Exhibit
4.2


 


WARRANT
AGENT AGREEMENT


 


This
Warrant Agent Agreement (“Warrant Agreement”) is made as of November 2, 2021, by and among Biofrontera Inc., a Delaware
corporation, with offices at 120 Presidential Way, Suite 330, Woburn, Massachusetts 01801 (the “Company”), and Computershare
Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary Computershare Trust Company, N.A.
a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).


 


WHEREAS,
the Company is engaged in its initial public offering (the “Public Offering”) of 3,100,000 units, each consisting
of one share of common stock, par value $0.001 per share (the “Common Stock”) and one warrant (the “Warrants”)
entitling its holder to purchase one share of Common Stock for each whole warrant (the “Warrant Shares”) (including
the additional shares of Common Stock and/or Warrants issuable to the underwriter if the underwriter’s over-allotment option is
exercised);


 


WHEREAS,
the Company has filed, with the Securities and Exchange Commission (the “SEC”), a registration statement on Form S-1
(Registration No. 333-257722) (as amended, the “Registration Statement”), for the registration, under the Securities
Act of 1933, as amended (the “Act”), of Common Stock, the Warrants and the Warrant Shares; and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the legally valid and binding obligations of the Company, and
to authorize the execution and delivery of this Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


	1.	Appointment
                                            of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the
                                            Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
                                            to perform the same in accordance with the express terms and conditions set forth in this
                                            Warrant Agreement.



 






    	 



     


    

 


	2.	Warrants.



 


		2.1.	Form
                                            of Warrant. Each Warrant shall be: (a) issued in registered form only, (b) in substantially
                                            in the form of Exhibit A attached hereto (a “Warrant Certificate”),
                                            (c) signed by, or bear the facsimile signature of, the Executive Chairman of the Board of
                                            Directors of the Company, the Chief Executive Officer, the President, the Chief Financial
                                            Officer, the Treasurer or Secretary of the Company, and (d) signed manually or by facsimile
                                            signature by the Warrant Agent. In the event the person whose facsimile signature has been
                                            placed upon any Warrant shall have ceased to serve in the capacity in which such person signed
                                            the Warrant before such Warrant is issued, it may be issued with the same effect as if he
                                            or she had not ceased to be such at the date of issuance.



 








		2.2.	Effect
                                            of Countersignature. Unless and until countersigned by the manual or facsimile signature
                                            of the Warrant Agent pursuant to this Warrant Agreement, a Warrant shall be invalid and of
                                            no effect and may not be exercised by the holder thereof.



 


		2.3.	Registration.



 


		2.3.1.	Warrant
                                            Register. The Warrant Agent shall maintain books (the “Warrant Register”),
                                            for the registration of the original issuance and transfers of the Warrants. Upon the initial
                                            issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the
                                            names of the respective holders thereof in such denominations and otherwise in accordance
                                            with instructions delivered to the Warrant Agent by the Company. Except as provided in this
                                            Section 2.3.1, upon the initial issuance of the Warrants, to the extent the Warrants
                                            are DTC eligible as of such date, all of the Warrants shall initially be represented by one
                                            or more Warrant Certificates reflecting book-entry of ownership (each a “Book-Entry
                                            Warrant Certificate”), deposited with the Depository Trust Company (the “Depository”)
                                            and registered in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial
                                            interests in the Book-Entry Warrant Certificates shall be shown on, and the transfer of such
                                            ownership shall be effected through, records maintained (i) by the Depository or its nominee
                                            for each Book-Entry Warrant Certificate; (ii) by institutions that have accounts with the
                                            Depository (such institution, with respect to a Warrant in its account, a “Participant”);
                                            or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners
                                            of beneficial interests that request such direct registration. If the Warrants are not DTC-eligible
                                            at the issuance date or the Depository subsequently ceases to make its book-entry settlement
                                            system available for the Warrants, the Company may instruct the Warrant Agent regarding making
                                            other arrangements for book-entry settlement within ten (10) Business Days (as defined below)
                                            after the Depository ceases to make its book-entry settlement available. In the event that
                                            the Company does not make alternative arrangements for book-entry settlement within ten (10)
                                            Business Days, or the Warrants are not eligible for, or it is no longer necessary to have
                                            the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions,
                                            upon receipt of instructions from the Company, to the Depository to deliver to the Warrant
                                            Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct
                                            the Warrant Agent to deliver to the Holder definitive Warrant Certificates in physical form
                                            evidencing such Warrants.



 



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		2.3.2.	Registered
                                            Holder; Beneficial Owners. Prior to due presentment for registration of transfer of any
                                            Warrant, the Company and the Warrant Agent may deem and treat the Person (as defined in the
                                            Warrant Certificate) in whose name such Warrant shall be registered upon the Warrant Register
                                            (“Registered Holder”) as the absolute owner of such Warrant and of each
                                            Warrant represented thereby (notwithstanding any notation of ownership or other writing on
                                            the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for
                                            the purpose of any exercise thereof, and for all other purposes, and neither the Company
                                            nor the Warrant Agent shall be affected by any notice to the contrary. The term “beneficial
                                            owner” shall mean any Person in whose name ownership of a beneficial interest in the
                                            Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained
                                            by the Depository or its nominee or a Participant.



 


		2.4.	Separate
                                            Issuance of Warrants. The Common Stock and the Warrants shall be issued separately and
                                            shall be transferable separately immediately upon issuance. The Common Stock and the Warrants
                                            will begin to trade separately on or promptly after the date that is the effective date of
                                            the Registration Statement.
	 	 	 
		2.5.	Uncertificated
                                            Warrants. Notwithstanding the foregoing and anything else herein to the contrary, the
                                            Warrants may be issued in uncertificated form if so specified by the Company.
	 	 	 
		2.6.	Opinion
                                            of Counsel. The Company shall provide an opinion of counsel to the Warrant Agent prior
                                            to the issuance of the Warrants to set up a reserve of Warrants and related Warrant Shares.
                                            The opinion shall state that all Warrants or Warrant Shares, as applicable, are:



 


(a)
registered under the Securities Act of 1933, as amended, or are exempt from such registration, and all appropriate state securities
law filings have been made with respect to the warrants or shares; and


 


(b)
validly issued, fully paid and non-assessable.


 


	3.	Terms
                                            and Exercise of Warrants.



 


		3.1.	Warrant
                                            Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered
                                            Holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement,
                                            to purchase from the Company the number of shares of Common Stock stated therein, at the
                                            price of $5.00 per whole share of Common Stock, subject to the adjustments provided in Section
                                            4 hereof and in the last sentence of this Section 3.1. The term “Warrant
                                            Price” as used in this Warrant Agreement refers to the price per whole share at
                                            which Common Stock may be purchased at the time such Warrant is exercised. The Company, in
                                            its sole discretion, may lower the Warrant Price at any time prior to the Expiration Date
                                            (as defined below); provided, that any such reduction remains in effect for no less than
                                            ten (10) Business Days and shall be identical in percentage terms among all of the then outstanding
                                            Warrants. The Company shall promptly notify the Warrant Agent of any Warrant Price reduction.
	 	 	 



		3.2.	Duration
                                            of Warrants. A Warrant may be exercised only during the period (“Exercise Period”)
                                            commencing on the Issuance Date (as defined in the Warrant Certificate) and terminating at
                                            5:00 p.m., New York City time, on November 2, 2026 (“Expiration Date”).
                                            Each Warrant not exercised on or before the Expiration Date shall become null and void, and
                                            all rights thereunder and all rights in respect thereof under this Warrant Agreement shall
                                            cease at the close of business on the Expiration Date. The Company may extend the duration
                                            of the Warrants by delaying the Expiration Date; provided, however, that the Company will
                                            provide notice of not less than twenty (20) days to the Warrant Agent and Registered Holders
                                            of such extension and that such extension shall be identical in duration among all of the
                                            then outstanding Warrants.



 




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		3.3.	Exercise
                                            of Warrants.



 


		3.3.1.	Payment.
                                            Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
                                            countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by
                                            surrendering at the office of the Warrant Agent, or at the office of its successor as Warrant
                                            Agent, at 150 Royall Street, Canton, Massachusetts 02021, (i) the Warrant Certificate evidencing
                                            the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants
                                            to be exercised (the “Book-Entry Warrants”) shall be exercised as described
                                            herein and Section 1 of the Warrant, (ii) the subscription form, as set forth in the Warrant
                                            Certificate (the “Exercise Notice”), in the case of a Book-Entry Warrant
                                            Certificate, properly delivered by the Participant in accordance with the Depository’s
                                            procedures, and (iii), unless the cashless exercise procedure specified in Section 1(d) of
                                            the Warrant is specified in the applicable Notice of Exercise (a “Registration Failure
                                            Cashless Exercise”), payment in full, in lawful money of the United States, in
                                            cash, by wire of same day funds or by certified or bank cashier’s check payable to
                                            the order of the Company, the Warrant Price for such number of Warrant Shares totaling whole
                                            shares of Common Stock as to which the Warrant is exercised and any and all applicable taxes
                                            due in connection with the exercise of the Warrant, the exchange of the Warrant for the Warrant
                                            Shares, and the issuance of the Warrant Shares.. Notwithstanding any other provision in this
                                            Warrant Agreement, a holder whose interest in a Book-Entry Warrant is a beneficial interest
                                            in a Book-Entry Warrant held through the Depositary (or another established clearing corporation
                                            performing similar functions), shall effect exercises by delivering to the Depositary (or
                                            such other clearing corporation, as applicable) the appropriate instruction form for exercise,
                                            complying with the procedures to effect exercise that are required by Depositary (or such
                                            other clearing corporation, as applicable). Upon receipt of an Exercise Notice for a Cashless
                                            Exercise, the Company will promptly calculate and transmit to the Warrant Agent the number
                                            of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall
                                            have no duty or obligation to investigate or confirm whether the Company’s determination
                                            of the number of Warrant Shares to be issued on such exercise is accurate or correct.
	 	 	 



		3.3.2.	Fractional
                                            Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement,
                                            the Company shall not be required to issue any fractional shares of Common Stock in connection
                                            with the exercise of Warrants for Warrant Shares, and in any case where the Registered Holder
                                            would be entitled under the terms of the Warrants to receive a fractional share of Common
                                            Stock as a Warrant Share upon the exercise of such Registered Holder’s Warrants, issue
                                            or cause to be issued only the largest whole number of aggregate Warrant Shares issuable
                                            on such exercise (and such remaining fractional shares will be disregarded); provided, that
                                            if more than one Warrant Certificate is presented for exercise at the same time by the same
                                            Registered Holder, the number of Warrant Shares which shall be issuable upon the exercise
                                            thereof shall be computed on the basis of the aggregate number of Warrant Shares issuable
                                            on exercise of all such Warrants. The Company shall provide an initial funding of one thousand
                                            dollars ($1,000) for the purpose of issuing cash in lieu of fractional shares. From time
                                            to time thereafter, the Warrant Agent may request additional funding to cover payments for
                                            fractional Warrant Shares. The Warrant Agent shall have no obligation to make such payments
                                            for fractional Warrant Shares unless the Company shall have provided the necessary funds
                                            to pay in full all amounts due and payable with respect thereto.



 




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		3.3.3.	Issuance
                                            of Certificates. As soon as practicable after the exercise of any Warrant and the clearance
                                            of the funds in payment of the Warrant Price, the Warrant Agent shall advise the Company
                                            and its transfer agent regarding (i) the number of Warrant Shares issuable upon such exercise
                                            in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions
                                            of each Holder or Participant, as they case may be, with respect to delivery of the Warrant
                                            Shares issuable upon such exercise, (iii) in case of a Book-Entry Warrant Certificate, the
                                            notation that shall be made to the records maintained by the Depository, its nominee for
                                            each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance,
                                            if any, of the Warrants remaining after such exercise and (iv) such other information as
                                            the Company or such transfer agent and registrar shall reasonably require. Promptly thereafter
                                            and within the time period set forth in the Warrants, the Company shall instruct its transfer
                                            agent to issue to the Registered Holder of such Warrant a certificate or certificates representing
                                            the number of full shares of Common Stock to which he, she or it is entitled, registered
                                            in such name or names as may be directed by him, her or it, provided, in lieu of delivering
                                            physical certificates representing the Warrant Shares issuable upon exercise, and provided
                                            the Company’s transfer agent is participating in the Depository’s Fast Automated
                                            Securities Transfer program, the Company shall use its commercially reasonable efforts to
                                            cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise
                                            to the Registered Holder by crediting the account of the Participant of record with the Depository
                                            or through its Deposit Withdrawal Agent Commission system. If such Warrant shall not have
                                            been exercised or surrendered in full, in case of a Book-Entry Warrant Certificate, a notation
                                            shall be made to the records maintained by the Depository or nominee for each Book-Entry
                                            Warrant Certificate, evidencing the balance, if any, of the Warrants remaining after such
                                            exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any
                                            securities pursuant to the exercise of a Warrant unless (a) a registration statement under
                                            the Act with respect to the Common Stock issuable upon exercise of such Warrants is effective
                                            and a current prospectus relating to the shares of Common Stock issuable upon exercise of
                                            the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in
                                            the absence of a registration statement under the Act with respect to the Common Stock and
                                            a current prospectus relating to the shares of Common Stock, in the opinion of counsel to
                                            the Company, the exercise of the Warrants is exempt from the registration requirements of
                                            the Act and such securities are qualified for sale or exempt from qualification under applicable
                                            securities laws of the states or other jurisdictions in which the Registered Holder resides;
                                            provided that in the case of a cashless exercise, no registration statement under the Act
                                            with respect to the Common Stock and no current prospectus relating to the shares of Common
                                            Stock, and no opinion of counsel shall be required. Until otherwise advised in writing by
                                            the Company, the Warrant Agent shall always be entitled to assume that either clause (a)
                                            or clause (b) is in effect and shall incur no liability in making such assumption. Warrants
                                            may not be exercised by, or securities issued to, any Registered Holder in any state in which
                                            such exercise or issuance would be unlawful. In the event a such exercise would be unlawful
                                            with respect to a Registered Holder in any state, the Registered Holder shall not be entitled
                                            to exercise such Warrants and such Warrants may have no value and expire worthless. In no
                                            event will the Company be obligated to pay such Registered Holder any cash consideration
                                            upon exercise or otherwise “net cash settle” the Warrant.



