0001493152-26-018302 Sample Contracts

AMENDMENT NO. 1 TO ASSET PURCHASE AND EXCLUSIVE LICENSE AGREEMENT
Asset Purchase and Exclusive License Agreement • April 21st, 2026 • Nexgel, Inc. • Surgical & medical instruments & apparatus

This Amendment No. 1 (“Amendment”) to that certain Asset Purchase and Exclusive License Agreement, dated as of March 6, 2026 (the “Agreement”), is entered into as of April 17, 2026 (the “Amendment Effective Date”), by and between Celularity Inc., a Delaware corporation (“Licensor”), and NexGel, Inc., a Delaware corporation (“Licensee”). Licensor and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”

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COMMON STOCK PURCHASE WARRANT
Security Agreement • April 21st, 2026 • Nexgel, Inc. • Surgical & medical instruments & apparatus • New York

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the convertible promissory note in the principal amount of $[_________] to the Holder (as defined below) of even date) (the “Note”), [_____________] (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from NEXGEL, INC., a Delaware corporation (the “Company”), [_________] shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect during the Exercise Period (defined below). This Warrant is issued by the Company as of the date hereof in connection with that certain Securities Purchase Agreement dated April [__], 2026, by and among the Company

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 21st, 2026 • Nexgel, Inc. • Surgical & medical instruments & apparatus • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April [__], 2026, by and between NEXGEL, INC., a Delaware corporation, with headquarters located at 2150 Cabot Blvd West, Suite B, Langhorne, PA 19047 (the “Company”), and the persons and/or entities (each individually a “Buyer” and collectively the “Buyers”) named on the Schedule of Buyers attached hereto (the “Schedule of Buyers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 21st, 2026 • Nexgel, Inc. • Surgical & medical instruments & apparatus

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April [__], 2026, 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 April [__], 2026 (the “Purchase Agreement”).

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