Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this "Agreement"), dated as of September 2, 2021, by and between NEXGEL, INC.,
a Delaware corporation (the "Company"), and the persons and/or entities (each individually a “Buyer”
and collectively the “Buyers”) named on the Schedule of Buyers attached to the Purchase Agreement (as defined below). Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by
and between the parties hereto, dated as of September 2, 2021 (the "Purchase Agreement").


 


WHEREAS:


 


The Company has agreed, upon
the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyers those certain subordinated secured promissory
notes in the aggregate principal amount of $1,620,000 (the “Notes”) and Warrants (as defined in the Purchase Agreement)
(the “Warrants”) dated September 2, 2021, and to induce the Buyers to enter into the Purchase 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.


 


NOW,
THEREFORE, in consideration of the promises 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 Buyers hereby agree as follows:


 


		1.	DEFINITIONS.



 


As used in this Agreement, the following terms
shall have the following meanings:


 


		a.	"Buyer" shall have the meaning set forth above.



 


b.             "Person"
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c.             "Register,"
 "registered," and "registration" refer to a registration effected by preparing and filing one or more
registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the Securities Act
or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration
or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the "SEC").


 


d.             "Registrable
Securities" means all of the shares of Common Stock into which the Notes are convertible into and the Warrants are exercisable
into, which have been, or which may, from time to time be issued (without regard to any limitation or restriction therein), all of the
shares of common stock which have been issued or will be issued to the Buyers under the Purchase Agreement (without regard to any limitation
or restriction therein), and all shares of Common Stock issued to the Buyers as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise.


 


e.             "Registration
Statement" means one or more registration statements of the Company covering only the sale of the Registrable Securities.


 






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		2.	REGISTRATION.



 


a.             Mandatory
Registration. The Company shall, upon the earlier of the following: (a) (30) calendar days following the effectiveness of a
registration statement relating to an underwritten public offering of the Company or (b) December 31, 2021 file with the
Securities and Exchange Commission (the “SEC”) an initial Registration Statement covering the maximum number of
Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and
interpretations so as to permit the resale of such Registrable Securities by the Buyer, including but not limited to under
Rule 415 under the Securities Act, subject to the aggregate number of authorized shares of the Company’s Common Stock
then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the
Registrable Securities. The Buyers’ counsel, if any, shall have a reasonable opportunity to review and comment upon such
Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing
with the SEC, and the Company shall give due consideration to all reasonable commensts. The Buyers shall furnish all information
reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment
declared effective by the SEC at the earliest possible date (in any event within one hundred and fifty (150) calendar days days
following the initial filing date of such Registration Statement). The Company shall keep the Registration Statement effective,
including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the
Buyers of all of the Registrable Securities covered thereby at all times until the date on which the Buyers shall have sold all the
Registrable Securities covered thereby (the "Registration Period"). The Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.


 


b.             Rule 424
Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to
Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales
of the Registrable Securities under the Registration Statement. The Company shall file such initial prospectus covering the Buyers’
sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC. The Buyers’
counsel, if any, shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and
the Company shall give due consideration to all such comments. The Buyers’ counsel shall use its reasonable best efforts to comment
upon such prospectus within one (1) Business Day from the date the Buyers’ counsel receives the final pre-filing version of
such prospectus.


 


c.             Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to cover
all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a “New
Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth in Section 2(a))
as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises, subject to any
limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act (with the understanding that this process shall
be repeated until the Note is extinguished in its entirety and the Warrants are exercised in full). The Company shall use it reasonable
best efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing
thereof. In the event that any of the Registrable Securities are not included in the Registration Statement, or have not been included
in any New Registration Statement and the Company files any other registration statement under the Securities Act (other than on Form S-4,
Form S-8, or with respect to other employee related plans or rights offerings) (“Other Registration Statement”)
then the Company shall include such remaining Registrable Securities in such Other Registration Statement. The Company agrees that it
shall not file any such Other Registration Statement unless all of the Registrable Securities have been included in such Other Registration
Statement or otherwise have been registered for resale as described above.


 


d.             Offering.
If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration
Statement to become effective and be used for resales by the Buyers under Rule 415 at then prevailing market prices (and not
fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company
is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration
Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement
(with the prior consent, which shall not be unreasonably withheld, of the Buyers and its legal counsel as to the specific
Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement
to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph,
the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all
Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained
therein is available for use by the Buyer. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the
Company’s obligations to register Registrable Securities (and any related conditions to the Buyer’s obligations) shall
be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).


 






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		3.	RELATED OBLIGATIONS.



 


With respect to the Registration
Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration Statement,
the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


a.             The
Company shall prepare and file with the SEC such amendments (including post- effective amendments) and supplements to any registration
statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective
at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement until
such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by
the seller or sellers thereof as set forth in such registration statement.


 


b.            The
Company shall permit the Buyers to review and comment upon the Registration Statement or any New Registration Statement and all amendments
and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to
which a reasonably objects. The Buyers’ counsel, if any, shall use its reasonable best efforts to comment upon the Registration
Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date
the Buyers’ counsel receives the final version thereof. The Company shall furnish to the Buyer, without charge any correspondence
from the SEC or the staff of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration
Statement.