 




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		3.3.4.	Valid
                                            Issuance. The validity of any exercise of Warrants will be determined by the Company
                                            in its reasonable discretion. The Warrant Agent shall notify a holder of any purported invalidity
                                            of any exercise of Warrants. All shares of Common Stock issued upon the proper exercise or
                                            surrender of a Warrant in conformity with this Warrant Agreement shall be validly issued,
                                            fully paid and nonassessable.
	 	 	 
		3.3.5.	Date
                                            of Issuance. Each Person in whose name any shares of Common Stock is issued shall, for
                                            all purposes, be deemed to have become the holder of record of such shares on the date on
                                            which the Warrant was surrendered and payment of the Warrant Price was made, irrespective
                                            of the date of delivery of such certificate, except that, if the date of such surrender and
                                            payment is a date when the stock transfer books of the Company are closed, such Person shall
                                            be deemed to have become the holder of such shares at the close of business on the next succeeding
                                            date on which the stock transfer books are open (the “Exercise Date”).
                                            If any of (i) the Warrant Certificate or the Book-Entry Warrants, (ii) the Exercise Notice,
                                            or (iii) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New
                                            York time, on the specified Exercise Date, the Warrants will be deemed to be received and
                                            exercised on the Business Day next succeeding the Exercise Date, subject to clearance of
                                            the funds. If the date specified as the Exercise Date is not a Business Day, the Warrants
                                            will be deemed to be received and exercised on the next succeeding day that is a Business
                                            Day, subject to clearance of the funds. If the Warrants are received or deemed to be received
                                            after the Expiration Date, the exercise thereof will be null and void and any funds delivered
                                            to the Warrant Agent will be returned to the Registered Holder as soon as practicable.
	 	 	 
		3.3.6.	Cost
                                            Basis Information.



 


(a)
In the event of a cash exercise, the Company hereby instructs the Warrant Agent to record cost basis for newly issued shares in a manner
to be subsequently communicated by the Company in writing to the Warrant Agent.


 


(b)
In the event of a Cashless Exercise, the Company shall provide cost basis for shares issued pursuant to a cashless exercise at the time
the Company confirms the number of Warrant Shares issuable in connection with the cashless exercise to the Warrant Agent pursuant to
Section 3.3.1 hereof.


 






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		4.	Adjustments;
                                            Rights. The Warrant Shares and Warrant Price shall be subject to adjustment as provided
                                            for in the Warrant Certificate, and the rights of Warrant holders as provided for in the
                                            Warrant Certificate are incorporated herein by reference and shall be adhered to by the Company
                                            and the Warrant Agent. The Company hereby agrees that it will provide the Warrant Agent with
                                            reasonable notice of any adjustment events. The Company further agrees that it will provide
                                            to the Warrant Agent with any new or amended exercise terms. Whenever the Warrant Shares
                                            or Warrant Price or the number of shares of Common Stock issuable upon the exercise of each
                                            Warrant is adjusted, the Company shall (a) promptly prepare a certificate setting forth the
                                            Warrant Price of each Warrant as so adjusted, and a brief statement of the facts accounting
                                            for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent
                                            for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send
                                            a brief summary thereof to each Holder of a Warrant Certificate. The Warrant Agent shall
                                            be fully protected in relying on any such certificate and on any adjustment or statement
                                            therein contained and shall have no duty or liability with respect to, and shall not be deemed
                                            to have knowledge of any such adjustment or any such event unless and until it shall have
                                            received such certificate.



 


	5.	Transfer
                                            and Exchange of Warrants.



 


		5.1.	Transfer
                                            of Warrants. The Warrants may be transferred or exchanged separately from shares of Common
                                            Stock.
	 	 	 
		5.2.	Registration
                                            of Transfer. The Warrant Agent shall register the transfer, from time to time, of any
                                            outstanding Warrant into the Warrant Register, upon surrender of such Warrant for transfer,
                                            properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
                                            for transfer, or properly noticed by the Depositary as contemplated by Section 5.3.
                                            Upon any such transfer, a new Warrant, representing an equal aggregate number of Warrants
                                            shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants
                                            so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
                                            the Company’s request. A party requesting transfer of Warrants must provide any evidence
                                            of authority that may be required by the Warrant Agent, including but not limited to, a signature
                                            guarantee from an eligible guarantor institution participating in a signature guarantee program
                                            approved by the Securities Transfer Association.
	 	 	 
		5.3.	Procedure
                                            for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together
                                            with a written request for exchange or transfer reasonably acceptable to Warrant Agent, duly
                                            executed by the registered holder thereof, or by a duly authorized attorney, and, thereupon,
                                            the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
                                            by the Registered Holder of the Warrants so surrendered, representing an equal aggregate
                                            number of Warrants; provided, however, that, except as otherwise provided herein or in any
                                            Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only
                                            in whole and only to the Depository, to another nominee of the Depository, to a successor
                                            depository, or to a nominee of a successor depository; provided further, that in the event
                                            a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not
                                            cancel such Warrant and shall issue new Warrants in exchange therefor until the Warrant Agent
                                            has received an opinion of counsel for the Company stating that such transfer may be made
                                            and indicating whether the new Warrants must also bear a restrictive legend. Notwithstanding
                                            anything else in this Section 5.3, in case of a Book-Entry Warrant, the holder or Participant
                                            shall notify the Depositary in accordance with the Depository’s procedures of a requested
                                            transfer and the Depositary shall provide notice to an account of the Warrant Agent at the
                                            Depository designated for such purpose in writing by the Warrant Agent to the Depository
                                            from time to time, of a transfer to be recorded in the records maintained by the Depository,
                                            its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing
                                            the balance, if any, of the Warrants remaining after such transfer and the new name in which
                                            the transferred Book Entry Warrants are to be held.



 




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		5.4.	Fractional
                                            Warrants. The Warrant Agent shall not be required to effect any registration of transfer
                                            or exchange which will result in the issuance of a Warrant Certificate or a Book-Entry Warrant
                                            Certificate for a fraction of a Warrant.
	 	 	 
		5.5.	Warrant
                                            Execution and Countersignature. The Warrant Agent is hereby authorized to countersign
                                            and to deliver, in accordance with the terms of this Warrant Agreement, the Warrants required
                                            to be issued pursuant to the provisions of this Section 5, and the Company, whenever
                                            required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed
                                            on behalf of the Company for such purpose.



 


		6.	Other
                                            Provisions Relating to Rights of Registered Holders of Warrants.



 


		6.1.	No
                                            Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any
                                            of the rights of a stockholder of the Company, including, without limitation, the right to
                                            receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
                                            or to receive notice as stockholders in respect of the meetings of stockholders or the election
                                            of directors of the Company or any other matter.
	 	 	 
		6.2.	Lost,
                                            Stolen Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or
                                            destroyed, the Company and the Warrant Agent may, absent notice to Warrant Agent that such
                                            certificates have been acquired by a bona fide purchaser, on such terms as to indemnity or
                                            otherwise as they may in their discretion impose (which terms shall in all cases include
                                            posting of a lost security bond by or on behalf of the Registered Holder, and in the case
                                            of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination,
                                            tenor and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant
                                            shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
                                            lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.
	 	 	 
		6.3.	Reservation
                                            of Common Stock. The Company shall at all times reserve and keep available a number of
                                            its authorized but unissued shares of Common Stock that will be sufficient to permit the
                                            exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.
	 	 	 
		6.4.	Registration
                                            of Common Stock. The Company agrees to use its commercially reasonable efforts to maintain
                                            the effectiveness of the Registration Statement until the expiration of the Warrants in accordance
                                            with the provisions of this Warrant Agreement; provided, however, that the Company shall
                                            not have penalties for failure to deliver Common Stock if a registration statement is not
                                            effective or a current prospectus is not on file with the SEC at the time of exercise by
                                            the Registered Holder. In addition, to the extent not completed at the time of the initial
                                            issuance of the Warrants, the Company agrees to use its reasonable efforts to register such
                                            securities under the blue sky laws of the states of residence of the exercising Registered
                                            Holders to the extent an exemption under the Act is not available for the exercise of the
                                            Warrants. In no event will the Registered Holder of a Warrant be entitled to receive a net-cash
                                            settlement or shares of Common Stock or other consideration as of result of the Company’s
                                            non-compliance with this Section 6.4.



 






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	7.	Concerning
                                            the Warrant Agent and Other Matters.



 








		7.1.	Payment
                                            of Taxes. The Company will, from time to time, promptly pay all taxes and charges that
                                            may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery
                                            of shares of Common Stock upon the exercise of Warrants, but neither the Company nor the
                                            Warrant Agent shall be obligated to pay any transfer taxes in respect of the Warrants or
                                            such shares. The Warrant Agent shall not register any transfer or issue or deliver any Warrant
                                            Certificate(s) or Warrant Shares unless or until the Persons requesting the registration
                                            or issuance shall have paid to the Warrant Agent for the account of the Company the amount
                                            of such tax, if any, or shall have established to the reasonable satisfaction of the Company
                                            and the Warrant Agent that such tax, if any, has been paid.
	 	 	 
		7.2.	Resignation,
                                            Consolidation, or Merger of Warrant Agent.



 


		7.2.1.	Appointment
                                            of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed,
                                            may resign its duties and be discharged from all further duties and liabilities hereunder
                                            after giving thirty (30) days’ notice in writing to the Company. If the office of the
                                            Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
                                            shall appoint, in writing, a successor Warrant Agent in place of the Warrant Agent. If the
                                            Company shall fail to make such appointment within a period of thirty (30) days after it
                                            has been notified in writing of such resignation or incapacity by the Warrant Agent or by
                                            the Registered Holder of the Warrant (who shall, with such notice, submit his, her or its
                                            Warrant for inspection by the Company), then the Registered Holder of any Warrant may apply
                                            to the Supreme Court of the State of New York for the County of New York for the appointment
                                            of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company
                                            or by such court, shall be an entity authorized under applicable laws to exercise the powers
                                            of a transfer agent and subject to supervision or examination by federal or state authorities.
                                            After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
                                            rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect
                                            as if originally named as Warrant Agent hereunder, without any further act or deed; but,
                                            if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall
                                            execute and deliver, at the expense of the Company, an instrument transferring to such successor
                                            Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder;
                                            and, upon request of any successor Warrant Agent, the Company shall make, execute, acknowledge,
                                            and deliver any and all instruments in writing for more fully and effectually vesting in
                                            and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
                                            duties and obligations.
	 	 	 
		7.2.2.	Notice
                                            of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed,
                                            the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent
                                            for the Common Stock not later than thirty (30) days before the effective date of any such
                                            appointment.
	 	 	 
		7.2.3.	Merger
                                            or Consolidation of Warrant Agent. Any Person into which the Warrant Agent may be merged
                                            or with which it may be consolidated or any Person resulting from any merger or consolidation
                                            to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this
                                            Warrant Agreement without any further act on the part of the Company or the Warrant Agent.



 



    	9



     


    




 


		7.2.4.	Confidentiality.
                                            The Warrant Agent and the Company agree that all books, records, information and data
                                            pertaining to the business of the other party, including inter alia, personal, non-public
                                            Holder information, which are exchanged or received pursuant to the negotiation or the carrying
                                            out of this Warrant Agreement shall remain confidential, and shall not be voluntarily disclosed
                                            to any other Person, except as may be required by law, including, without limitation, pursuant
                                            to subpoenas from state or federal government authorities.



 








		7.3.	Fees
                                            and Expenses of Warrant Agent.



 


		7.3.1.	Remuneration.
                                            The Company agrees to pay the Warrant Agent reasonable remuneration for its services
                                            as Warrant Agent hereunder as set forth in the fee schedule mutually agreed upon by the parties
                                            and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent
                                            may reasonably incur in the execution of its duties hereunder.
	 	 	 
		7.3.2.	Further
                                            Assurances. The Company agrees to perform, execute, acknowledge and deliver, or cause
                                            to be performed, executed, acknowledged and delivered, all such further and other acts, instruments
                                            and assurances as may reasonably be required by the Warrant Agent for the carrying out or
                                            performing of the provisions of this Warrant Agreement.



 


		7.4.	Liability
                                            of Warrant Agent.



 


		7.4.1.	Reliance
                                            on Company Statement. Whenever, in the performance of its duties under this Warrant Agreement,
                                            the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved
                                            or established by the Company prior to taking or suffering any action hereunder, such fact
                                            or matter (unless other evidence in respect thereof be herein specifically prescribed) may
                                            be deemed to be conclusively proved and established by a statement signed by the Chief Executive
                                            Officer, Chief Financial Officer or Chairman of the Board of the Company and delivered to
                                            the Warrant Agent. The Warrant Agent may rely upon, and be held harmless for such reliance,
                                            such statement for any action taken or suffered or omitted to be taken by it in the absence
                                            of bad faith pursuant to the provisions of this Warrant Agreement, and shall not be held
                                            liable in connection with any delay in receiving such statement.
	 	 	 
		7.4.2.	Indemnity.
                                            The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct
                                            or bad faith (each as determined by a final, non-appealable judgment of a court of competent
                                            jurisdiction). The Company covenants and agrees to indemnify the Warrant Agent and hold it
                                            harmless against any and all liabilities, including judgments, losses, damages, costs, expenses,
                                            and reasonable counsel fees, which may be paid, incurred or suffered by or to which it may
                                            become subject, arising from or out of, directly or indirectly, any claims or liability resulting
                                            from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement
                                            does not extend to, and the Warrant Agent shall not be indemnified with respect to, such
                                            costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result
                                            of, or arising out of, its gross negligence, willful misconduct or bad faith each as determined
                                            by a final, non-appealable judgment of a court of competent jurisdiction). 




 



    	10



     


    




		7.4.3.	Exclusions.
                                            The Warrant Agent shall have no responsibility with respect to the validity of this Warrant
                                            Agreement or with respect to the validity or execution of any Warrant (except its countersignature
                                            thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
                                            contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make
                                            any adjustments required under the provisions of Section 4 hereof or responsible for
                                            the manner, method or amount of any such adjustment or the ascertaining of the existence
                                            of facts that would require any such adjustment; nor shall it, by any act hereunder, be deemed
                                            to make any representation or warranty as to the authorization or reservation of any shares
                                            of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether
                                            any shares of Common Stock will when issued be valid and fully paid and nonassessable.
	 	 	 
		7.4.4.	Instructions.
                                            From time to time, the Company may provide the Warrant Agent with instructions concerning
                                            the services performed by the Warrant Agent hereunder. In addition, at any time the Warrant
                                            Agent may apply to any officer of Company for instruction, and may consult with legal counsel
                                            for the Warrant Agent or the Company with respect to any matter arising in connection with
                                            the services to be performed by the Warrant Agent under this Warrant Agreement. Warrant Agent
                                            and its agents and subcontractors shall not be liable and shall be indemnified by Company
                                            for any action taken, suffered or omitted to be taken by Warrant Agent in reliance upon any
                                            Company instructions or upon the advice or opinion of such counsel. Warrant Agent shall not
                                            be held to have notice of any change of authority of any Person, until receipt of written
                                            notice thereof from Company.
	 	 	 
		7.4.5.	Rights
                                            and Duties of Warrant Agent.



 


(a)
The Warrant Agent may consult with legal counsel (who may be legal counsel for the Company), and the advice or opinion of such counsel
shall be full and complete authorization and protection to the Warrant Agent as to any action taken, suffered or omitted by it in accordance
with such advice or opinion.


 


(b)
The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Warrant Agreement
or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, and all such statements and recitals
are and shall be deemed to have been made by the Company only.


 


(c)
The Warrant Agent shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any
event or condition that may require action by the Warrant Agent, unless the Warrant Agent shall be specifically notified in writing of
such event or condition by the Company, and all notices or other instruments required by this Warrant Agreement to be delivered to the
Warrant Agent must, in order to be effective, be received by the Warrant Agent as specified in Section 8.2 hereof, and in the absence
of such notice so delivered, the Warrant Agent may conclusively assume no such event or condition exists.


 


(d)
The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants
or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract
with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Warrant Agreement.
Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.


 






    	11



     


    

 


(e)
The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or
misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct,
absent gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable judgment of a court of competent
jurisdiction) in the selection and continued employment thereof.


 


(f)
The Warrant Agent may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken,
suffered or omitted to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission
or other document, or any security delivered to it, and believed by it to be genuine and to have been made or signed by the proper party
or parties, or upon any written or oral instructions or statements from the Company with respect to any matter relating to its acting
as Warrant Agent hereunder


 


(g)
The Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject
it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment
or indemnity satisfactory to it.


 


(h)
The Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to
any registration statement filed with the SEC or this Warrant Agreement, including without limitation obligations under applicable regulation
or law.


 


(i)
The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated
by the Warrant Agent and delivered by it to the Company pursuant to this Warrant Agreement or for the application by the Company of the
proceeds of the issue and sale, or exercise, of the Warrants.


 


(j)
The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions
hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship
of agency or trust with any of the owners or holders of the Warrants.


 


(k)
The Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by
an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or
other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing;
or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered,
changed, amended or repealed.


 


(l)
In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request
or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain
from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any Warrant Certificate
or Book-Entry Warrant Certificate or any other Person for refraining from taking such action, unless the Warrant Agent receives written
instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.


 




    	12



     


    

 


(m)
Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Warrant
Agreement with respect to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted
to be provided under this Warrant Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the
amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve
(12) months immediately preceding the event for which recovery from the Warrant Agent is being sought. Neither party to this Warrant
Agreement shall be liable to the other party for any consequential, indirect, special, punitive or incidental damages under any provisions
of this Warrant Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure
to act hereunder even if that party has been advised of or has foreseen the possibility or likelihood of such damages.


		7.5.	Acceptance
                                            of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement
                                            and agrees to perform the same upon the express terms and conditions herein set forth and,
                                            among other things, shall account promptly to the Company with respect to Warrants exercised
                                            and concurrently account for, and forward to the Company all moneys received for warrant
                                            exercises in a given month by the 5th business day of the following month by wire transfer
                                            to an account designated by the Company.
	 	 	 
		7.6.	Survival.
                                            The Warrant Agent’s indemnities, immunities and protections provided by this Section
                                            7 shall survive the resignation or discharge of the Warrant Agent or the termination of this
                                            Warrant Agreement.



 


	8.	Miscellaneous
                                            Provisions.



 


		8.1.	Successors.
                                            All the covenants and provisions of this Warrant Agreement by or for the benefit of the
                                            Company or the Warrant Agent shall bind and inure to the benefit of their respective successors
                                            and assigns.
	 	 	 
		8.2.	Notices.
                                            Any notice, statement or demand authorized by this Warrant Agreement to be given or made
                                            by the Warrant Agent or by the Registered Holder of any Warrant to or on the Company shall
                                            be delivered by hand or sent by registered or certified mail or overnight courier service,
                                            addressed (until another address is filed in writing by the Company with the Warrant Agent)
                                            as follows:



 


Biofrontera
Inc.


120
Presidential Way, Suite 330


Woburn
Massachusetts 01801


Attention:
Chief Executive Officer


 


Any
notice, statement or demand authorized by this Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the
Company to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed
(until another address is filed in writing by the Warrant Agent with the Company), as follows:


  



Computershare
Inc.


Computershare
Trust Company, N.A. 


150
Royall Street


Canton,
MA 02021


Attention:
Client Services


 







    	13



     


    

  


Any
notice, sent by the Warrant Agent pursuant to this Warrant Agreement shall be effective when sent. Any other notice, sent pursuant to
this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by
overnight courier, on the next Business Day of the delivery to the courier, and if sent by registered or certified mail on the third
day after registration or certification thereof.


		8.3.	Applicable
                                            Law. The validity, interpretation, and performance of this Warrant Agreement and of the
                                            Warrants shall be governed in all respects by the laws of the State of New York, without
                                            giving effect to conflict of laws. The Company and the Warrant Agent hereby agree that any
                                            action, proceeding or claim against either of them arising out of or relating in any way
                                            to this Warrant Agreement shall be brought and enforced in the courts of the State of New
                                            York or the United States District Court for the Southern District of New York, and irrevocably
                                            submits to such jurisdiction, which jurisdiction shall be exclusive. The Company and the
                                            Warrant Agent hereby waive any objection to such exclusive jurisdiction and that such courts
                                            represent an inconvenient forum. Any such process or summons to be served upon the Company
                                            or the Warrant Agent may be served by transmitting a copy thereof by registered or certified
                                            mail, return receipt requested, postage prepaid, addressed to it at the address set forth
                                            in Section 8.2 hereof. Such mailing shall be deemed personal service and shall be legal and
                                            binding upon the Company and the Warrant Agent in any action, proceeding or claim.
	 	 	 
		8.4.	Persons
                                            Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed
                                            and nothing that may be implied from any of the provisions hereof is intended, or shall be
                                            construed, to confer upon, or give to, any Person other than the parties hereto and the Registered
                                            Holders of the Warrants and, for the purposes of Sections 6.4, 8.2 and 8.8
                                            hereof, the Underwriter, any right, remedy, or claim under or by reason of this Warrant Agreement
                                            or of any covenant, condition, stipulation, promise, or agreement hereof. The Underwriter
                                            shall be deemed to be a third-party beneficiary of this Warrant Agreement with respect to
                                            Sections 6.4, 8.2 and 8.8 hereof. All covenants, conditions, stipulations,
                                            promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive
                                            benefit of the parties hereto (and the Underwriter with respect to the Sections 6.4, 8.2
                                            and 8.8 hereof) and its successors and assigns and of the Registered Holders of
                                            the Warrants.
	 	 	 
		8.5.	Examination
                                            of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all
                                            reasonable times at the office of the Warrant Agent for inspection by the Registered Holder
                                            of any Warrant. The Warrant Agent may require any such Registered Holder to submit his, her
                                            or its Warrant for inspection.
	 	 	 
		8.6.	Counterparts;
                                            Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts,
                                            and each of such counterparts shall, for all purposes, be deemed to be an original, and all
                                            such counterparts shall together constitute one and the same instrument. Facsimile or electronic
                                            signatures shall constitute original signatures for all purposes of this Warrant Agreement
                                            and shall have the same authority, effect and enforceability as an original signature.



 




    	14



     


    

 


		8.7.	Effect
                                            of Headings. The section headings herein are for convenience only and are not part of
                                            this Warrant Agreement and shall not affect the interpretation thereof

                                                                                

	 	 	 
	 
	8.8.	Amendments.
                                            This Warrant Agreement and any Warrant certificate may be amended by the parties hereto
                                            by executing a supplemental warrant agreement (a “Supplemental Agreement”),
                                            without the consent of any of the Warrant Holders, for the purpose of (i) curing any ambiguity,
                                            or curing, correcting or supplementing any defective provision contained herein, or making
                                            any other provisions with respect to matters or questions arising under this Warrant Agreement
                                            that is not inconsistent with the provisions of this Warrant Agreement or the Warrant certificates,
                                            (ii) evidencing the succession of another entity to the Company and the assumption by any
                                            such successor of the covenants of the Company contained in this Warrant Agreement and the
                                            Warrants, (iii) evidencing and providing for the acceptance of appointment by a successor
                                            Warrant Agent with respect to the Warrants, (iv) adding to the covenants of the Company for
                                            the benefit of the Registered Holders or surrendering any right or power conferred upon the
                                            Company under this Warrant Agreement, or (viii) amending this Warrant Agreement and the Warrants
                                            in any manner that the Company may deem to be necessary or desirable and that will not adversely
                                            affect the interests of the Registered Holders in any material respect. All other modifications
                                            or amendments, including any amendment to increase the Warrant Price or shorten the Exercise
                                            Period, shall require the written consent of the Registered Holders representing at least
                                            of 50.1% of the Warrant Shares issuable under the Warrants then outstanding. Notwithstanding
                                            the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise
                                            Period in accordance with Sections 3.1 and 3.2, respectively, without such
                                            consent. As a condition precedent to the Warrant Agent’s execution of any amendment,
                                            the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer
                                            of the Company that states that the proposed amendment is in compliance with the terms of
                                            this Section 8.8.
	 	 	 
		8.9.	Severability.
                                            This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability
                                            of any term or provision hereof shall not affect the validity or enforceability of this Warrant
                                            Agreement or of any other term or provision hereof; provided, however, that if any such excluded
                                            term or provision shall adversely affect the rights, immunities, liabilities, duties or obligations
                                            of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately upon written
                                            notice to the Company. Furthermore, in lieu of any such invalid or unenforceable term or
                                            provision, the parties hereto intend that there shall be added as a part of this Warrant
                                            Agreement a provision as similar in terms to such invalid or unenforceable provision as may
                                            be possible and be valid and enforceable.
	 	 	 
		8.10.	Business
                                            Day. For purposes of this Warrant Agreement, a “Business Day” is any
                                            day other than a Saturday, Sunday or a day on which commercial banks in The City of New York
                                            are authorized or required by law to remain closed; provided, however, for clarification,
                                            commercial banks shall not be deemed to be authorized or required by law to remain closed
                                            due to “stay at home”, “shelter-in-place”, “non-essential employee”
                                            or any other similar orders or restrictions or the closure of any physical branch locations
                                            at the direction of any governmental authority so long as the electronic funds transfer systems
                                            (including for wire transfers) of commercial banks in The City of New York generally are
                                            open for use by customers on such day.



 




    	15



     


    

 


		8.11.	Bank
                                            Accounts. All funds received by Computershare under this Warrant Agreement that are to
                                            be distributed or applied by Computershare in the performance of its services hereunder (the
                                            “Funds”) shall be held by Computershare. as agent for the Company and
                                            deposited in one or more bank accounts to be maintained by Computershare in its name as agent
                                            for the Company. Until paid pursuant to the terms of this Warrant Agreement, Computershare
                                            will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier
                                            1 capital exceeding $1 billion or with an average rating above investment grade by S&P
                                            (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc.
                                            (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall
                                            have no responsibility or liability for any diminution of the Funds that may result from
                                            any deposit made by Computershare in accordance with this paragraph, including any losses
                                            resulting from a default by any bank, financial institution or other third party. Computershare
                                            may from time to time receive interest, dividends or other earnings in connection with such
                                            deposits. Computershare shall not be obligated to pay such interest, dividends or earnings
                                            to the Company, any holder of Warrants or any other party.
	 	 	 
		8.12.	Force
                                            Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent
                                            will not be liable for any delays or failures in performance resulting from acts beyond its
                                            reasonable control including, without limitation, acts of God, pandemics, epidemics, terrorist
                                            acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer
                                            facilities, or loss of data due to power failures or mechanical difficulties with information
                                            storage or retrieval systems, labor difficulties, war, or civil unrest.
	 	 	 
		8.13.	Entire
                                            Agreement. This Agreement contains the entire agreement and understanding among the parties
                                            hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous
                                            agreements, understandings, inducements and conditions, express or implied, oral or written,
                                            of any nature whatsoever with respect to the subject matter hereof. The express terms hereof
                                            control and supersede any provision in the Warrant Certificate concerning the duties, obligations
                                            and immunities of the Warrant Agent.



 


[SIGNATURE
PAGE FOLLOWS]


 







    	16



     


    

 


IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the patties hereto as of the day and year first above written.


 


		

    BIOFRONTERA
    INC.

	 	 
	 	By:	/s/
    Erica Monaco
	 	Name:	Erica
    Monaco   
	 	Title:	Chief
    Financial Officer and Chief Operating Officer


 


	 	

    

    COMPUTERSHARE
    TRUST COMPANY, N.A and

	 	COMPUTERSHARE
    INC.
	 	 
	 	By:	/s/
    Collin Ekeogu
	 	Name:	Collin
    Ekeogu                             
	 	Title:	Manager,
    Corporate Actions


 




    	17



     


    

 


Exhibit
A


 


Form
of Warrant


 


The
number of shares of Common Stock issuable upon exercise of this Warrant may be less than the amounts set forth on the face hereof pursuant
to Section 1(a) of this Warrant.


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


Biofrontera
Inc.


Warrant
to Purchase Common Stock


 


	Warrant No.: [____]	Warrant CUSIP:[___]




Number
of Warrants: [___]


 


Date
of Issuance: [                       ], 2021 (“Issuance Date”)


NOT
EXERCISABLE AFTER [                                           ]


 


BIOFRONTERA
INC., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, [______________], the registered holder
hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from
the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including
any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time
or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [__] (subject
to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”).
Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant
is a global certificate evidencing Warrants to Purchase Common Stock (the “Registered Warrants”) issued pursuant to
that certain Underwriting Agreement, dated as of October [__], 2021 (the “Applicable Date”), by and among the Company
and the underwriter(s) referred to therein, as amended from time to time (the “Underwriting Agreement”) and (ii) the
Company’s Registration Statement on Form S-1 (File No. 333-257722) (the “Registration Statement”).


 




    	18



     


    

 


1. EXERCISE
OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in
Section 1(f)), this Warrant may be exercised by the Holder on any day on or after [_________] (an “Exercise Date”),
in whole or in part, by delivery (whether via facsimile, electronic mail or otherwise) of a written notice, (i) in the form attached
hereto as Exhibit A or (ii) via an electronic warrant exercise through the DTC system (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid,
the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied
by the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash
or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise
was made pursuant to a Registration Failure Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver
the original of this Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or
other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of an Exercise Notice
with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance
of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice
for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery
of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on
which the Holder has delivered an Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation
of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent
(the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Exercise
Notice in accordance with the terms herein. No later than 5:00 P.M., Eastern Time, on the second (2nd) Trading Day following the date
on which the Exercise Notice has been delivered to the Company (or such earlier date as required pursuant to the 1934 Act or other applicable
law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date), the Company
shall (i) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder
is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal
at Custodian system, or (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the
request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate,
registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled
pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant
Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as
the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of
Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an
exercise and upon surrender of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company shall as soon
as practicable and in no event later than two (2) Business Days after any exercise and at its own expense, issue and deliver to the Holder
(or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant
is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares
of Common Stock to be issued shall be rounded up to the nearest whole number. Issuance of Warrant Shares shall be made without charge
to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which
taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; provided, however, that in the event Warrant Shares are to be issued in a name other than the
name of the Holder, this Warrant when surrendered for exercise shall be accompanied by an assignment form duly executed by the Holder
and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Election to Purchase and all fees to the
Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic
delivery of the Warrant Shares. Notwithstanding the foregoing, the Company shall deliver Warrant Shares to the Holder on or prior to
the earlier of (A) two (2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant to
the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable
Exercise Date) and (B) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Registration
Failure Cashless Exercise) (such later date, the “Share Delivery Date”). From the Issuance Date through and including
the Expiration Date, the Company shall maintain a transfer agent that participates in the DTC’s Fast Automated Securities Transfer
Program.


 






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(b) 
Exercise Price. For purposes of this Warrant, “Exercise Price” means $[  ], subject to adjustment as provided
herein.


 


(c) 
Company’s Failure to Timely Deliver Securities. If the Company fails for any reason to deliver to the Holder the Warrant
Shares subject to an Election to Purchase by the Delivery Time, the Company shall pay to the Holder, in cash, as liquidated damages and
not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the closing price of the Common Stock on the date
of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated
damages begin to accrue) for each Trading Day after such Delivery Time until such Warrant Shares are delivered or Holder rescinds such
exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding
and exercisable. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit
to the Holder the Warrant Shares in accordance with the provisions of Section 1(a) above pursuant to an exercise on or before the Exercise
Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder
the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant
Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.
For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A)
of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in
equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure
to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 






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(d)  Registration
Failure Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at
the time of exercise hereof the Registration Statement is not effective (or the prospectus contained therein is not available for use)
for the issuance of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part
and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate
Exercise Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the
following formula (a “Registration Failure Cashless Exercise”):


 


(A
– B) (X) divided by (A), where:


 


A=
the last VWAP immediately preceding the date of exercise giving rise to the applicable “cashless exercise”, as set forth
in the applicable Exercise Notice (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading
Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP
shall be used in this calculation);.


 


B
= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


X
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a Registration Failure Cashless Exercise.




 


If
the Warrant Shares are issued in a Registration Failure Cashless Exercise, the parties acknowledge and agree that in accordance with
Section 3(a)(9) of the 1933 Act, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes
of Rule 144(d) promulgated under the 1933 Act, as in effect on the Applicable Date, it is intended that the Warrant Shares issued in
a Registration Failure Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant
Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Underwriting Agreement. The
Company agrees to not take any position contrary to this Section 1(d).


 



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(e) Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed
and resolve such dispute in accordance with Section 13.


 


(f) 
Limitations on Exercises. The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have
the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be
null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other
Attribution Parties collectively would beneficially own in excess of 4.99% (or, upon election by a Holder prior to the issuance of any
Warrants, 9.99%) (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder
and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties
plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence
is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion
of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred
stock or warrants, including other Registered Warrants) beneficially owned by the Holder or any other Attribution Party subject to a
limitation on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section
1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the
number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage,
the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report
on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y)
a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting
forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives
an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding
Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the
extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section
1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant
to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii)
as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares.
For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally
and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number
was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder
and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number
of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the
Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess
Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or
to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void,
the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice
to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day
after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such
notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st)
day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other
Attribution Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of
clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed
to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No
prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this
paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph
or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in
this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation
contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.


 



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2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and
number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section
2.


 


(a)
Stock Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the Issuance
Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution
on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by
combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number
of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common
Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment
pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision
or combination.




 


(b) 
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 2, the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after
such adjustment the Aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the Aggregate
Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).


 


(c) Other
Events. In the event that the Company (or any Subsidiary (as defined in the Underwriting Agreement)) shall take any action to which
the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any
event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including,
without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s
board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant
Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section
2(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section
2, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against
such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment
bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest
error and whose fees and expenses shall be borne by the Company.


 


(d) 
Calculations. All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of any such shares shall be considered an issuance or sale of Common Stock.


 


(e) Voluntary
Adjustment By Company. The Company may at any time during the term of this Warrant, subject to any required prior consent of the
Principal Market (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions),
with the prior written consent of the holders of a majority of the Registered Warrants then outstanding, reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.


 






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3.  
Rights upon distribution of assets. In addition to any adjustments pursuant to
Section 2 above, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution
of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after
the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete
exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation,
the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder
and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result
of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held
in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and
the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution
(and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to
the same extent as if there had been no such limitation).


 


4. 
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a) 
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the
terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the
number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions
on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to
the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of
the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase
Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for
the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted,
issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if
there had been no such limitation).


 




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(b) Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in
writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 4(b) pursuant
to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction,
including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding
number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock
pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital
stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation
of such Fundamental Transaction) and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common
stock is quoted on or listed for trading on an Eligible Market. Upon the consummation of each Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for the Company (so that from and after the date of the applicable Fundamental Transaction,
the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise
every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as
if such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity
shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation
of the applicable Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property
(except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable
upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly traded common stock (or its
equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening
of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction
(without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding
the foregoing, and without limiting Section 1(f) hereof, the Holder may elect, at its sole option, by delivery of written notice
to the Company to waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition
to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which
holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common
Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter
have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction
but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property (except
such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable
upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property
whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the
happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction
(without regard to any limitations on the exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a
form and substance reasonably satisfactory to the Holder.


 



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(c)
Application. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard
to any limitations on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the
Maximum Percentage, applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon
exercise of this Warrant (or any such other warrant)).


