EXHIBIT 10(yy)
Annex IV
to
Subscription
Agreement
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 26, 1996 (this "Agreement"), is made
by and between PALOMAR MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the "Company"),
and the person named on the signature page hereto (the "Initial Investor").
W I T N E S S E T H:
WHEREAS, in connection with the Subscription Agreement, dated as of September 26, 1996, between the
Initial Investor and the Company (the "Subscription Agreement"), the Company has agreed, upon the terms and
subject to the conditions of the Subscription Agreement, to issue and sell to the Initial Investor an aggregate of
10,000 shares (the "Preferred Shares") of preferred stock of the Company as provided in the Subscription
Agreement, which shares of Preferred Stock are convertible into shares (the "Conversion Shares") of Common
Stock, $.01 par value per share (the "Common Stock"), and warrants (the "Warrants") to purchase shares (the
"Warrant Shares" and, together with the Conversion Shares, the "Shares") of Common Stock; and
WHEREAS, to induce the Initial Investor to execute and deliver the Subscription Agreement, the Company has
agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the "Securities Act"), and applicable state
securities laws with respect to the Shares;
NOW, THEREFORE, in consideration of the premises 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 Initial Investor hereby agree as follows:
1. DEFINITIONS.
(a) As used in this Agreement, the following terms shall have the following meanings:
(i) "Investor" means the Initial Investor and any transferee or assignee who agrees to become bound by the
provisions of this Agreement in accordance with Section 9 hereof