Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


AGREEMENT dated as of       , 2018
(this “Agreement”) among Sol-Gel Technologies Ltd., a company incorporated under the laws of the Israel (the
“Company”), and M. Arkin Dermatology Ltd.


 


In consideration of the mutual
promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


 


ARTICLE 1


DEFINITIONS


 


Section 1.01. Definitions. (a) The
following terms, as used herein, have the following meanings:


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with
such Person, provided that no security holder of the Company shall be deemed an Affiliate of any other security
holder solely by reason of any investment in the Company. For the purpose of this definition, the term “control”
(including, with correlative meanings, the terms “controlling”, “controlled by” and “under
common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.


 


“Business Day”
means any day except a Friday or a Saturday or other day on which most Israeli banking institutions are not open for business.


 


“Company Securities”
means the Ordinary Shares held on the date hereof or acquired after the date hereof.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“FINRA”
means the Financial Industry Regulatory Authority (formerly, the National Association of Securities Dealers, Inc.) and any successor
thereto.


 


“Initial Public Offering”
means the Company’s initial underwritten public offering of Ordinary Shares pursuant to an effective registration statement
under the Securities Act.


 


“Ordinary Shares”
means ordinary shares, par value NIS 0.1 per share, of the Company and any shares into which such Ordinary Shares may thereafter
be converted or changed.


 


“Permitted Transferee”
means in the case of any Shareholder, a Person to whom Registrable Securities or any other securities of the Company convertible
or exercisable into or exchangeable for Company Securities are Transferred by such Shareholder; provided that (i) such
Transfer does not violate any agreements between such Shareholder and the Company or any of the Company’s subsidiaries, (ii) such
Transfer is not made in a registered offering or pursuant to Rule 144, and (iii) such transferee is (A) an Affiliate
of the Shareholder or (B) acquires at least 20% of the Shareholder’s Registrable Securities (including for these purposes
Company Securities that are issuable upon the conversion, exercise or exchange of any other securities of the Company).


 


“Person”
means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.


 


“Public Offering”
means an underwritten public offering of Company Securities (or any securities representing Company Securities) pursuant to an
effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4, Form F-4
or Form S-8 or any similar or successor form.


 




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“Registrable Securities”
means, at any time, any Company Securities and any other securities issued or issuable by the Company or any of its successors
or assigns in respect of any such Company Securities by way of conversion, exchange, exercise, dividend, split, reverse split,
combination, recapitalization, reclassification, merger, amalgamation, consolidation, sale of assets, other reorganization or otherwise,
in each case held on the date hereof or acquired after the date hereof, until (i) a registration statement covering such Company
Securities or such other securities has been declared effective by the SEC and such Company Securities or such other securities
have been disposed of pursuant to such effective registration statement, (ii) such Company Securities or such other securities
are sold under circumstances in which all of the applicable conditions of Rule 144 are met or (iii) all of such Company Securities
and such other securities held by the holder thereof are eligible for sale by such holder under Rule 144 without any limitation
thereunder (including with respect to volume or manner of sale) or need for current public information.


 


“Registration Expenses”
means any and all expenses incident to the performance of, or compliance with, any registration or marketing of securities (other
than transfer taxes, if any), including without limitation all (i) registration and filing fees, and all other fees and expenses
payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees
and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel
in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with
the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection
therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses
of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable
fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants
retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent
certified public accountants of any comfort letters requested pursuant to Section 2.04(h)), (vii) reasonable fees and
expenses of any special experts retained by the Company in connection with such registration, (viii)  reasonable fees and
disbursements of one counsel for all of the Shareholders participating in the offering selected by the Shareholders holding the
majority of the Registrable Securities to be sold for the account of all Shareholders in the offering, in an amount not to exceed
$50,000, (ix) fees and expenses in connection with any review by FINRA of the underwriting arrangements or other terms of
the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses
of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers, but excluding any underwriting
fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any
agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling
agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer
agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection
with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken
in connection with the registration, marketing or selling of the Registrable Securities, and (xiv) all out-of-pocket costs
and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 2.04(m).
Except as set forth in clause (viii) above, Registration Expenses shall not include any out-of-pocket expenses of the Shareholders
(or the agents who manage their accounts).


 


“Rule 144”
means Rule 144 (or any successor or similar provisions) under the Securities Act.


 


“SEC” means
the Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Shareholder”
means at any time, any Person (other than the Company) who shall then be a party to or bound by this Agreement (including without
limitation any Permitted Transferees who become a party to this Agreement pursuant to Section 5.01(b)), so long as such Person
shall “beneficially own” (as such term is defined in Rule 13d-3 of the Exchange Act) any Company Securities.


 




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“Transfer”
means, with respect to any Company Securities or any other securities of the Company that are convertible or exercisable into or
exchangeable for Company Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate
or otherwise transfer such Company Securities or any participation or interest therein, whether directly or indirectly, or agree
or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange,
pledge, encumbrance, hypothecation, or other transfer of such Company Securities or any participation or interest therein or any
agreement or commitment to do any of the foregoing.


 


Section 1.02. Other
Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder”
and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or
interpretation hereof. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.
Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall
be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words
or words of like import.


 


ARTICLE 2


REGISTRATION RIGHTS


 


Section 2.01. Demand
Registration. (a)  If at any time following completion of the Initial Public Offering, subject to the terms of any “lock-up”
agreement entered into with one or more underwriters (unless waived by such underwriter(s)), the Company shall receive a request
(each such request shall be referred to herein as a “Demand Registration”) from a Shareholder or group of Shareholders
(the requesting Shareholder(s) shall be referred to herein as the “Requesting Shareholder”), holding at least
thirty percent (30%)  of the Registrable Securities then outstanding, that the Company effect the registration under the Securities
Act (i) for the first Public Offering of the Company after the completion of the Initial Public Offering (the “Follow-On
Offering”), at least twenty percent (20%) of the Requesting Shareholder’s Registrable Securities then outstanding
(or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed
$10,000,000), or (ii) after the completion of the Follow-On Offering, all or any portion of the Requesting Shareholder’s
Registrable Securities and, in each case, specifying the intended method of disposition thereof, then the Company shall as promptly
as practicable following the date of receipt by the Company of such request give notice of such Demand Registration at least fifteen
(10) days after receipt of such Demand Registration to the other Shareholders, if any, and thereupon shall (i) as soon as
practicable, and in any event within forty five (45) days after the date the Demand Registration is given by the Requesting Shareholder,
file a registration statement under the Securities Act, and (ii) use its commercially reasonable efforts to effect, as expeditiously
as possible, and in any event within one hundred twenty (120) days after the date the Demand Registration is given by the
Requesting Shareholder, the effectiveness of the registration statement, in each case covering:


 


(i) subject to
the restrictions set forth in Sections 2.01(e), all Registrable Securities for which the Requesting Shareholder has requested registration
under this Section 2.01, and


 


(ii) subject to
the restrictions set forth in Sections 2.01(e), all other Registrable Securities of the same class as those requested to be registered
by the Requesting Shareholder that any other Shareholders (all such Shareholders, together with the Requesting Shareholder, the
“Registering Shareholders”), if any, have requested the Company to register pursuant to this Section 2.01,
by request received by the Company within seven Business Days after such Shareholders receive the Company’s notice of the
Demand Registration,


 




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all to the extent necessary to permit the disposition
(in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that,
the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the
sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $10,000,000. In no event
shall the Company be required to effect more than two (2) Demand Registrations pursuant to this Section 2.01.


 


(b) Promptly after the expiration
of the seven-Business Day period referred to in Section 2.01(a)(ii), the Company will notify all Registering Shareholders
of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included
therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholder
may revoke such request, without liability, by providing a notice to the Company revoking such request. Notwithstanding clause
(d) below, a request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out
of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such
revoked request) or (ii) the Requesting Shareholder reimburses the Company for all Registration Expenses (other than the expenses
set forth under clause (v) of the definition of the term Registration Expenses) of such revoked request.


 


(c) The Company shall be liable
for and shall pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration
is effected, unless the Requesting Shareholder elects to pay such Registration Expenses as described in the last sentence of Section 2.01(b).


 


(d) A Demand Registration
shall not be deemed to have occurred unless the registration statement relating thereto (i) has become effective under the
Securities Act and (ii) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable
Securities of the Registering Shareholders included in such registration have actually been sold thereunder), provided that
a Demand Registration shall not be deemed to have occurred if, after such registration statement becomes effective, such registration
statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency
or court.


 


(e) If the Requesting Shareholder
intends to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the
Company as part of their request pursuant to section 2.01, and the Company shall include such information in their notice to the
other Shareholders. If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the
Company and the Requesting Shareholder that, in its view, the number of shares of Registrable Securities requested to be included
in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds
the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such
shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority
listed below, up to the Maximum Offering Size:


 


(i) first, all
Registrable Securities requested to be included in such registration by all Registering Shareholders (allocated, if necessary for
the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of Registrable
Securities held by each such Shareholder, or in such other proportion as shall mutually be agreed to by all such Registering Shareholders);
and


 


(ii) second, any
securities proposed to be registered by the Company (including for the benefit of any other Persons not party to this Agreement).


 


(f) The Company may postpone
effecting a registration pursuant to this Section 2.01 on two occasions during any period of twelve consecutive months for
a reasonable time specified in the notice but not exceeding 90 days in the aggregate in any period of twelve consecutive months
(which period may not be extended or renewed), if the Company furnishes to the Requesting Shareholder a certificate signed by the
Company’s chief executive officer stating that (i) effecting the registration would materially and adversely interfere with
a significant acquisition, corporate reorganization, or other similar transaction involving the Company or (ii) effecting
the registration would require the premature disclosure of material information that the Company has a bona fide business purpose
to preserve as confidential. In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration
pursuant to Section 2.01 during the period that is thirty (30) days before the Company’s good faith estimate of the date
of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration (other
than a registration on Form S-8 or any successor or similar forms), provided that the Company is actively employing in good faith
commercially reasonable efforts to cause such registration statement to become effective.


 




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Section 2.02. Piggyback
Registration. (a) If at any time after the completion of the Initial Public Offering the Company proposes to register
any Company Securities under the Securities Act (other than (i) a Shelf Registration (defined below), which will be subject
to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject
to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to
Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of
the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for
its own account, the Company shall each such time give prompt notice at least ten (10) Business Days prior to the anticipated
filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such
Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration
statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Shareholder
may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request
of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall
specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially
reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been
so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities
so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all
such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters
selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company, and (B) if, at any
time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to
the effective date of the registration statement filed in connection with such registration, the Company shall determine for any
reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved
of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this
Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01
or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection
with each Piggyback Registration.


 


(b) If a Piggyback Registration
involves an underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of Shares
that the Company and the Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall
include in such registration, in the following priority, up to the Maximum Offering Size:


 


(i) first, so much
of the Company Securities proposed to be registered for the account of the Company (or, if such registration is pursuant to a demand
by a Person that is not a Shareholder, for the account of such other Person) as would not cause the offering to exceed the Maximum
Offering Size,


 


(ii) second, all
Registrable Securities requested to be included in such registration by any Shareholders pursuant to this Section 2.02 (allocated,
if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative
number of Registrable Securities held by each such Shareholder, or in such other proportion as shall mutually be agreed to by all
such Registering Shareholders), and


 


(iii) third, any
securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall
determine;


 




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provided that, notwithstanding the
foregoing, in no event shall the number of Registrable Securities included in the underwritten Public Offering be reduced below
25% of the total number of securities included in such Public Offering.


 


Section 2.03. Shelf
Registration. (a) At any time after the first anniversary of the Initial Public Offering, if the Company is eligible to
use Form F-3 or Form S-3, a Shareholder or group of Shareholders (referred to herein as the “Shelf Requesting Shareholder”)
may request the Company to effect a registration of some or all of the Registrable Securities held by such Shelf Requesting Shareholder
under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf
Registration”); provided that, the Company shall not be obligated to effect a Shelf Registration unless
the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Shelf
Registration equals or exceeds $5,000,000 (net of discounts and commissions). A Shareholder or group of Shareholders whose Registrable
Securities are included in such Shelf Registration or may be included therein without the need for an amendment to such Shelf Registration
(other than an automatically effective amendment) may demand that the Company to effectuate a Public Offering from such Shelf Registration
(an “Underwritten Takedown”), provided that the Company shall only be required to effectuate two Underwritten
Takedowns within any twelve-month period. The provisions of Section 2.01 shall apply mutatis mutandis to
each Underwritten Takedown, with references to “filing of the registration statement” or “effective date”
being deemed references to filing of a prospectus or supplement for such offering and references to “registration”
being deemed references to the offering; provided that Registering Shareholders shall only include Shareholders
whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for an amendment
to such Shelf Registration (other than an automatically effective amendment). So long as the Shelf Registration is effective, no
Shareholder may request any Demand Registration pursuant to Section 2.01 with respect to Registrable Shares that are registered
on such Shelf Registration but instead shall have the right to request an Underwritten Takedown as set forth above.


 


(b) If the Company shall receive
a request from a Shelf Requesting Shareholder that the Company effect a Shelf Registration, then the Company shall as promptly
as practicable following the date of receipt by the Company of such request give notice of such requested registration and at least
ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration
to the other Shareholders and thereupon shall (i) as soon as practicable, and in any event within forty five (45) days after the
date the request for a Shelf Registration is given by the Shelf Requesting Shareholder, file a registration statement on Form F-3
or S-3, as applicable, under the Securities Act, and (ii) use its reasonable best efforts to effect, as expeditiously as possible,
and in any event within one hundred (120) days after the date the request for a Shelf Registration is given by the Shelf Requesting
Shareholder, the effectiveness of a registration statement under the Securities Act, in each case covering:


 


(i) all Registrable Securities
for which the Shelf Requesting Shareholder has requested registration under this Section 2.03, and


 


(ii) all other Registrable
Securities of the same class as those requested to be registered by the Shelf Requesting Shareholder that any other Shareholders
(all such Shareholders, together with the Shelf Requesting Shareholder, the “Shelf Registering Shareholders”)
have requested the Company to register by request received by the Company within five (5) Business Days after such Shareholders
receive the Company’s notice of the Shelf Registration, all to the extent necessary to permit the registration of the Registrable
Securities so to be registered on such Shelf Registration.


 


(c) At any time prior to the
effective date of the registration statement relating to such Shelf Registration, the Shelf Requesting Shareholder may revoke such
request, without liability, by providing a notice to the Company revoking such request.


 


(d) The Company shall be liable
for and pay all Registration Expenses in connection with any Shelf Registration.


 




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(e) The Company may postpone
effecting a registration or an Underwritten Takedown pursuant to this Section 2.03 on two occasions during any period of twelve
consecutive months for a reasonable time specified in the notice but not exceeding 90 days in the aggregate in any period of twelve
consecutive months (which period may not be extended or renewed), if the Company furnishes to Requesting Shareholder a certificate
signed by the Company’s chief executive officer stating that (i) effecting the registration would materially and adversely
interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company or (ii) effecting
the registration would require the premature disclosure of material information that the Company has a bona fide business purpose
to preserve as confidential. In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration
or any Underwritten Takedown pursuant to Section 2.03 during the period that is thirty (30) days before the Company’s good
faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated
registration (other than a registration on Form S-8 or any successor or similar forms), provided that the Company is actively employing
in good faith commercially reasonable efforts to cause such registration statement to become effective.


 


Section 2.04. Registration
Procedures. In connection with Section 2.01, 2.02 and 2.03, subject to the provisions of such Sections, the Company shall
use all commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with
the intended method of disposition thereof as quickly as practicable, and, in connection with any such request:


 


(a) The Company shall as expeditiously
as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel
for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered
thereunder in accordance with the intended method of distribution thereof, and use all commercially reasonable efforts to cause
such filed registration statement to become and remain effective for a period of not less than 180 days or in the case of a Shelf
Registration, three years (or such shorter period in which all of the Registrable Securities of the Shareholders included in such
registration statement shall have actually been sold thereunder or cease to be Registrable Securities). Any such registration statement
shall be an automatically effective registration statement to the extent permitted by the SEC’s rules and regulations.


 


(b) Prior to filing a registration
statement or prospectus or any amendment or supplement thereto (other than any report filed pursuant to the Exchange Act that is
incorporated by reference therein), the Company shall, if requested, furnish to each participating Shareholder and each underwriter,
if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed
to be filed, and thereafter the Company shall furnish to such Shareholder and underwriter, if any, such number of copies of such
registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated
by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424, Rule 430A, Rule 430B or Rule 430C under the Securities Act and such
other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Shareholder.


 


(c) After the filing of the
registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement
and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the
applicable period in accordance with the intended methods of disposition by the Shareholders thereof set forth in such registration
statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered
by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all
reasonable actions required to prevent the entry of such stop order or to remove it if entered.


 


(d) The Company shall use
all commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration statement
under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Shareholder
or Shelf Registering Shareholder holding such Registrable Securities reasonably (in light of such Shareholder’s intended
plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and
all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition
of the Registrable Securities owned by such Shareholder, provided that the Company shall not be required to (A) qualify
generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.04(d),
(B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.


 




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(e) The Company shall promptly
notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation
of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein in the light of the circumstances under which they were made at such
time not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement
or amendment.


 


(f) The Company shall have
the right to select an underwriter or underwriters in connection with any Public Offering resulting from any exercise of a Demand
Registration (including any Underwritten Takedown), which underwriter or underwriters shall be reasonably acceptable to the Requesting
Shareholder. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting
agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent
underwriter” in connection with the qualification of the underwriting arrangements with FINRA.


 


(g) Upon execution of confidentiality
agreements in form and substance reasonably satisfactory to the Company, the Company shall, in connection with a Public Offering
make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration
statement being filed by the Company pursuant to this Agreement and any attorney, accountant or other professional retained by
any such Shareholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent
corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary
or desirable to enable any of the Inspectors to exercise its due diligence responsibility, and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall
not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement
or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction. Each Shareholder agrees that information obtained by it as a result of such inspections
shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company
Securities unless and until such information is made generally available to the public. Each Shareholder further agrees that, upon
learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and
allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.


 


(h) In connection with any
Public Offering, the Company shall use its reasonable best efforts to furnish to each underwriter, if any, a signed counterpart,
addressed to such underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort
letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily
covered by opinions or comfort letters, as the case may be, as the managing underwriter therefor reasonably requests.


 


(i) The Company shall otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement or such other document covering a period of twelve months, beginning
within three months after the effective date of the registration statement, which earnings statement satisfies the requirements
of Rule 158 under the Securities Act.


 




    	 	8	 



     


    

 


(j) The Company may require
each Shareholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities
as the Company may from time to time reasonably request and such other information as may be legally required in connection with
such registration. In connection with a Shelf Registration, any Shareholder that does not provide such information within five
(5) Business Days of a request by the Company (which request is made before filing of the Shelf Registration) may have its
Registrable Securities excluded from such Shelf Registration; provided that such securities shall be added within
fifteen Business Days after the Shareholder provides such information if the Company may add such securities to such Shelf Registration
without the need for a post-effective amendment (other than an automatically effective amendment) to the Shelf Registration.


 


(k) Each Shareholder agrees
that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.04(e),
such Shareholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering
such Registrable Securities until such Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated
by Section 2.04(e), and, if so directed by the Company, such Shareholder shall deliver to the Company all copies, other than
any permanent file copies then in such Shareholder’s possession, of the most recent prospectus covering such Registrable
Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during
which such registration statement shall be maintained effective (including the period referred to in Section 2.04(a)) by the
number of days during the period from and including the date of the giving of notice pursuant to Section 2.04(e) to the date
when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements
of Section 2.04(e).


 


(l) The Company shall use
its reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange
or quotation system on which the Ordinary Shares are then listed or traded.


 


(m) In any Public Offering
pursuant to a Demand Registration, the Company shall have appropriate officers of the Company (i) prepare and make presentations
at any “road shows” and before analysts and (ii) otherwise use their reasonable best efforts to cooperate as reasonably
requested by the underwriters in the offering, marketing or selling of the Registrable Securities.


 


(n) Each Shareholder agrees
that, in connection with any offering pursuant to this Agreement, it will not prepare or use or refer to, any “free writing
prospectus” (as defined in Rule 405 of the Securities Act) without the prior written authorization of the Company (which
authorization shall not be unreasonably withheld), and will not distribute any written materials in connection with the offer or
sale of the Registrable Securities pursuant to any registration statement hereunder other than the prospectus and any such free
writing prospectus so authorized.


 


Section 2.05. Participation
In Public Offering. No Shareholder may participate in any Public Offering hereunder unless such Shareholder (a) agrees
to sell such Shareholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements, “lock-up” agreements and other documents reasonably required under the terms
of such underwriting arrangements that are in customary form and consistent with the provisions of this Agreement in respect of
registration rights.


 


Section 2.06. Rule
144 Sales; Cooperation By The Company. If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144,
the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder
such information as such Shareholder shall reasonably request. Without limiting the foregoing, the Company shall at any time after
any of the Company’s Ordinary Shares are registered under the Securities Act or the Exchange Act, use commercially reasonable
efforts to: (i) make and keep available public information, as those terms are contemplated by Rule 144; (ii) timely
file with the SEC all reports and other documents required to be filed under the Securities Act and the Exchange Act; and (iii) furnish
to each Shareholder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements
of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other
information as such Shareholder may reasonably request in order to avail itself of any rule or regulation of the SEC allowing such
Shareholder to sell any Registrable Securities without registration.


 




    	 	9	 



     


    

 


ARTICLE 3


INDEMNIFICATION AND CONTRIBUTION


 


Section 3.01. Indemnification
by the Company. To the extent permitted by law, the Company will indemnify and hold harmless each Shareholder beneficially
owning any Registrable Securities covered by a registration statement, its officers, directors, employees, partners, members. agents,
legal counsel and accountants, and any underwriter (as defined under the Securities Act) for such Shareholder and its officers
and directors, and each Person, if any, who controls such Shareholder or underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses
(including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, “Damages”)
and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other
expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may
result, as such expenses are incurred, caused by or relating to any untrue statement or alleged untrue statement of a material
fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or free-writing prospectus
(as defined in Rule 405 under the Securities Act), or caused by or relating to any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged
violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities
law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law, except insofar
as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made
in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Shareholder, underwriter,
controlling Person or other aforementioned Person expressly for use therein.


 


Section 3.02. Indemnification
by Participating Shareholders. To the extent permitted by law, each Shareholder holding Registrable Securities included in
any registration statement agrees, severally but not jointly, will indemnify and hold harmless the Company, its officers, directors,
agents, legal counsel and accountants, any underwriter (as defined in the Securities Act) and its officers and directors, any other
Shareholder selling securities in such registration statement, and each Person, if any, who controls the Company, such underwriter
or other Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the
same extent as the indemnity from the Company to such Shareholder provided in Section 3.01, but only to the extent such Damages
arise out of or are based upon actions and omissions made in reliance upon and in conformity with information about such Shareholder
furnished in writing by or on behalf of such Shareholder expressly for use in any registration statement or prospectus relating
to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or free-writing prospectus.
No Shareholder shall be liable under this Section 3.02 for any Damages in excess of the net proceeds realized by such Shareholder
in the sale of Registrable Securities of such Shareholder to which such Damages relate, except in the case of fraud or willful
misconduct by such Shareholder.


 




    	 	10	 



     


    

 


Section 3.03. Conduct
of Indemnification Proceedings. If any proceeding (including any governmental investigation) shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to this Article 3, such Person (an “Indemnified Party”)
shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing
and the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to such Indemnified
Party, and shall assume the payment of all fees and expenses, provided that the failure of any Indemnified Party
so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent
that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall
have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless (a) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel,
(b) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them, including one or more defenses or counterclaims that are different
from or in addition to those available to the Indemnifying Party, or (c) the Indemnifying Party shall have failed to assume
the defense within 30 days of notice pursuant to this Section 3.03. It is understood that, in connection with any proceeding
or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses
of more than one separate firm of attorneys (in addition to one local counsel per jurisdiction) at any time for all such Indemnified
Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for
the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not
be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there
be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written
consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in
respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such settlement (A) includes an unconditional release of such Indemnified Party from all liability arising out
of such proceeding, and (B) does not include any injunctive or other equitable or non-monetary relief applicable to or affecting
such Indemnified Person.


 


Section 3.04. Contribution.
If the indemnification provided for in this Article 3 is unavailable to or unenforceable by the Indemnified Parties in respect
of any Damages, then each Indemnifying Party, in lieu of indemnifying the Indemnified Parties, shall contribute to the amount paid
or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party
and Indemnified Party in connection with the actions, statements or omissions that resulted in such Damages as well as any other
relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference
to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or
omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Damages shall be deemed
to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or
expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such
fees or expenses if the indemnification provided for in this Article 3 was available to such party in accordance with its terms.


 


The parties hereto agree that
it would not be just and equitable if contribution pursuant to this Section 3.04 were determined by pro rata allocation or
by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 3.04, no Shareholder shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the proceeds actually received by such Shareholder from the sale of the Registrable
Securities subject to the proceeding exceeds the amount of any damages that such Shareholder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by such Shareholder.
Each Shareholder’s obligation to contribute pursuant to this Section 3.03 is several in the proportion that the proceeds
of the offering received by such Shareholder bears to the total proceeds of the offering received by all such Shareholders and
not joint.


 


No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. The indemnity and contribution agreements contained in this Article 3
are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.


 




    	 	11	 



     


    

 


Section 3.05. Other
Indemnification. Indemnification similar to that provided in this Article 3 (with appropriate modifications) shall be given
by the Company and each Shareholder participating therein with respect to any required registration or other qualification of securities
under any foreign, federal or state law or regulation or governmental authority other than the Securities Act.


 


 


ARTICLE 4


TERMINATION OF REGISTRATION RIGHTS


 


Section 4.01. Termination
of Registration Rights. The rights of any Shareholder to request registration or inclusion of Registrable Securities in any
registration pursuant to this Agreement shall terminate upon the earlier to occur of: (a) the fifth anniversary of the Initial
Public Offering, and (b) such time as Rule 144 or another similar exemption under the Securities Act is available for the
sale of all such Shareholder’s Company Securities without limitation during a three-month period without registration.


 


ARTICLE 5


MISCELLANEOUS


 


Section 5.01. Binding
Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own
beneficially any Registrable Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article
3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder
ceased to own any Registrable Securities and (ii) this Article 5).


 


(b) Neither this Agreement
nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant
to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign rights hereunder to any Permitted
Transferee of such Shareholder. Any such Permitted Transferee shall (unless already bound hereby) execute and deliver to the Company
an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall
thenceforth be a “Shareholder”.


 


(c) Nothing in this Agreement,
expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors,
legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.


 


Section 5.02. Notices.
All notices, requests and other communications (each, a “Notice”) to any party shall be in writing and shall
be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission or
email transmission so long as receipt of such email is requested and received,


 


if to the Company to:


 


Sol-Gel Technologies Ltd.


7 Golda Meir St., Weizmann
Science Park


Ness Ziona, 7403650 Israel


Fax: +972 8 931 3434


Attention: Gilad Mamlok


Email: gilad.mamlok@sol-gel.com


 


with a copy to:


 


Gross, Kleinhendler, Hodak,
Halevy, Greenberg & Co.


One Azrieli Center


Tel Aviv 67021, Israel


Facsimile: +972 3 607 4411


Attention: Gene Kleinhendler,
Adv.


Email: gene@gkhlaw.com


 




    	 	12	 



     


    

 








if to any Shareholder, at
the address for such Shareholder listed on the signature pages below or otherwise provided to the Company as set forth below.


 


Any Notice shall be deemed
received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is
a Business Day in the place of receipt. Otherwise, such Notice shall be deemed not to have been received until the next succeeding
Business Day in the place of receipt. Any Notice sent by facsimile transmission also shall be confirmed by certified or registered
mail, return receipt requested, posted within one Business Day after the date of the sending of such facsimile transmission, or
by personal delivery, whether courier or otherwise, made within two Business Days after the date of such facsimile transmission.


 


Any Person that becomes a
Shareholder after the date hereof shall provide its address, fax number and email address to the Company.


 


Section 5.03. Waiver;
Amendment. (a) The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent
of holders of a majority of the Registrable Securities then outstanding; provided, however, that in no event shall
the obligations of any holder of Registrable Securities be materially increased or the rights of any Shareholder be adversely affected
(without similarly adversely affecting the rights of all Shareholders), except upon the written consent of such holder. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the
rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect the rights of other holders of Registrable Securities may be given by holders of at least a majority
of the Registrable Securities being sold by such holders pursuant to such Registration Statement.


 


Section 5.04. Governing
Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Israel, without
regard to the conflicts of laws rules.


 


Section 5.05. Jurisdiction.
The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the competent courts located
in Tel Aviv-Jaffa, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction
of business in the State of Israel, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and
of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent
permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient
form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without
the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as
provided in Section 5.02 shall be deemed effective service of process on such party.


 


Section 5.06. Specific
Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach
of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond or
furnishing other security, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief
in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable
remedy that may then be available.


 




    	 	13	 



     


    

 


Section 5.07. Counterparts;
Effectiveness. This Agreement may be executed (including by facsimile or other electronic image scan transmission) with counterpart
signature pages or in any number of counterparts, each of which shall be deemed to be an original, and all of which shall, taken
together, be considered one and the same agreement, it being understood that each party need not sign the same counterpart. This
Agreement shall become effective when each party hereto shall have executed and delivered this Agreement. Until and unless each
party has executed and delivered this Agreement, this Agreement shall have no effect and no party shall have any right or obligation
hereunder (whether by virtue of any other oral or written agreement or other communication).


 


Section 5.08. Entire
Agreement. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes all prior
and contemporaneous agreements and understandings, both oral and written, among the parties hereto with respect to the subject
matter hereof.


 


Section 5.09. Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination,
the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the
fullest extent possible.


 


Section 5.10. Other
Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent
of holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities
of the Company giving such holder or prospective holder any registration rights the terms of which would reduce the amount of Registrable
Securities the Shareholders can include in any registration statement, unless such rights are subordinate to those of the Shareholders
hereunder.


 


Section 5.11. Confidentiality. Each
Shareholder agrees that any notice received pursuant to this Agreement, including any notice of a proposed underwritten public
offering or postponement of an offering or effecting of a registration, is confidential information and that any trading in securities
of the Company following receipt of such information may only be done in compliance with all applicable securities laws.


 


Section 5.12. Independent
Nature of Shareholders’ Obligations and Rights. The obligations of each Shareholder hereunder are several and not
joint with the obligations of any other Shareholder hereunder, and no Shareholder shall be responsible in any way for the performance
of the obligations of any other Shareholder hereunder. Nothing contained herein or in any other agreement or document delivered
at any closing, and no action taken by any Shareholder pursuant hereto or thereto, shall be deemed to constitute the Shareholders
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Shareholders are
in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Shareholder
shall be entitled to protect and enforce its rights, including the rights arising out of this Agreement, and it shall not be necessary
for any other Shareholder to be joined as an additional party in any proceeding for such purpose.


 


[Signature pages follow.]


 




    	 	14	 



     


    

 


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


 


	 	SOL-GEL TECHNOLOGY LTD.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	M. ARKIN DERMATOLOGY LTD.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Address for Notices:
	 	 	_______________
	 	 	Attn: ____________
	 	 	Email: ______________


 


[Signature page to the Registration
Rights Agreement]


 




    	 	15	 



     


    

 


EXHIBIT A


JOINDER TO REGISTRATION
RIGHTS AGREEMENT


 


This Joinder Agreement (this
“Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”)
in accordance with the Registration Rights Agreement dated as of [                    ],
2017 (as the same may be amended from time to time, the “Registration Rights Agreement”), among Sol-Gel Technologies
Ltd. and the Shareholders party thereto. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such
terms in the Registration Rights Agreement.


 


The Joining Party hereby acknowledges,
agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Registration
Rights Agreement as of the date hereof as a “Permitted Transferee” of a Shareholder thereto, and shall have
all of the rights and obligations of a “Shareholder” thereunder as if it had executed the Registration Rights
Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Registration Rights Agreement (including, without limitation, Section 5.01 thereof).


 


IN WITNESS WHEREOF, the undersigned
has executed this Joinder Agreement as of the date written below.


 


	Date:                             ,             	 
	 	 
	 	[NAME OF JOINING PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Address for Notices:
	 	[Address]
	 	[Fax number]
	 	[Email address]


 




    	 	16