 


c.             Upon
request of the Buyer, the Company shall furnish to the Buyer, (i) promptly after the same is prepared and filed with the SEC, at
least one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a copy of the prospectus
included in such registration statement and all amendments and supplements thereto (or such other number of copies as the Buyers may reasonably
request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Buyers may reasonably request
from time to time in order to facilitate the disposition of the Registrable Securities owned by the Buyer. For the avoidance of doubt,
any filing available to the Buyers via the SEC’s live EDGAR system shall be deemed “furnished to the Buyer” hereunder.


 


d.            The
Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration statement
under such other securities or "blue sky" laws of such jurisdictions in the United States as the Buyers reasonably requests,
(ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and
(iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself
to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company
shall promptly notify the Buyers who holds Registrable Securities of the receipt by the Company of any notification with respect to the
suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or "blue sky"
laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such
purpose.


 






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e.             As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Buyers in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a
supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such
supplement or amendment to the Buyers (or such other number of copies as the Buyers may reasonably request). The Company shall also
promptly notify the Buyers in writing (i) when a prospectus or any prospectus supplement or post- effective amendment has been
filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness
shall be delivered to the Buyers by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of
any request by the SEC for amendments or supplements to any registration statement or related prospectus or related information, and
(iii) of the Company's reasonable determination that a post-effective amendment to a registration statement would be
appropriate.


 


f.             The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration
statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Buyers of
the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for
such purpose.


 


g.            The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of
such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall
pay all fees and expenses in connection with satisfying its obligation under this Section.


 


h.            The
Company shall cooperate with the Buyers to facilitate the timely preparation and delivery of the Registrable Securities (not bearing any
restrictive legend) either by DWAC, DRS, or in certificated form if DWAC or DRS is unavailable, to be offered pursuant to any registration
statement and enable such Registrable Securities to be in such denominations or amounts as the Buyers may reasonably request and registered
in such names as the Buyers may request.


 


		i.	The Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.



 


j.              If
reasonably requested by the Buyer, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment
such information as the Buyers believes should be included therein relating to the sale and distribution of Registrable Securities, including,
without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor
and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement or
post-effective amendment as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any registration statement.


 


k.             The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


l.              Within
one (1) Business Day after any registration statement which includes the Registrable Securities is declared effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Buyer) confirmation that such registration statement has been declared effective by the SEC in the form attached hereto
as Exhibit A. Thereafter, if requested by the Buyers at any time, the Company shall require its counsel to deliver to the
Buyers a written confirmation whether or not the effectiveness of such registration statement has lapsed at any time for any reason (including,
without limitation, the issuance of a stop order) and whether or not the registration statement is current and available to the Buyers
for sale of all of the Registrable Securities.


 






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m.            The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Buyers of Registrable Securities
pursuant to any registration statement.


 


		4.	OBLIGATIONS OF THE INVESTOR.



 


a.             The
Company shall notify the Buyers in writing of the information the Company reasonably requires from the Buyers in connection with any registration
statement hereunder. The Buyers shall furnish to the Company such information regarding itself, the Registrable Securities held by it
and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.


 


b.            The
Buyers agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any
registration statement hereunder.


 


c.            The
Buyers agree that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described
in Section 3(f) or the first sentence of 3(e), the Buyers will immediately discontinue disposition of Registrable Securities
pursuant to any registration statement(s) covering such Registrable Securities until the Buyer's receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary,
the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with
the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which any Buyer has entered
into a contract for sale prior to the Buyers’ receipt of a notice from the Company of the happening of any event of the kind described
in Section 3(f) or the first sentence of Section 3(e) and for which any Buyer has not yet settled.


 


		5.	EXPENSES OF REGISTRATION.



 


All reasonable expenses, other
than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements
of counsel for the Company, shall be paid by the Company.


 






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		6.	INDEMNIFICATION.



 


a.            To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Buyer, each Person,
if any, who controls the Buyer, the members, the directors, officers, partners, employees, agents, representatives of each Buyer and
each Person, if any, who controls such Buyer within the meaning of the Securities Act or the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (each, an "Indemnified Person"), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several,
(collectively, "Claims") incurred in investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other
regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto
("Indemnified Damages"), to which any of them may become subject insofar as such Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in the Registration Statement, any New Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws
of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to
state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement
or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through
(iv) being, collectively, "Violations"). The Company shall reimburse each Indemnified Person promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity with information about the Buyers furnished in
writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration
Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded
prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the
Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue
statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then
amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or
Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use
giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to
the extent such Claim is based on a failure of any Buyer to deliver or to cause to be delivered the prospectus made available by the
Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and
(iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Buyers pursuant to Section 9.


 


b.             Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually
satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that
an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of
the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such
action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified
Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying
party shall be liable for any settlement of any action, claim or proceeding effectuated without its written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its
ability to defend such action.


 






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c.             The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


d.            The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant
to the law.


 


		7.	CONTRIBUTION.



 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by
such seller from the sale of such Registrable Securities.


 


		8.	REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.



 


With a view to making available
to the Buyers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC
that may at any time permit the Buyers to sell securities of the Company to the public without registration ("Rule 144"),
the Company agrees, at the Company’s sole expense, to:


 


		a.	make and keep public information available, as those terms are understood and defined in Rule 144;



 


b.             file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act
so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144;


 


c.             furnish
to the Buyers so long as the Buyers owns Registrable Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a
copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested to permit the Buyers to sell such securities pursuant to Rule 144 without registration;
and


 


d.             take
such additional action as is requested by the Buyers to enable the Buyers to sell the Registrable Securities pursuant to Rule 144,
including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s
Transfer Agent as may be requested from time to time by the Buyers and otherwise fully cooperate with Buyers and such Buyer’s broker
to effect such sale of securities pursuant to Rule 144.


 


The Company agrees that damages
may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Buyers shall, whether or not it
is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions, without having
to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 


		9.	ASSIGNMENT OF REGISTRATION RIGHTS.



 


The Company shall not assign this Agreement or any
rights or obligations hereunder without the prior written consent of the Buyer.


 






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		10.	AMENDMENT OF REGISTRATION RIGHTS.



 


No provision of this Agreement
may be amended or waived by the parties from and after the date that is one Business Day immediately preceding the initial filing of the
Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended
other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the
party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or
otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


		11.	MISCELLANEOUS.



 


a.            A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities.
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities,
the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.


 


b.            Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one
(1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party
to receive the same. The addresses for such communications shall be:


 


If to the Company, to:


 


NEXGEL, INC.


2150 Cabot Blvd West, Suite B


Langhorne, PA 19047


Attention:
Adam Levy


e-mail: alevy@nexgel.com


 


If to the Buyer:


 


The address set forth on the


Schedule of Buyers to the Purchase


Agreement


 


or at such other address and/or email address
and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business
Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by the sender's email account containing the time, date,
recipient email address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally
recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


c.            This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of
conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement,
the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts
located in the State of New York or in the federal courts located in the State of New York. The parties to this Agreement hereby
irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based
on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT
MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the
other party its reasonable attorney’s fees and costs. Each party hereby irrevocably waives personal service of process and
consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note, or any other
agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 






    8


     


    

 


d.            This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof
and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.
This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.


 


e.             Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties hereto.


 


f.             The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


g.            This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission or
by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


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


 


i.              The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.


 


j.              This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


 


* * * * * *


 






    9


     


    

 


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


 


NEXGEL, INC.


 


		By:	 	 
	 	 	Name: Adam Levy
	 	 	Title: Chief Executive Officer



 


BUYER:


 


If an individual:


 


		 	 
	 	Name: 





 


If an entity:


 


[PARTY NAME]


 


 


		By	 	 






	 	Name:
	 	Title:











 


[Signature Page to registration rights
agreement]


 






    10


     


    

 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS OF

 REGISTRATION
STATEMENT


 


	 	, 2021







_________________________


_________________________


_________________________


 


Re: Effectiveness of Registration Statement


 


Ladies
and Gentlemen:


 


We are counsel to NEXGEL, INC.,
a Delaware corporation (the “Company”), and have represented the Company in connection with that certain securities
purchase agreement, dated as of September 2, 2021 (the “Purchase Agreement”), entered into by and between the
Company and the Buyers (as defined in the Purchase Agreement) pursuant to which the Company has agreed to issue to the Buyers shares of
common stock of the Company, par value $0.001 per share, consisting of the Conversion Shares (as defined in the Purchase Agreement) (the
 “Conversion Shares”) and Warrant Shares (as defined in the Purchase Agreement) (the “Warrant Shares”)
in accordance with the terms of the Purchase Agreement, Note (as defined in the Purchase Agreement) (the “Note”), and
Warrants (as defined in the Purchase Agreement) (the “Warrants”). In connection with the transactions contemplated
by the Purchase Agreement, the Company has registered with the U.S. Securities & Exchange Commission the following shares of
Common Stock:


 


		(1)	                      Conversion
                                            Shares issued to the Buyer in accordance with the Note; and



 


		(2)	                      Warrant
                                            Shares issued and/or to be issued to the Buyer upon exercise of the Warrants in accordance
                                            with the Warrants.



 


Pursuant to the Purchase
Agreement, the Company also has entered into a registration rights agreement, of even date with the Purchase Agreement with the
Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register
the Conversion Shares and Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”). In
connection with the Company's obligations under the Purchase Agreement and the Registration Rights Agreement, on
  [             ], 2021, the Company filed a
Registration Statement (File
No. 333-[                 ])
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the resale of the Conversion Shares and Warrant Shares.


 


In connection with the foregoing,
we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration
Statement effective under the Securities Act at [             ] [A.M./P.M.] on [                 ], 2021 and we have no knowledge,
after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any
proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares and Warrant Shares are available
for resale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.


 


	 	Very truly yours, 
	 	[Company Counsel]




 


	 	By: