Exhibit 2.3
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of
___________, 2001 by and among PhotoMedex, Inc., a Delaware corporation (the
"Company"), ___________________________________________ (the "Investor"), and
each person or entity that subsequently becomes a party to this Agreement
pursuant to, and in accordance with, the provisions of Section 12 hereof
(collectively, the "Investor Permitted Transferees" and each individually an
"Investor Permitted Transferee").
WHEREAS, pursuant to a securities purchase agreement (the "Securities
Purchase Agreement"), dated as of the date hereof, the Company has agreed to
issue and sell to the Investor, and the Investor has agreed to purchase from the
Company, units ("Units"), or fractions thereof, each Unit consisting of one
hundred thousand (100,000) shares (the "Shares") of the authorized but unissued
common stock, $0.01 par value per share, of the Company (the "Common Stock") and
twenty-five thousand (25,000) common stock purchase warrants ("Warrants") to
purchase Common Stock; and
WHEREAS, the terms of the Securities Purchase Agreement provide that it
shall be a condition precedent to the closing of the transactions thereunder for
the Company and the Investor to execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
1. DEFINITIONS. The following terms shall have the meanings provided
therefore below or elsewhere in this Agreement as described below:
"Board" shall mean the board of directors of the Company.
"Closing" shall have the meaning ascribed to such term in the
Securities Purchase Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and all of the rules and regulations promulgated there under.
"Investors" shall mean, collectively, the Investor and the Investor
Permitted Transferees; provided, however, that the term "Investors" shall not
include the Investor or any of the Investor Permitted Transferees that ceases to
own or hold any Purchased Shares.
"Qualifying Holder" shall have the meaning ascribed thereto in Section
12 hereof.
"Registrable Shares" shall mean the total of (i) the Shares and (ii)
the shares of Common Stock underlying the Warrants and shares of Common Stock,
provided, however, such term shall not, after the Mandatory Registration
Termination Date, include any of the Shares that become or have become eligible
for resale pursuant to Rule 144 or pursuant to Regulation S.
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"Rule 144" shall mean Rule 144 promulgated under the Securities Act and
any successor or substitute rule, law or provision.
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended, and
all of the rules and regulations promulgated there under.
2. EFFECTIVENESS; TERMINATION. This Agreement shall become effective
and legally binding upon the Closing.
3. MANDATORY REGISTRATION.
(a) On or before October 31, 2001, the Company will prepare and file
with the SEC a registration statement on Form S-3 for the purpose of registering
under the Securities Act all of the Registrable Shares for resale by, and for
the account of, the Investors as selling stockholders thereunder (the
"Registration Statement"). The Registration Statement shall permit the Investors
to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act, any or all of the Registrable Shares. The Company agrees to
use reasonable efforts to cause the Registration Statement to become effective
as soon as practicable. The Company shall be required to keep the Registration
Statement effective until such date that is the earlier of (i) the date when all
of the Registrable Shares registered there under shall have been sold, (ii) the
date on which the Registrable Shares may be resold pursuant to an exemption
under Rule 144(k) promulgated under the Securities Act, or (iii) the second
anniversary of the Expiration Date (as such term is defined in the Warrants") of
the Warrants, subject to extension as set forth below (such date is referred to
herein as the "Mandatory Registration Termination Date"). Thereafter, the
Company shall be entitled to withdraw the Registration Statement and the
Investors shall have no further right to offer or sell any of the Registrable
Shares pursuant to the Registration Statement (or any prospectus relating
thereto). In the event the right of the selling Investors to use the
Registration Statement (and the prospectus relating thereto) is delayed or
suspended pursuant to Sections 5(c) or 11 hereof, if the events described in
subsection (a)(i) or (ii) have not yet occurred, the Company shall be required
to extend the Mandatory Registration Termination Date beyond the second
anniversary of the Closing by the same number of days as such delay or
Suspension Period (as defined in Section 11 hereof).
(b) In the event that the Registration Statement is not declared
effective by the SEC within ninety (90) days after the filing of such
Registration Statement pursuant to Section 3(a) hereof, the Company will pay the
Investors a penalty of 2.0% of the original Purchase Price (on a prorated basis)
for each 30-day period thereafter until such time that the Registration
Statement is declared effective by the SEC (all such payments to be made in cash
and nonrefundable, pro-rated for partial months) and payable at the earlier of
(1) the end of each such 30-day period or (2) the declared effectiveness of the
Registration Statement.
(c) The offer and sale of the Registrable Shares pursuant to the
Registration Statement shall not be underwritten.
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4. "PIGGYBACK" REGISTRATION RIGHTS.
(a) If, at any time after the Mandatory Registration Termination Date,
the Company proposes to register any of its Common Stock under the Securities
Act, whether as a result of a primary or secondary offering of Common Stock or
pursuant to registration rights granted to holders of other securities of the
Company (but excluding in all cases any registrations to be effected on Forms
S-4 or S-8 or other applicable successor Forms), the Company shall, each such
time, give to the Investors holding Registrable Shares written notice of its
intent to do so. Upon the written request of such Investors given within 20 days
after the giving of any such notice by the Company, the Company shall use
reasonable efforts to cause to be included in such registration the Registrable
Shares of such selling Investors, to the extent requested to be registered;
provided that (i) the number of Registrable Shares proposed to be sold by all
such selling Investors, taken together, is equal to at least seventy-five
percent (75%) of the total number of Registrable Shares then held by such
participating selling Investors, (ii) such selling Investors agree to sell those
of their Registrable Shares to be included in such registration in the same
manner and on the same terms and conditions as the other shares of Common Stock
which the Company proposes to register, and (iii) if the registration is to
include shares of Common Stock to be sold for the account of the Company or any
party exercising demand registration rights pursuant to any other agreement with
the Company, the proposed managing underwriter does not advise the Company that
in its opinion the inclusion of such selling Investor's Registrable Shares
(without any reduction in the number of shares to be sold for the account of the
Company or such party exercising demand registration rights) is likely to affect
materially and adversely the success of the offering or the price that would be
received for any shares of Common Stock offered, in which case the rights of
such selling Investors shall be as provided in Section 4(b) hereof.
(b) If a registration pursuant to Section 4(a) hereof involves an
underwritten offering and the managing underwriter shall advise the Company in
writing that, in its opinion, the number of shares of Common Stock requested by
the Investors to be included in such registration is likely to affect materially
and adversely the success of the offering or the price that would be received
for any shares of Common Stock offered in such offering, then, notwithstanding
anything in Section 4(a) to the contrary, the Company shall only be required to
include in such registration, to the extent of the number of shares of Common
Stock which the Company is so advised can be sold in such offering, (i) first,
the number of shares of Common Stock proposed to be included in such
registration for the account of the Company and/or any stockholders of the
Company (other than the Investors) that have exercised demand registration
rights, in accordance with the priorities, if any, then existing among the
Company and/or such stockholders of the Company with registration rights (other
than the Investors), and (ii) second, the shares of Common Stock requested to be
included in such registration by all other stockholders of the Company who have
piggyback registration rights (including, without limitation, the Investors),
pro rata among such other stockholders (including, without limitation, the
Investors) on the basis of the number of shares of Common Stock that each of
them requested to be included in such registration.
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(c) In connection with any offering involving an underwriting of
shares, the Company shall not be required under Section 4 hereof or otherwise to
include the Registrable Shares of any investor therein unless such investor
accepts and agrees to the terms of the underwriting, which shall be and
reasonable and customary, as agreed upon between the Company and the
underwriters selected by the Company.
5. OBLIGATIONS OF THE COMPANY. In connection with the Company's
obligation under Section 3 and 4 hereof to file the Registration Statement with
the SEC and to use reasonable efforts to cause the Registration Statement to
become effective as soon as practicable, the Company shall, as expeditiously as
reasonably possible:
(a) Prepare and file with the SEC such amendments and supplements to
the Registration Statement and the prospectus used in connection therewith as
may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Shares covered by the Registration
Statement;
(b) Furnish to the selling Investors such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents (including, without
limitation, prospectus amendments and supplements as are prepared by the Company
in accordance with Section 5(a) above) as the selling Investors may reasonably
request in order to facilitate the disposition of such selling Investors'
Registrable Shares;
(c) Notify the selling Investors, at any time when a prospectus
relating to the Registration Statement is required to be delivered under the
Securities Act, of the occurrence of any event as a result of which the
prospectus included in or relating to the Registration Statement contains an
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading in light of the circumstances in which they
are made; and, thereafter, the Company will promptly prepare (and, when
completed, give notice to each selling Investor) a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Shares, such prospectus will not contain an untrue statement of a
material fact or omit to state any fact necessary to make the statements therein
not misleading in light of the circumstances in which they are made; provided
that upon such notification by the Company, the selling Investors will not offer
or sell Registrable Shares until the Company has notified the selling Investors
that it has prepared a supplement or amendment to such prospectus and delivered
copies of such supplement or amendment to the selling Investors (it being
understood and agreed by the Company that the foregoing proviso shall in no way
diminish or otherwise impair the Company's obligation to promptly prepare a
prospectus amendment or supplement as above provided in this Section 5(c) and
deliver copies of same as above provided in Section 5(b) hereof); and
(e) Use commercially reasonable efforts to register and qualify the
Registrable Shares covered by the Registration Statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
appropriate in the opinion of the Company and the managing underwriters, if any,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in
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any such states or jurisdictions, and provided further that (notwithstanding
anything in this Agreement to the contrary with respect to the bearing of
expenses) if any jurisdiction in which any of such Registrable Shares shall be
qualified shall require that expenses incurred in connection with the
qualification therein of any such Registrable Shares be borne by the selling
Investor, then the selling Investors shall, to the extent required by such
jurisdiction, pay their pro rata share of such qualification expenses.
6. FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
the selling Investors shall furnish to the Company such information regarding
them and the securities held by them as the Company shall reasonably request and
as shall be required in order to effect any registration by the Company pursuant
to this Agreement.
7. EXPENSES OF REGISTRATION. All expenses incurred in connection with
the registration of the Registrable Shares pursuant to this Agreement (excluding
underwriting, brokerage and other selling commissions and discounts), including
without limitation all registration and qualification and filing fees, printing,
and fees and disbursements of counsel for the Company, shall be borne by the
Company.
8. DELAY OF REGISTRATION. The Investors shall not take any action to
restrain, enjoin or otherwise delay any registration as the result of any
controversy which might arise with respect to the interpretation, or
implementation of this Agreement.
9. INDEMNIFICATION.
(a) To the extent permitted by law, the Company will indemnify and hold
harmless each selling Investor, any investment banking firm acting as an
underwriter for the selling Investor, any broker/dealer acting on behalf of any
selling Investor and each officer and director of such selling Investor, such
underwriter, such broker/dealer and each person, if any, who controls such
selling Investor, such underwriter or broker/dealer within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which they may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue or alleged untrue statement
of any material fact contained in the Registration Statement, in any preliminary
prospectus or final prospectus relating thereto or in any amendments or
supplements to the Registration Statement or any such preliminary prospectus or
final prospectus, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading in light of the
circumstances in which they are made; and will reimburse such selling Investor,
such underwriter, broker/dealer or such officer, director or controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section 9(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, damage, liability or
action to the extent that it arises out of or
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is based upon an untrue statement or alleged untrue statement or omission made
in connection with the Registration Statement, any preliminary prospectus or
final prospectus relating thereto or any amendments or supplements to the
Registration Statement or any such preliminary prospectus or final prospectus,
in reliance upon and in conformity with written information furnished expressly
for use in connection with the Registration Statement or any such preliminary
prospectus or final prospectus by the selling Investor, any underwriter for them
or controlling person with respect to them.
(b) To the extent permitted by law, each selling Investor will
severally and not jointly indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed the Registration Statement, each
person, if any, who controls the Company within the meaning of the Securities
Act, any investment banking firm acting as underwriter for the Company or the
selling Investor, or any broker/dealer acting on behalf of the Company or any
selling Investor, and all other selling Investor against any losses, claims,
damages or liabilities to which the Company or any such director, officer,
controlling person, underwriter, or broker/dealer or such other selling Investor
may become subject to, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any untrue or alleged untrue statement of any material fact
contained in the Registration Statement or any preliminary prospectus or final
prospectus, relating thereto or in any amendments or supplements to the
Registration Statement or any such preliminary prospectus or final prospectus,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances in which they
are made, in each case to the extent and only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in the Registration Statement, in any preliminary prospectus or final prospectus
relating thereto or in any amendments or supplements to the Registration
Statement or any such preliminary prospectus or final prospectus, in reliance
upon and in conformity with written information furnished by the selling
Investors expressly for use in connection with the Registration Statement, or
any preliminary prospectus or final prospectus; and such selling Investors will
reimburse any legal or other expenses reasonably incurred by the Company or any
such director, officer, controlling person, underwriter, broker/dealer or other
selling Investors in connection with investigating or defending any such loss,
claim, damage, liability or action, provided, however, that the liability of
each selling Investor hereunder shall be limited to the proceeds (net of
underwriting discounts and commissions, if any) received by such selling
Investors from the sale of Registrable Shares covered by the Registration
Statement, and provided, further, however, that the indemnity agreement
contained in this Section 9(b) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected
without the consent of those selling Investor(s) against which the request for
indemnity is being made (which consent shall not be unreasonably withheld).
(c) Promptly after receipt by an indemnified party under this Section 9
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 9, notify the indemnifying party in writing of the commencement thereof
and the indemnifying party shall have the right to participate in and, to the
extent the indemnifying party desires, jointly with any other
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indemnifying party similarly noticed, to assume at its expense the defense
thereof with counsel mutually satisfactory to the indemnifying parties with the
consent of the indemnified party which consent will not be unreasonably
withheld, conditioned or delayed. In the event that the indemnifying party
assumes any such defense, the indemnified party may participate in such defense
with its own counsel and at its own expense, provided, however, that the counsel
for the indemnifying party shall act as lead counsel in all matters pertaining
to such defense or settlement of such claim and the indemnifying party shall
only pay for such indemnified party's expenses for the period prior to the date
of its participation on such defense. The failure to notify an indemnifying
party promptly of the commencement of any such action, if prejudicial to his
ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 9, but the omission so to
notify the indemnifying party will not relieve him of any liability which he may
have to any indemnified party otherwise other than under this Section 9.
(d) Notwithstanding anything to the contrary herein, the indemnifying
party shall not be entitled to settle any claim, suit or proceeding unless in
connection with such settlement the indemnified party receives an unconditional
release with respect to the subject matter of such claim, suit or proceeding and
such settlement does not contain any admission of fault by the indemnified
party.
10. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to
the Investor the benefits of Rule 144 and any other rule or regulation of the
SEC that may at any time permit the Investors to sell the Shares to the public
without registration, the Company agrees to use commercially reasonable efforts:
(i) to make and keep public information available, as those terms are understood
and defined in the General Instructions to Form S-3, or any successor or
substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner
all reports and other documents required to be filed by an issuer of securities
registered under the Securities Act or the Exchange Act, (iii) as long as any
Investor owns any Shares, to furnish in writing upon such Investor's request a
written statement by the Company that it has complied with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act, and to
furnish to such Investor a copy of the most recent annual or quarterly report of
the Company, and such other reports and documents so filed by the Company as may
be reasonably requested in availing such Investor of any rule or regulation of
the SEC permitting the selling of any such Shares without registration and (iv)
undertake any additional actions reasonably necessary to maintain the
availability of the Registration Statement or the use of Rule 144.
11. DEFERRAL AND LOCK-UP.
(a) Notwithstanding anything in this Agreement to the contrary, if the
Company shall furnish to the selling Investors a certificate signed by the
President or Chief Executive Officer of the Company stating that the Board of
Directors of the Company has made the good faith determination (i) that
continued use by the selling Investors of the Registration Statement for
purposes of effecting offers or sales of Registrable Shares pursuant thereto
would require, under the Securities Act, premature disclosure in the
Registration Statement (or the prospectus relating thereto) of material,
nonpublic information concerning the Company, its business or prospects or any
proposed material transaction involving the Company, (ii) that such premature
disclosure
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would be materially adverse to the Company, its business or prospects or any
such proposed material transaction or would make the successful consummation by
the Company of any such material transaction significantly less likely and (iii)
that it is therefore essential to suspend the use by the Investors of such
Registration Statement (and the prospectus relating thereto) for purposes of
effecting offers or sales of Registrable Shares pursuant thereto, then the right
of the selling Investors to use the Registration Statement (and the prospectus
relating thereto) for purposes of effecting offers or sales of Registrable
Shares pursuant thereto shall be suspended for a period (the "Suspension
Period") of not more than 60 days after delivery by the Company of the
certificate referred to above in this Section 11. During the Suspension Period,
none of the Investor shall offer or sell any Registrable Shares pursuant to or
in reliance upon the Registration Statement (or the prospectus relating
thereto). The Company may not exercise this right more than three times in each
year after the Closing.
12. TRANSFER OF REGISTRATION RIGHTS. None of the rights of any Investor
under this Agreement shall be transferred or assigned to any person unless (i)
such person is a Qualifying Holder (as defined below), and (ii) such person
agrees to become a party to, and bound by, all of the terms and conditions of,
this Agreement by duly executing and delivering to the Company an Instrument of
Adherence in the form attached as Exhibit B hereto. For purposes of this Section
12, the term "Qualifying Holder" shall mean, with respect to any Investor, (i)
any partner thereof, (ii) any corporation, partnership controlling, controlled
by, or under common control with, such Investor or any partner thereof, or (iii)
any other direct transferee from such Investor of at least 50% of those
Registrable Shares held or that may be acquired by such Investor. None of the
rights of any Investor under this Agreement shall be transferred or assigned to
any person (including, without limitation, a Qualifying Holder) that acquires
Registrable Shares in the event that and to the extent that such Person is
eligible to resell such Registrable Shares pursuant to Rule 144(k) of the
Securities Act or may otherwise resell such Registrable Shares pursuant to an
exemption from the registration provisions of the Securities Act.
13. ENTIRE AGREEMENT. This Agreement constitutes and contains the
entire agreement and understanding of the parties with respect to the subject
matter hereof, and it also supersedes any and all prior negotiations,
correspondence, agreements or understandings with respect to the subject matter
hereof.
14. MISCELLANEOUS.
(a) This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, and
shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, personal representatives, successors or
assigns, provided that the terms and conditions of Section 12 hereof
are satisfied. This Agreement shall also be binding upon and inure to
the benefit of any transferee of any of the Units provided that the
terms and conditions of Section 12 hereof are satisfied.
Notwithstanding anything in this Agreement to the contrary, if at any
time any Investor shall cease to own any Units or Shares, all of such
Investor's rights under this Agreement shall immediately terminate.
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(b) (i) Any notices, reports or other correspondence
(hereinafter collectively referred to as "correspondence") required or
permitted to be given hereunder shall be sent by courier (overnight or
same day) or telecopy or delivered by hand to the party to whom such
correspondence is required or permitted to be given hereunder. The date
of giving any notice shall be the date of its actual receipt.
(ii) All correspondence to the Company shall be
addressed as follows:
PhotoMedex, Inc.
5 Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. X'Xxxxxxx, President
Telecopier: (000) 000-0000
with a copy to:
Xxxx, Forward, Xxxxxxxx & Scripps LLP
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx, Esq.
Telecopier: (000) 000-0000
(iii) All correspondence to any Investor shall be
sent to the address set forth in Exhibit A.
(c) Any entity may change the address to which correspondence
to it is to be addressed by notification as provided for herein.
(d) The parties acknowledge and agree that in the event of any
breach of this Agreement, remedies at law may be inadequate, and each
of the parties hereto shall be entitled to seek specific performance of
the obligations of the other parties hereto and such appropriate
injunctive relief as may be granted by a court of competent
jurisdiction.
(e) This Agreement may be executed in a number of
counterparts, each of which together shall for all purposes constitute
one Agreement, binding on all the parties hereto notwithstanding that
all such parties have not signed the same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement as of the date and year first above written.
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PhotoMedex, Inc.
By: _____________________________
Name: Xxxxxxx X'Xxxxxxx
Title: Chief Executive Officer
THE INVESTOR'S SIGNATURE TO THE INVESTOR QUESTIONNAIRE DATED AS OF THE DATE
HEREOF OF SHALL CONSTITUTE THE INVESTOR'S SIGNATURE TO THIS REGISTRATION RIGHTS
AGREEMENT.
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EXHIBIT A
NAME AND ADDRESS
Provide the full legal name of the Investor(s). In the case of organizations,
provide the type of entity (e.g., corporation, partnership, or trust) and its
state of organization.
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Residence or business address and telephone number of the Investor(s).
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EXHIBIT B
Instrument of Adherence
Reference is hereby made to that certain Registration Rights Agreement, dated as
of ____________, 2001, among PhotoMedex, Inc., a Delaware corporation (the
"Company"), the Investor and the Investor Permitted Transferees, as amended and
in effect from time to time (the "Registration Rights Agreement"). Capitalized
terms used herein without definition shall have the respective meanings ascribed
thereto in the Registration Rights Agreement.
The undersigned, in order to become the owner or holder of [___________] Units,
hereby agrees that, from and after the date hereof, the undersigned has become a
party to the Registration Rights Agreement in the capacity of an Investor
Permitted Transferee, and is entitled to all of the benefits under, and is
subject to all of the obligations, restrictions and limitations set forth in,
the Registration Rights Agreement that are applicable to Investor Permitted
Transferees. This Instrument of Adherence shall take effect and shall become a
part of the Registration Rights Agreement immediately upon execution.
Executed under seal as of the date set forth below under the laws of
___________________.
Signature: ________________________________
Name:
Title:
Accepted:
Company Name
By: _____________________________
Name:
Title:
Date: ___________________________
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