 


5. 
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will
not, by amendment of its certificate of incorporation, bylaws or other organizational documents or through any reorganization, transfer
of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out
all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality
of the foregoing, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant. Notwithstanding
anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted to
exercise this Warrant in full for any reason (other than pursuant to restrictions set forth in Section 1(f) hereof), the Company
shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary
to permit such exercise into shares of Common Stock.


 


6. 
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided
herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed
the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon
the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing
contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information
given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.


 




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7. 
REISSUANCE OF WARRANTS.


 


(a) 
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the
Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b) 
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall
suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute
and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares
then underlying this Warrant.


 


(c) 
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase
the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion
of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for
fractional shares of Common Stock shall be given.


 


(d) 
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right
to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a)
or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying
the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant),
(iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall
have the same rights and conditions as this Warrant.


 



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8.  NOTICES.
(a) General. Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless
otherwise provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class
registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic mail or by facsimile
or (b) from outside the United States, by International Federal Express, electronic mail or facsimile, and (ii) will be deemed given
(A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (B) if delivered by nationally
recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered by International Federal Express, two (2) Business
Days after so mailed and (D) if delivered by electronic mail, when sent (provided that such sent email is kept on file (whether electronically
or otherwise) by the sending party and the sending party does not promptly receive an automatically generated message from the recipient’s
email server that such e-mail could not be delivered to such recipient) and (E) if delivered by facsimile, upon electronic confirmation
of receipt of such facsimile, and will be delivered and addressed as follows:


 


	 	(i)	if to the Company, to:




Biofrontera
Inc.


120
Presidential Way, Suite 330


Woburn,
MA 01801


Attention:
Prof. Dr. Hermann Lübbert


 


		(ii)	if
                                            to the Holder, at such address or other contact information delivered by the Holder to Company
                                            or as is on the books and records of the Company.



 


(b) 
Required Notices. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant
(other than the issuance of shares of Common Stock upon exercise in accordance with the terms hereof), including in reasonable detail
a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written
notice to the Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable
detail, and certifying, the calculation of such adjustment(s), (ii) at least ten Trading Days prior to the date on which the Company
closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect
to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property
to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or
liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such
notice being provided to the Holder, and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction.
To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or
any of its Subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. It
is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and
may not be disputed or challenged by the Company.


 


9. 
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this
Warrant (other than Section 1(f)) may be amended and the Company may take any action herein prohibited, or omit to perform any
act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. No waiver shall be effective
unless it is in writing and signed by an authorized representative of the waiving party.


 



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10. 
SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise
determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid
or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or
unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant
as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof
and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred
upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


11. GOVERNING
LAW.


 


This
Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at its
principal executive office and agrees that such service shall constitute good and sufficient service of process and notice thereof. The
Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or
that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing
suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the
Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor
of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


12. 
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the
Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience
of reference and shall not form part of, or affect the interpretation of, this Warrant.


 



    	29



     


    




 


13. 
REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.
The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, at law
or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of
the Holder to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Warrant. The Company
covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts
set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts
to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or
the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such
breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to specific performance
and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such
case without the necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information
and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the
terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares
and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such
shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may
be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its
agent on its behalf.


 


14. 
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed
in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the holder otherwise
takes action to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy,
reorganization, receivership of the company or other proceedings affecting company creditors’ rights and involving a claim under
this Warrant, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection
with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.


 


15. 
TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned without
the consent of the Company.


 


16.  
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have
the following meanings:


 


(a) “1933
Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


(b) 
“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 



    	30



     


    




 


(c)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a
Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of
directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(d)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,
any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed
or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of
the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or
any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated
with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of
the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(e) 
“Bloomberg” means Bloomberg, L.P.


 


(f) 
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New
York are authorized or required by law to remain closed.


 


(g) 
“Common Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital
stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(h) 
“Convertible Securities” means any stock or other security (other than Options) that is at any time and under any
circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof
to acquire, any shares of Common Stock.


 


(i) 
“Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq
Global Market, the Nasdaq Capital Market or the Principal Market.


 


(j) 
“Expiration Date” means the date that is the fifth anniversary of the Issuance Date or, if such date falls on a day
other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next
date that is not a Holiday.


 



    	31



     


    




 


(k) 
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the
surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject
to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that
is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of
Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject
Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock
such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or
exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding
shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities,
individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the
outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or
Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding;
or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in
Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify
its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one
or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common
Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such
Subject Entities as of the date of this Warrant calculated as if any shares of Common Stock held by all such Subject Entities were not
outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock
or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other
transaction requiring other shareholders of the Company to surrender their shares of Common Stock without approval of the shareholders
of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,
the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the
intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective
or inconsistent with the intended treatment of such instrument or transaction.


 


(l) 
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5
thereunder.


 


(m) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 




    	32



     


    

 


(n) 
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose
common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent
Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(o) 
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(p) 
“Principal Market” means the Nasdaq Capital Market.


 


(q) 
“SEC” means the United States Securities and Exchange Commission or the successor thereto.


 


(r) 
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(s) 
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from
or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental
Transaction shall have been entered into.


 


(t) 
“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the
Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading
market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded,
provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or
market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange
or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during
the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or
(y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock
Exchange (or any successor thereto) is open for trading of securities.


 


(u) 
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal
Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange
or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at
4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing
does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board
for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of
the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on
any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall
be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividend,
stock split, stock combination, recapitalization or other similar transaction during such period.


 


[signature
page follows]


 




    	33



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out
above.


 


	 	BIOFRONTERA INC.
	 	 	 
	 	By:	                            
	 	Name:	 
	 	Title:	 



 





    	 



     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK


BIOFRONTERA
INC.


 


The
undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”)
of Biofrontera Inc., a Delaware corporation (the “Company”), evidenced by Warrant to Purchase Common Stock No. _______
(the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth
in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Aggregate Exercise Price shall be made as:


 


____________
a “Cash Exercise” with respect to _________________ Warrant Shares; and/or ____________ a “Cashless Exercise”
with respect to _________________ Warrant Shares by the cancellation of such number of Warrant Shares as is necessary, in accordance
with the formula set forth in Section 1(d), to exercise this Warrant with respect to the above number of Warrant Shares purchasable pursuant
to the cashless exercise procedure set forth in Section 1(d).


 


2.
Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to the Warrant Shares to be issued
pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with
the terms of the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant
Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:


 


[  ] Check here if requesting delivery as a certificate to the following name and to the following address:


 


Issued
to: ___________________________________________________


____________________________________________________________


____________________________________________________________


 


[  ] Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:


 


DTC
Participant: ___________________________________________________________


DTC
Number: _____________________________________________________________


Account
Number: __________________________________________________________


Date:
__________ __,


 


___________________________


Name
of Registered Holder


 


By:
___________________________


Name:


Title:


 


Tax
ID:____________________________


Facsimile:__________________________


E-mail
Address:_____________________


 




    	 



     


    

 


EXHIBIT
B


 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common
Stock in accordance with the Transfer Agent Instructions dated _________, 20__, from the Company and acknowledged and agreed to by _______________.


 


	 	BIOFRONTERA
  INC.
	 	 	 
	 	By:	                                
	 	Name:	 
	 	Title: