	 	 	 	 	 
	
              PHOTOMEDEX,
                INC.

            
	 
	
              By:

            	
               

            	
               

            
	
              Name:

            	
               

            	 
	
              Title:

            	
               

            	 
	 
	
              Address
                for Notice:

            
	 
	
              PhotoMedex,
                Inc.

              147
                Keystone Drive

              Montgomeryville,
                PA, 18936 

              Attention:
                President and CEO

              Facsimile:
                (215) 619-3209

            
	 
	
              with
                a copy to:

            
	 
	
              Morgan
                Lewis & Bockius LLP

              1701
                Market Street

              Philadelphia,
                PA 19103

              Attention:
                Stephen M. Goodman

              Facsimile:
                (215) 963-5001 

              Email:
                sgoodman@morganlewis.com

            


    

     

     

    [Company
      Signature Page to Registration Rights
      Agreement]

     

     

    
      
        
        

      

      
        -
          15 -

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF, the undersigned Purchaser has executed this Agreement as of
      the
      day and year first above written. 

     

    
      	 	 	 	 	 
	
              PERSEUS
                PARTNERS VII, L.P.

            
	 	 
	
              By:

            	
               

            	
              Perseus
                Partners VII GP, L.P.,

              its
                general partner

            
	 	 
	
              By:

            	
               

            	
              Perseus
                Partners VII GP, L.L.C., 

              its
                general partner

            
	 	 
	
              By:

            	
               

            	
                 


            
	 	 	 
	 	 	 


    

    


    
      	 
	
              ADDRESS
                FOR NOTICE:

            
	 
	
              c/o
                Perseus, L.L.C.

              2099
                Pennsylvania Ave., N.W.

              Suite
                900

              Washington,
                DC 20006-1813

              Attention:
                Teresa Bernstein

              Facsimile:
                (202) 463-6215

              Email:
                tbernstein@perseusllc.com

            
	 
	
              and
                to:

            
	 
	
              c/o
                Perseus L.L.C.

            
	
              1325
                Avenue of the Americas, 

              25th
                Floor

              New
                York, NY 10019

              Attn:
                John M. Glazer

            
	
              Facsimile:
                (212) 651-6399

            
	
              Email:
                jglazer@perseusllc.com

            
	 
	
              with
                a copy to:

            
	 
	
              Covington
                & Burling LLP

              The
                New York Times Building

              620
                Eighth Avenue

              New
                York, NY 10018

              Attention:
                Scott F. Smith

            
	
              Facsimile:
                (212) 362-4125

              Email:
                ssmith@cov.com

            


    

    


    

      [Purchaser
        Signature Page to Registration Rights Agreement]

       

       

       -
        15
        -